/raid1/www/Hosts/bankrupt/TCR_Public/040423.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, April 23, 2004, Vol. 8, No. 80
Headlines
360NETWORKS: Virginia Bankr. Court Affirms Pathnet Sale Order
801 DILLINGHAM: Case Summary & 14 Largest Unsecured Creditors
ACCESS FIN'L: Fitch Affirms Class B-1 & B-2 Notes at BB- & C
ACE SECURITIES: Fitch Rates $27.9 Mil. Class B Notes at BB
ADEPT TECHNOLOGY: Net Loss Narrows to $5 Million in First Quarter
AMERICAN SPORTS: Asks Permission to Hire Ordinary Course Profs.
AMERICA WEST: Pilots' Union Claims Employees Made Profit Possible
AMR CORPORATION: First Quarter Net Loss Narrows to $166 Million
ARGOSY GAMING: Hosting Q1 Earnings Conference Call on April 27
BESTAR INC: Furloughs Employees as Company Commences Restructuring
BUDGET GROUP: Files Amendments to Chapter 11 Plan Supplement
BUSH INDUSTRIES: Obtains Approval for $15 Million DIP Facility
CEDARA: 3rd Quarter Earnings Conference Call Set for April 28
COVANTA: Tampa Debtors File Disclosure Statement in S.D.N.Y.
CYBEX INTERNATIONAL: Will Hold Q1 Conference Call on April 26
DAN RIVER: Gets Court Authority to Hire Ernst & Young
DELCO REMY: Division President Richard Keister to Resign in May
DELPHAX TECHNOLOGIES: Will Discuss 2nd Quarter Results on May 5
DIGITAL BROADBAND: Turnstone Agrees to Settle Pref. Claim Dispute
EL PASO CORP: Selling 50% Stake in Texas Power Plant for $72 Mil.
ENRON CORP: Retains Nathan Assoc. as Economic & Damage Consultant
EXTENDICARE: Releasing First Quarter Financial Results on May 6
FEDERAL-MOGUL: Wants Until August 1, 2004 to Decide on Leases
FIBERMARK: Looks to Berenson & Company for Financial Advice
FIRST FEDERAL: Fitch Drops Class B Ratings from 3 Transactions
FIRST TENNESSEE: Fitch Notes Name Change to First Horizon National
FLEMING: Court OKs Lease Time Extension re Non-Objecting Lessors
FOOTSTAR: Court Approves $225MM Sale of 350 Stores to Foot Locker
GENERAL MEDIA: Closes Shareholder Deal & Files New Bankruptcy Plan
GMAC COMM'L: Fitch Gives Low-B Ratings to 6 Series 2004-C1 Classes
GMAC COMM'L: Fitch Assigns Low Ratings to 7 Series 2001-C1 Classes
HAWAIIAN AIRLINES: Marks Its First Ever Full Year of Profits
HEXCEL CORP: Total Equity Deficit Tops $94 Million at March 31
HORIZON NATURAL: Files Reorganization Plans in Ky. Bankr. Court
INTERNATIONAL BIOCHEM: Case Summary & Largest Unsecured Creditors
KAISER ALUMINUM: RUSAL Wins Bid for Alpart Interests
KEYSTONE: Selects Richard Keister as New Chief Executive Officer
KMART: Fireman Fund Demands Payment of Compensation Obligations
LNR PROPERTY: Fitch Affirms Ratings & Changes Outlook to Positive
LNR PROPERTY: Elects James M. Carr as New Director
LNR PROPERTY: Declares Quarterly Dividends Payable on May 26
MAGIC LANTERN: Strained Liquidity Prompts Going Concern Statement
MEDIABAY INC: Auditors Express Doubt about Going Concern Ability
METALS USA: Judge Steen Closes Three Remaining Bankruptcy Cases
METRIS: Fitch Affirms & Removes Junk Rating from Watch Negative
MIRANT CORP: Canadian Court Extends CCAA Stay Until May 21, 2004
MORTGAGE CAPITAL: Fitch Takes Rating Actions on 1997-MC1 Notes
NAT'L CENTURY: Court Confirms 4th Amended Ch. 11 Liquidating Plan
NATIONSLINK: S&P Rates 2 Note Classes at Low-B & Junk Levels
NSTOR TECHNOLOGY: Appoints Todd Gresham as New CEO and President
OCWEN: Fitch Expects No Immediate Ratings Action over OTS Pact
ONEITA IND.: Administrative Claims Bar Date Set for April 30
OSPREY TRUST: Indenture Trustee Silent About Apr. 13 Sale Results
PARMALAT GROUP: Committee Turns to BDO Seidman for Fin'l. Advice
PEABODY ENERGY: Declares Quarterly Dividend of $0.125 Per Share
PENTHOUSE: Expects to File Delayed 2003 Annual Report by Mid-May
PG&E NATIONAL: Obtains Nod to Assume & Assign Glencore Sale Pact
PG&E CORP: Reaffirms Positive Outlook at Shareholders' Meeting
PHARMANETICS: Audit Report Contains Going Concern Qualification
PILLOWTEX CORP: Recharacterizes Eight Crescent Lease Agreements
PREMCOR REFINING: S&P Assigns BB- Senior Unsecured Debt Rating
PRIME PLASTIC: Voluntary Chapter 11 Case Summary
QUINTEK: Unveils New Company Web Site & Launches QSI Division
QUINTILES: Appoints Panel of Consultants for Cardiac Safety Unit
RED MOUNTAIN: Fitch Hacks 5 Note Ratings to Low-B & Junk Levels
RESPONSE BIOMEDICAL: Quality Mgt. System Obtains ISO Certification
SENECA GAMING: S&P Rates Corp. Credit & Sr. Unsecured Debt at BB-
SIGNAL SECURITIZATION: Fitch Assigns BB Rating to Class B Notes
SILICON GRAPHICS: Improved Liquidity Spurs S&P to Up Credit Rating
SILICON GRAPHICS: Amaranth & N. Maounis Report 5.04% Equity Stake
SPECTRASITE: Posts $639 Million Outstanding Debt at March 31, 2004
SUPERIOR ESSEX: Expects to Close Belden Asset Acquisition by May
TEEKAY SHIPPING: Reports Improved First Quarter Results
TWODAYS PROPERTIES: Case Summary & 80 Largest Unsecured Creditors
UNIQUE BROADBAND: Files Breach of Contract Suit Against Microcell
UNITED AIRLINES: Obtains Okay for Kreditanstalt Claim Settlement
UNITED AIRLINES: Committee Taps Sperling & Slater as Attorneys
US AIRWAYS: Inks Stipulation Resolving 2 Pennsylvania Tax Claims
VALEO: S&P Drops Ratings on Class B Notes & Preferred Shares
VALMONT INDUSTRIES: S&P Assigns BB Corporate Credit Rating
VELTRI METAL: No Word if Flex-N-Gate's Bid Topped at Auction
VERITAS SOFTWARE: 1st Quarter Revenues Increase by 24% to $487 Mil
WALTER INDUSTRIES: Completes Convertible Senior Debt Offering
WARNACO GROUP: Expects Reduction in Workforce after Asset Sales
WARNACO GROUP: Names Frank Tworecke Group President -- Sportswear
WESTERN WIRELESS: S&P Assigns B- Rating to $1.5BB Secured Facility
WMC FINANCE CO.: S&P Places Low-B Ratings on Watch Positive
WORLDCOM INC: Proposes AudioFAX Settlement Agreement
WORLDCOM/MCI: Signs Amended Embratel Sale Agreement With TELMEX
WORLDCOM/MCI: Provides Additional Details on Senior Note Terms
* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
and Bust
*********
360NETWORKS: Virginia Bankr. Court Affirms Pathnet Sale Order
-------------------------------------------------------------
Philip C. Baxa, Esq., at Troutman Sanders, LLP, in McLean,
Virginia, recalls that at the request of the Pathnet Operating,
Inc., Trustee, the United States Bankruptcy Court for the Eastern
District of Virginia authorized, on January 21, 2004, a sale of
Pathnet Assets free and clear of liens.
The Virginia Court's statements on the record indicate that these
amounts are owed by Pathnet to 360networks (USA), inc., as
recoupment claims arising under a Joint Build Agreement:
Management fees on change orders $241,181
Invoice Audit:
Batteries 2,293,873
Interest 343,360
Health insurance 61,049
Miscellaneous 694,751
Management fee 339,303
Liquidated damages 486,618
----------
TOTAL $4,460,135
360networks acknowledged that Pathnet should be entitled to
credit for the $61,500 claim PNI previously paid.
The Virginia Court also determined that Pathnet is entitled to
assert these offset claims, which arise under a Marketing
Agreement against the amounts due to it under the Joint Build
Agreement:
Fiber sales $2,054,025
Conduit sales 1,138,135
The Virginia Court refused to receive evidence regarding amounts
set forth in 360networks' Proof of Claims that constitute offsets
against any amounts allegedly due to Pathnet.
Mr. Baxa explains that 360networks' Proof of Claim sets forth the
amounts it billed under the Joint Build Agreement, which have not
been paid by Pathnet. The Virginia Court's statement on the
record indicate some confusion regarding the amount due under the
invoices attached to the Proof of Claim and received into
evidence. The Virginia Court correctly determined the amount due
on the running total for the initial scope of the project at
$6,412,784. Invoice No. 20-010316, dated March 7, 2001, for
$838,221 is a separate billing for segment 11 of the System from
Aurora to Denver. This is the segment that was added by the
First Amendment to the Joint Build Agreement. As provided by the
First Amendment, the amount billed to Pathnet on this invoice is
less than 50% because 360networks installed two additional
conduits in which Pathnet did not want to participate. This
invoice is not included in the running total shown on the other
invoices, which is why there were two invoices in March 2001.
The total amount due on the invoices is $7,251,006.
Mr. Baxa notes that the Virginia Court's statements on the record
suggest that in the limited amount of time available at the
hearing to argue the multitude of purported claims asserted by
the Pathnet Trustee, 360networks did not present adequately the
contractual and factual basis for its assertion that Pathnet is
not entitled to offset claims arising under the Marketing
Agreement.
The Joint Build Agreement provides that one of the rights Pathnet
would acquire upon payment of the Purchase Price is "the right to
exercise the rights and privileges set forth in the Marketing
Agreement." Therefore, payment of the Purchase Price is a
condition precedent to Pathnet's ability to enforce its right to
receive any payments to which it might otherwise become entitled
under the Marketing Agreement.
This demonstrates that the total amount of the Purchase Price
invoiced and unpaid is $7,251,006. The total of the recoupment
claims and the PNI credit to which the Virginia Court has
determined Pathnet is entitled is $4,521,635. That leaves a
$2,729,371 unpaid balance due on the Purchase Price.
Under the terms of the Joint Build Agreement, Mr. Baxa relates
that Pathnet is not entitled to demand payment of any amounts
that might otherwise be due under the Marketing Agreement because
it has not paid the outstanding balance due on the Purchase Price
and cannot enforce the Marketing Agreement. In other words,
Pathnet cannot offset amounts allegedly arising under the
Marketing Agreement against the unpaid Purchase Price because the
Purchase Price must be paid before any payments are due under the
Marketing Agreement.
Moreover, Mr. Baxa contends that Pathnet is not entitled to:
(a) the proceeds of any disposition of fiber or conduit under
the Marketing Agreement because it did not timely fulfill
its payment obligations under the Joint Build Agreement;
(b) the proceeds of the MCI sale because it has retained its
alleged ownership of all of the fiber in the Purchaser
System; and
(c) the proceeds from the sale of conduit under the Marketing
Agreement as it does not require either party to share
the proceeds of any sale of conduits.
The Virginia Court recognized that both parties were entitled to
dispose 12 of their Retained Fibers. The MCI IRU Agreement
provides for the sale of 24 fibers in the System. 360networks
had the right to dispute 12 of its Retained Fibers in the MCI
transaction. Thus, at most, Mr. Baxa concludes that Pathnet is
entitled to 1/2 of the proceeds of the sale of 12 Joint Fibers to
MCI -- $1,229,100. Pathnet acknowledges its receipt of $404,175,
which leaves a $824,925 maximum amount that could be due to it
from the proceeds of the fiber sale to MCI.
Accordingly, Mr. Baxa asserts that Pathnet should not be allowed
to offset amounts allegedly owed under the Marketing Agreement
because the Virginia Court prohibited 360networks from proving
its offset claims against Pathnet.
By this motion, 360networks asks the Virginia Court to reconsider
its Sale Order, determining that:
(a) the total amount 360networks invoiced under the Joint
Build Agreement and unpaid by Pathnet is $7,251,006;
(b) Pathnet's recoupment claims are insufficient to pay the
balance due on the Purchase Price, thus, it cannot
enforce the Marketing Agreement;
(c) Pathnet did not timely fulfill its payment obligations
under the Joint Build agreement, thus, it is not entitled
to the proceeds of any disposition under the Marketing
Agreement;
(d) Pathnet has retained its alleged ownership of all fibers
in the Purchaser System, thus, it is not entitled to also
receive the proceeds of the fiber sale to MCI;
(e) Pathnet is not entitled to more than 1/2 of the proceeds
of the sale of 12 fibers to MCI under any circumstances;
(f) Pathnet has no contractual right to share the sale
proceeds of conduit to Williams in June 2001 and the
Trustee did not present any evidence of damages resulting
from the sale;
(g) Pathnet should not be allowed to offset amounts allegedly
due under the Marketing Agreement against the unpaid
Purchase Price due under the Joint Build Agreement
because the Court did not allow 360networks to prove its
offset claims; and
(h) Pathnet has not paid at least $2,729,371 of the Purchase
Price due under the Joint Build Agreement.
* * *
Judge Stephen S. Mitchell of the Virginia Bankruptcy Court rules
that:
(a) The findings previously made are amended to reflect that
the total billed cost from 360networks to Pathnet for the
Purchase System was $55,493,256 rather than $54,655,035
and that Pathnet is entitled to an additional credit of
$1,445,172 for having paid the entirety, rather than its
half-share, of the 72-fiber Nortel cable;
(b) The purchase price, after disallowance of improperly
billed costs, of the Purchaser System is determined to be
$51,519,739. Against this price, Pathnet has made
$48,242,251 in payments and is entitled to credits
amounting to $5,185,450. The excess of payments and
credits over the purchase price is $1,907,962;
(c) 360networks must execute and deliver to the Trustee a
bill of sale for the Purchaser System in the form
specified by the Joint Build Agreement; and
(d) The issue of whether the excess of payments and credits
over the purchase price may be offset against any cure
amounts under the Joint Build Agreement is deferred for
consideration in the context of any motion that may be
filed by the Trustee to assume and assign the Joint Build
Agreement.
Except to the extent modified by the Order, all findings read
into the record at the hearing on January 20, 2004 and all
provisions of the initial Order entered on January 21, 2004, are
affirmed and incorporated by reference.
Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber
optic communications network products and services worldwide. The
Company filed for chapter 11 protection on June 28, 2001 (Bankr.
S.D.N.Y. Case No. 01-13721), obtained confirmation of a plan on
October 1, 2002, and emerged from chapter 11 on November 12, 2002.
Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at Willkie
Farr & Gallagher, represent the Company before the Bankruptcy
Court. When the Debtors filed for protection from its creditors,
they listed $6,326,000,000 in assets and $3,597,000,000 in
liabilities. (360 Bankruptcy News, Issue No. 65; Bankruptcy
Creditors' Service, Inc., 215/945-7000)
801 DILLINGHAM: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 801 Dillingham Bldg., LLC
155 Kokololio Place
Honolulu, Hawaii 96821
Bankruptcy Case No.: 04-00881
Chapter 11 Petition Date: April 6, 2004
Court: District of Hawaii (Honolulu)
Judge: Robert J. Faris
Debtor's Counsel: Harrison P. Chung, Esq.
Law Office of Harrison P. Chung
1136 Union Mall, Suite 206
Honolulu, HI 96813-2711
Tel: 808-523-3311
Fax: 808-531-1339
Estimated Assets: $1 Million to $10 Million
Estimated Debts: $1 Million to $10 Million
Debtor's 14 Largest Unsecured Creditors:
Entity Claim Amount
------ ------------
Central Pacific Bank $300,000
220 S. King Street, #210
Honolulu, HI 96813
Castle & Cooke Commercial, Inc. $123,766
Ayer, David $18,345
Morgan, Eric/Island Design $13,215
John Clift Construction $12,878
H-Super-H, LLC $11,460
Kim, Joyce $11,197
I Love Korean Barbeque $6,771
O'Hana Sushi $6,771
Phan, Randall $6,771
O'Brien, Scott $5,735
Ibarra, Marcus $5,500
H-Super-H Makai, LLC $2,081
H-Super-H Mauka, LLC $1,041
ACCESS FIN'L: Fitch Affirms Class B-1 & B-2 Notes at BB- & C
------------------------------------------------------------
Fitch Ratings has affirmed the following two Access Financial
Manufactured Housing issues as follows:
Series 1995-1:
--Class A-3 'AAA';
--Class A-4 'AA-';
--Class B-1 'BBB-'.
Series 1996-1:
--Class A-5 'AAA';
--Class A-6 'AA-';
--Class B-1 'BB-';
--Class B-2 'C'.
The affirmations on these classes reflect credit enhancement
consistent with future loss expectations.
As of June 1998, Vanderbilt Mortgage & Finance Inc. has been
servicing the Access Financial portfolio.
ACE SECURITIES: Fitch Rates $27.9 Mil. Class B Notes at BB
----------------------------------------------------------
Fitch has rated the ACE Securities Corp. Home Equity Loan Trust, -
098099series 2004-OP1 asset-backed pass-through certificates as
follows:
--$1.234 billion classes A-1, A-2A, A-2B and A-2C 'AAA';
--$103.7 million class M-1 'AA';
--$82.8 million class M-2 'A+';
--$22.4 million class M-3 'A';
--$19.3 million class M-4 'A-';
--$21.7 million class M-5 'BBB+';
--$20.1 million class M-6 'BBB';
--$27.9 million not-offered class B 'BB'.
The 'AAA' rating on the senior certificates reflects the 20.25%
total credit enhancement provided by the 6.70% class M-1, 5.35%
class M-2, 1.45% class M-3, 1.25% class M-4, 1.40% class M-5,
1.30% class M-6, 1.80% class B and 1% initial
overcollateralization (OC). All certificates have the benefit of
monthly excess cash flow to absorb losses. In addition, the
ratings reflect the quality of the loans, the integrity of the
transaction's legal structure, as well as the capabilities of
Option One Mortgage Corporation as servicer, Wells Fargo Bank,
N.A. as master servicer, and HSBC Bank USA as trustee.
The certificates are supported by two collateral groups, one
conforming, the other non-conforming. The Group I mortgage pool
consists of first- and second-lien, adjustable-rate and fixed-
rate, conforming mortgage loans having a cut-off date pool balance
of $1,325,807,653. Approximately 25.38% of the mortgage loans are
fixed-rate mortgage loans and 74.62% are adjustable-rate mortgage
loans. The weighted average loan rate is approximately 7.285%. The
weighted average remaining term to maturity is 354 months. The
average principal balance of the loans is approximately $145,677.
The weighted average original loan-to-value (OLTV) ratio is
77.06%. The properties are primarily located in New York (15.68%),
California (15.31%) and Massachusetts (10.18%).
The Group II mortgage pool consists of first- and second-lien
adjustable-rate and fixed-rate, conforming and non-conforming
mortgage loans with a cut-off date pool balance of $221,687,406.
Approximately 24.04% of the mortgage loans are fixed rate mortgage
loans and 75.96% are adjustable-rate mortgage loans. The weighted
average loan rate is approximately 7.122%. The WAM is 356 months.
The average principal balance of the loans is approximately
$223,026. The weighted average OLTV is 77.60%. The properties are
primarily located in California (25.52%), New York (20.78%) and
Massachusetts (8.36%).
Deutsche Bank AG New York Branch (the mortgage loan seller), is
selling the mortgage loans to Ace Securities Corp. (the depositor)
and the depositor is conveying the mortgage loans to the trust
fund. For federal income tax purposes, multiple real estate
mortgage investment conduit elections will be made with respect to
the trust estate.
ADEPT TECHNOLOGY: Net Loss Narrows to $5 Million in First Quarter
-----------------------------------------------------------------
Adept Technology, Inc. (OTCBB:ADTK) announced that its third
quarter fiscal 2004 net revenues from continuing operations were
$13.3 million, an increase of 40% over the comparable period in
2003.
During the quarter ended March 27, 2004, the company reported pre-
tax income from continuing operations of $510,000, which was
favorably impacted by a net reversal of $697,000 in previously
accrued restructuring charges. For the same quarter, income from
continuing operations was $1.9 million, primarily as a result of a
non-recurring tax benefit of $1.4 million. The company also
incurred a loss on discontinued operations of $7 million, which
includes a non-cash loss on disposal of assets of $6 million.
In total, Adept reported a net loss of $5.1 million, or $0.17 per
share, for the three months ended March 27, 2004, versus a net
loss of $6.8 million, or $0.44 per share, for the same period a
year ago.
Net revenues from continuing operations for the nine months ended
March 27, 2004 were $34.6 million, a 23% increase over the $28.2
million reported for the same nine-month period a year ago. The
company reported losses of $0.8 million from continuing operations
and $7.1 million from discontinued operations for the nine months
ended March 27, 2004. In total, Adept's net loss for the nine
months ended March 27, 2004 was $7.9 million, or $0.35 per share,
versus a net loss of $22.6 million, or $1.53 per share, for the
same period a year ago.
"I am pleased with our third quarter results," said Robert Bucher,
Adept's chief executive officer and chairman. "We exceeded our
revenue expectations and have significantly reduced our operating
expenses through the completion of previously initiated cost-
cutting measures. We believe that our headcount and expenses are
now sized appropriately for our current business level and near
term outlook. Our third quarter revenue growth was driven by a
combination of increased demand for our advanced line of Cobra
Smart series robots, especially within the data storage industry,
a favorable euro exchange rate and an increase in our refurbished
robot business. We have aggressively refocused certain operating
activities in Adept around our line of Smart Cobra robots, and the
increased sales volume achieved in the third quarter of fiscal
2004 reflects these actions and the positive reception to our
robots in the marketplace. This refocusing has also resulted in
substantial improvement in our gross margins."
Rob Bucher added, "Additionally, we launched our new line of Cobra
i-series robots, the world's first assembly robot that includes a
full robot motion controller inside of the robot arm. In the third
quarter, we completed the process of outsourcing the production of
our core controller platform. This outsourcing reduces both our
cost and cycle times, and improves the quality of our industry
leading distributed controls product line. We believe that the
actions we've taken to reduce expenses and focus on core
competencies are important building blocks as we drive toward
achieving business stabilization and our ultimate goal of
profitability."
Details of the Quarter
Statement of Operations Highlights
Three & nine months ended March 27, 2004
-- Revenue from continuing operations for the third quarter of
2004 increased 40% over the comparable quarter in 2003. Revenue
from continuing operations for the nine months ended March 27,
2004 increased 23% over the comparable period in 2003. The
increase in revenue is due to increased sales of our advanced
line of Cobra robots, coupled with a general improvement in the
business climate in the industries we serve.
-- Gross margin from continuing operations was 41% in the third
quarter of 2004 compared to 34% in the comparable quarter in
2003. Gross margin from continuing operations was 39% for the
nine months ended March 27, 2004 compared to 32% over the
comparable quarter in 2003. The increase in gross margin year-
on-year continues to reflect increased sales volume, lower cost
structure of our advanced line of Cobra robots and lower fixed
manufacturing expenses from the completion of previously
implemented cost-cutting measures.
-- Research & Development (R&D) expense from continuing operations
in the third quarter of 2004 decreased 37% from the comparable
quarter in 2003. R&D spending from continuing operations for
the nine months ended March 27, 2004 decreased 39% from the
comparable period in 2003. This decrease is primarily due to
lower headcount, decreased project spending and decreased
facilities expenses resulting from the completion of previously
implemented cost-cutting measures.
-- Selling, General & Administrative (SG&A) expense from
continuing operations in the third quarter of 2004 decreased
20% from the comparable quarter in 2003. SG&A from continuing
operations decreased 39% from the comparable period in 2003.
The decrease is primarily due to lower headcount and decreased
facilities expenses resulting from the company's previously
implemented cost-cutting measures.
-- Restructuring expenses for the three and nine months ended
March 27, 2004 reflect a net reversal of $0.7 million of
previously accrued restructuring charges. The $0.7 million
consists of $1.1 million in reversals of previously accrued
lease termination costs offset by $0.4 in severance charges
primarily attributable to the departure of Adept's co-founders.
The reversal of previously accrued lease termination costs was
the result of the execution during the quarter of an agreement
with a former landlord to favorably settle litigation relating
to an outstanding lease obligation. Restructuring expenses were
$2 million and $3.2 million for the three and nine months
ended March 29, 2003, respectively. The restructuring charges
in 2003 include workforce reduction, lease commitments for idle
facilities, and asset write offs.
-- Benefit from income taxes from continuing operations for the
third quarter ended March 27, 2004 of $1.4 million reflects a
one-time benefit for the reversal of previously accrued taxes.
This reversal reflects management's reassessment of the
appropriate level of tax contingency accruals for the company.
-- During the quarter ended March 27, 2004, Adept adopted a formal
plan and completed the disposition of its Solutions business.
Accordingly, its Solutions business was accounted for as a
discontinued operation and the results of operations of the
Solutions business have been removed from Adept's continuing
operations for all periods presented. The loss from
discontinued operations for the quarter ended March 27, 2004 of
$7 million includes a non-cash loss on asset disposal of $6.0
million.
Balance Sheet Highlights - March 27, 2004
-- Adept's cash and short-term investment balance at March 27,
2004 was $5.7 million as compared to $3.2 million at June 30,
2003.
-- Days sales outstanding (DSO) for the third quarter of 2004 was
90 days, compared to 98 days at June 30, 2003. DSO remains
within the company's targeted range.
-- Inventories at March 27, 2004 were $6.6 million, a decrease of
7% from $7.1 million at June 30, 2003.
Business Trends and Financial Outlook
-- The company expects its cash and short-term investment balance
to be between $5 and $5.5 million at June 30, 2004.
-- The company expects revenue from continuing operations for the
fourth quarter of 2004 to be between $12.5 million and $13.5
million. At that revenue level, gross margin is expected to be
in the low-40% range. Operating expenses (R&D and SG&A) from
continuing operations for the fourth quarter are expected to
remain essentially flat on a sequential basis.
About Adept Technology, Inc.
Adept Technology designs, manufactures and markets factory
automation components and systems for the fiber optic,
telecommunications, semiconductor, automotive, food and durable
goods industries throughout the world. Adept's robots,
controllers, and software products are used for small parts
assembly, material handling and ultra precision process
applications. Adept's intelligent automation product lines include
industrial robots, configurable linear modules, flexible feeders,
semiconductor process components, nanopositioners, machine
controllers for robot mechanisms and other flexible automation
equipment, machine vision, systems and software, application
software, and simulation software. Founded in 1983, Adept
Technology is America's largest manufacturer of industrial robots.
More information is available at http://www.adept.com/
* * *
In its Form 10-Q filed with the Securities and Exchange
Commission, Adept Technology, Inc. reports:
Risks Related to Our Business
"We have limited cash resources, and our recurring operating
losses, negative cash flow and debt obligations could
impair our operations and revenue-generating activities and
adversely affect our results of operations.
"We have experienced declining revenue in each of the last two
fiscal years and have incurred operating losses in the first two
quarters of fiscal 2004 and in each of the last four fiscal years.
During these periods, we have also consumed significant cash and
other financial resources. In response to these conditions, we
reduced operating costs and employee headcount, and
restructured certain operating lease commitments in each of
fiscal 2002, 2003 and the first half of 2004. These adjustments to
our operations have significantly reduced our rate of cash
consumption. We also completed an equity financing with net
proceeds of approximately $9.4 million in November 2003.
"As of December 27, 2003, after completion of our 2003
financing in November 2003, we had working capital of
approximately $14 million, including $8 million in cash, cash
equivalents and short-term investments, and a receivables
financing credit facility of $1.75 million net, of which
$1.0 million was outstanding and $0.7 million remained
available under this facility. We have limited cash resources,
and because of certain regulatory restrictions on our ability to
move certain cash reserves from our foreign operations to our
U.S. operations, we may have limited access to a portion of
our existing cash balances. In addition to the proceeds of our
2003 financing, we currently depend on funds generated from
operations and the funds available through our accounts
receivable financing arrangements, which we may seek to increase
or replace, to meet our operating requirements. As a result, if
any of our assumptions are incorrect, we may have insufficient
cash resources to satisfy our obligations in a timely manner.
We expect our cash ending balance to be approximately $6.0
million at March 27, 2004. Our ability to effectively operate
and grow our business is predicated upon certain
assumptions, including (i) that our restructuring efforts do
effectively reduce operating costs as estimated by management
and do not impair our ability to generate revenue, (ii) that we
will not incur additional unplanned capital expenditures in
fiscal 2004, (iii) that we will continue to receive funds under
our existing accounts receivable financing arrangement or a new
credit facility, (iv) that we will receive continued timely
receipt of payment of outstanding receivables, and not otherwise
experience severe cyclical swings in our receipts resulting in a
shortfall of cash available for our disbursements during any
given quarter, and (v) that we will not incur unexpected
significant cash outlays during any quarter.
"If our projected revenue or if operating expenses exceed
current estimates beyond our available cash resources, we may be
forced to curtail our operations, or, at a minimum, we may not be
able to take advantage of market opportunities, develop or
enhance new products to an extent desirable to execute our
strategic growth plan, pursue acquisitions that would
complement our existing product offerings or enhance our
technical capabilities to fully execute our business plan or
otherwise adequately respond to competitive pressures or
unanticipated requirements. These actions would adversely impact
our business and results of operations."
AMERICAN SPORTS: Asks Permission to Hire Ordinary Course Profs.
---------------------------------------------------------------
American Sports International, Ltd., along with its debtor-
affiliates, tell the U.S. Bankruptcy Court for the Northern
District of Georgia, Rome Division, that they need to continue the
employment of the professionals they utilize in the ordinary
course of their businesses. The Debtors don't want to require
each Professional to submit separate retention pleadings.
Prior to filing for bankruptcy, the Debtor employed, from time to
time, various attorneys and other professionals in the ordinary
course of business to render services relating to:
(i) employee relations,
(ii) patent and trademark issues,
(iii) legal advice with respect to routine litigation and
(iv) other matters requiring the expertise and assistance
of professionals.
The Debtors submit that the operation of their businesses would be
hindered if there were required to submit to the Court an
application, affidavit and proposed retention order for each
Ordinary Course Professional and if each Professional was required
to apply for approval of its employment.
A number of the Ordinary Course Professionals are also unfamiliar
with the fee application procedures employed in bankruptcy cases.
Given the level of fees involved, some of the Professionals may be
unwilling to render services to the Debtor if these requirements
were imposed. The uninterrupted services of the Ordinary Course
Professionals are important to the Debtor's continuing operations
and its ultimate ability to reorganize. The Debtors agree to pay a
max cap of $10,000 per month for the Ordinary Course
Professionals.
The Debtors assure the Court that the Ordinary Course
Professionals will not be involved in the administration of their
Chapter 11 cases but, rather, will provide services in connection
with their ongoing business operations or services ordinarily
provided by in-house counsel to a corporation.
Headquartered in Jefferson, Iowa, American Sports International,
Ltd. -- http://www.americanathletic.com/-- offers a variety of
products including gymnastics apparatus, athletic mats, custom
padding, basketball equipment, volleyball equipment, and divider
curtains. The Company filed for chapter 11 protection on March
17, 2004 (Bankr. N.D. Ga. Case No. 04-41108). Jason H. Watson,
Esq., John C. Weitnauer, Esq., and Troy J. Aramburu, Esq., at
Alston & Bird LLP represent the Debtors in their restructuring
efforts. When the Company filed for protection from their
creditors, they listed both estimated debts and assets of over $10
million.
AMERICA WEST: Pilots' Union Claims Employees Made Profit Possible
-----------------------------------------------------------------
The hard work and sacrifices of America West Airlines employees
are directly responsible for the airline's dramatic turnaround
from 2003 to 2004, according to the leader of the America West
unit of the pilots' union.
Capt. Terry Stadler, chairman of the America West unit of the Air
Line Pilots Association, International, said Wednesday that the
carrier was only able to survive a 1990 bankruptcy and the
aviation industry's post-9/11 financial freefall because pilots
and other workers have repeatedly gone the extra mile to cut
expenses and keep the airline's jets flying safely and on time.
"Let's give credit where credit is due. While we applaud our
America West executives, America West pilots have been flying
longer hours for below- average pay," Stadler said. "Now that our
new contract is in place, we are making steady gains, but ALPA
will continue the fight to ensure that ALL employees -- not just
management -- enjoy their fair share of the airline's success."
America West reported a $1.2 million net profit for the first
quarter of 2004, a sharp improvement from the $62 million net loss
it suffered in the same period last year. The airline ratified a
new collective bargaining agreement with ALPA on December 30 after
more than four years of negotiations.
"As we continue implementation of our new agreement, we look
forward to working with our management team to create the most
reliable and safest airline in the country," Stadler said. "As the
company grows and prospers, we hope that management always
remembers that it's our hard work that keeps America West strong.
We demand the respect and the rewards that come from flying for
one of the nation's top 10 airlines, and ALPA will hold America
West's executives to that high standard."
Founded in 1931, ALPA is the world's oldest and largest pilot
union, representing 64,000 members at 42 airlines in the United
States and Canada, including nearly 1,700 pilots at America West
Airlines. Visit the ALPA website at http://www.alpa.org
AMR CORPORATION: First Quarter Net Loss Narrows to $166 Million
---------------------------------------------------------------
AMR Corporation (NYSE: AMR), the parent company of American
Airlines, Inc., reported a net loss of $166 million for the first
quarter, or $1.03 per share. This is a marked improvement over
last year's first quarter, when AMR had a net loss of $1.04
billion, or $6.68 per share.
Continuing the financial momentum it established last year, and
once again making tremendous progress in driving down costs, AMR
posted its third straight quarter of positive operating income,
excluding special items. AMR achieved these results despite a
very significant increase in fuel prices, which increased its fuel
expense $55 million from a year ago for the quarter.
"We are never satisfied to be reporting net losses, but we are
nonetheless pleased with how far we have come over the past 12
months," said Gerard Arpey, AMR's President and CEO. "It is also
worth noting that the first quarter is seasonally a difficult
quarter -- and that difficulty has been compounded this year by
extremely high fuel prices. The fact that despite these
challenges we had operating income in the quarter, generated solid
net income in March and continued to produce positive cash flows
is encouraging."
The company's progress, Arpey said, "is a tribute to our employees
and a testament to the power of the changes we are making. We're
maintaining great momentum under the Turnaround Plan," he said,
"but we recognize we still have a lot of work to do in order to
achieve sustained profitability at acceptable levels."
Year-over-year mainline unit costs in the first quarter dropped
more than 16 percent, Arpey said. This followed two previous
quarters of equally impressive cost results. "Our success in
removing costs from the operation has paved the way for our
improved results and has given us the ability to stand and fight
rather than retreat and shrink," he said. "Without the negative
impact of rising fuel prices, our progress would have been even
more dramatic, with a year-over-year decline in mainline unit
costs (holding fuel prices at first quarter 2003 levels) of more
than 17 percent."
Arpey noted that during the first quarter, AMR continued to make
significant progress under its four-point Turnaround Plan. These
were among the more notable achievements:
-- In January, American held "Customer Strategy" sessions
with employees to develop ways of better serving the
airline's customers. Work teams, which also include
front-line employees, are reviewing, analyzing and
implementing ideas from these sessions.
-- AMR was able once again to access the capital markets with
two financing deals during the quarter, raising $499
million.
-- American completed the addition of seats to its 757 and
A300 fleets, allowing it to make more seats available in
leisure markets where customer demand is particularly
high.
-- Service also was enhanced by the shift of capacity to
international markets, including the start of Los Angeles-
Tokyo service, American's fifth route to Japan.
-- Expanding on the efficiencies created by the restructuring
of the DFW, Chicago and St. Louis hubs, American
solidified plans during the quarter for the depeaking of
the Miami hub on May 1.
-- At London Gatwick, American is consolidating its
operations with British Airways, thus reducing costs and
also letting American provide better connecting
opportunities and an overall better travel experience for
its customers.
-- Year to date, American has contributed $319 million to its
defined pension plans, including using its strengthened
cash position to make an early contribution of $147
million.
-- American, based on improvements in customer service
performance as measured by Survey America, is making the
first payout to the airline's employees under the
company's new Annual Incentive Plan -- the third piece of
a success-sharing package for employees that also includes
a Broad Based Employee Stock Plan and Profit Sharing.
* * *
As reported in the Troubled Company Reporter's February 13, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC'
rating to AMR Corp.'s $300 million senior convertible notes due
2024 (guaranteed by subsidiary American Airlines Inc.; both rated
B-/Stable/--), a Rule 415 shelf drawdown. The rating is two
notches below the corporate credit rating of AMR, because the
large amount of secured debt and leases relative to AMR's owned
and leased asset base places senior unsecured creditors in an
essentially subordinated position.
"The convertible note offering bolsters AMR's liquidity in advance
of heavy upcoming debt maturities and pension obligations," said
Standard & Poor's credit analyst Philip Baggaley. "The company
continues to make progress on narrowing losses, reflecting mostly
substantial labor cost concessions agreed in April 2003, and on
gradually restoring a weak financial profile," the credit analyst
continued.
The 'B-' corporate credit ratings on AMR Corp. and American
Airlines Inc. reflect a weak financial profile following several
years of huge losses, heavy upcoming debt and pension obligations,
and participation in the competitive, cyclical, and capital-
intensive airline industry. An improved cost structure following
substantial labor concessions and adequate near-term liquidity are
positives.
AMR's improving operating results and liquidity should enable it
to maintain credit quality consistent with its rating, despite
heavy financial obligations. AMR Corp.'s December 31, 2003,
consolidated balance sheet shows more than $29 billion in
liabilities and shareholder equity has dwindled to $46 million.
ARGOSY GAMING: Hosting Q1 Earnings Conference Call on April 27
--------------------------------------------------------------
Argosy Gaming Company (NYSE: AGY) will host an investor/analyst
conference call on April 27, 2004, at 11:00 a.m. EDT to review its
first quarter 2004 financial results. The call will be broadcast
live via the Internet and may be accessed through our web site at
http://www.argosycasinos.com/
A replay of the call will also be available at our website through
May 4, 2004. For those interested in participating in the call,
please dial (706) 634-1306 and reference conference ID #6681757
ten to fifteen minutes prior to the call start time.
About Argosy Gaming Company
Argosy Gaming Company is a leading owner and operator of six
casinos located in the central United States. Argosy owns and
operates the Alton Belle Casino in Alton, Illinois, serving the
St. Louis metropolitan market; the Argosy Casino- Riverside in
Missouri, serving the greater Kansas City metropolitan market; the
Argosy Casino-Baton Rouge in Louisiana; the Argosy Casino-Sioux
City in Iowa; the Argosy Casino-Lawrenceburg in Indiana, serving
the Cincinnati and Dayton metropolitan markets; and the Empress
Casino Joliet in Illinois serving the greater Chicagoland market.
* * *
As reported in the Troubled Company Reporter's February 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Argosy Gaming Co.'s proposed $350 million senior
subordinated notes due 2014. Together with availability under the
company's existing revolving credit facility, proceeds will be
used to fund the planned repurchase of Argosy's outstanding 10.75%
senior subordinated notes due 2009.
At the same time, Standard & Poor's affirmed its existing ratings,
including its 'BB' corporate credit rating. The outlook is stable.
The Alton, Illinois-based casino owner and operator had total debt
outstanding of approximately $870 million at Dec. 31, 2003.
The ratings reflect Argosy's relatively small portfolio of casino
assets, cash flow concentration in two of its assets, and the
company's exposure to recent legislative actions. These factors
are offset by a somewhat geographically diverse portfolio of
casino assets, adequate credit measures for the rating, and
expected higher free cash flow generation.
BESTAR INC: Furloughs Employees as Company Commences Restructuring
------------------------------------------------------------------
Bestar Inc. posted revenue of $42,585,000 for the fiscal year
ended December 31, 2003, against $50,388,000 the previous year.
Due to the effect of currency fluctuations on forward exchange
contracts in excess of company needs, net earnings of $254,000 or
$0.02 per share were recorded in 2003, compared with a net loss of
$3,344,000 or $(0.30) per share in 2002. Last year's results
include a special after-tax provision of $1,619,000 or $(0.15)
per share pursuant to the application of an accounting principle
concerning the potential loss on forward exchange contracts.
Further to the strong appreciation of the Canadian dollar, the
company sold its forward exchange contracts in fiscal 2003 for an
after-tax gain of $1,619,000 or $0.15 per share.
"Our markets continued to be hard hit by an economic climate and
specific conditions unfavorable to office furniture sales.
Profitability was affected by the negative operating results.
Furthermore, strategic decisions that could have been beneficial
were postponed following delays last year in setting up the
elements required to financially restructure the company,"
explained Bestar Chairman of the Board Paulin Tardif.
"As recently reported, we have reorganized senior management and
concluded a new long-term financing agreement. This refinancing
will enable us to release the two private placements in escrow
announced on March 31 that will provide $1,950,000 in new
capital."
"Management is completing the new strategic plan with a view to
optimizing all our activities while taking into consideration
customer and market requirements as well as an increasingly
competitive environment. We are also undertaking a complete
review of our operating processes and readjusting our workforce
according to the company's size and real needs. We recently
proceeded with some 100 temporary layoffs as well as eliminating
some 15 administrative and technical positions. At the end of
April, we will also closed our Montreal South Shore sales office
so as to consolidate all company operations in Lac-Megantic. All
the necessary measures will be taken to ensure the company's
turnaround and long-term survival," concluded Mr. Tardif.
The annual and special meeting of shareholders of Bestar Inc.
will be held on Wednesday, June 30, 2004, at 1:30 p.m., in Motel
Le Quiet, 3284 Laval Street, Lac-Megantic.
Bestar Inc. is a leading Canadian manufacturer of ready-to-
assemble furniture.
BUDGET GROUP: Files Amendments to Chapter 11 Plan Supplement
------------------------------------------------------------
Budget Group Inc. and its debtor-affiliates delivered to Judge
Case a supplement to their Second Amended Plan on March 26, 2004.
On April 16 and April 19, 2004, the Debtors delivered amendments
to the Plan Supplement to Judge Case:
(1) The Plan Supplement lists the post-Effective Date Officers
and Directors of BRAC Group, Inc., and BRACII;
(2) The Plan Supplement added 20 more Agreements to be
assumed; and
(3) The Plan Supplement added the form of the Plan
Administration Agreement, which the BRAC Group, Inc., will
enter into with Walker, Truesdell & Associates -- the
proposed Plan Administrator.
The proposed post-Effective Date Officer and Director for BRAC
Group is:
Hobart G. Truesdell
Walker, Truesdell & Associates, Inc.
380 Lexington Avenue, Suite 1514,
New York, New York 10168
The proposed post-Effective Date Officer and Director for BRACII
is:
Robert F. Troisio
BTB Associates LLC
2 Pettinaro Drive,
Millville, Delaware 19970
BRAC Group will assume one more agreement each with Insurance
Company of North America and with Atlantic Employers Insurance
Company.
Aside from the 62 policy agreements, BRAC Group will also assume:
(a) four Paid Loss Premium Collection Agreements with Pacific
Employers Insurance Company dated:
* September 30, 1986;
* September 30, 1987;
* October 1, 1988; and
* October 1, 1990;
(b) four more Paid Loss Premium Collection Agreements with:
* Pacific Employers and CIGNA Insurance Company of Texas,
dated October 1, 1989;
* Pacific Employers and Beech Holdings Corp., dated
October 1, 1991; and
* Pacific Employers, Beech Holdings Corp. and Atlantic
Employers Insurance Company, dated October 1, 1992;
(c) a Cash Flow Deductible Workers' Compensation Agreement
with Pacific Employers, dated October 1, 1990;
(d) two more Cash Flow Deductible Workers' Compensation
Agreements with Pacific Employers and Beech Holdings,
dated:
* October 1, 1991; and
* October 1, 1992;
(e) three agreements with Beech Holdings and Pacific
Employers:
* Agreement for Workers' Compensation Residual Market
Assessment -- 1991 Paid Loss Retro Programs;
* Agreement for Workers' Compensation Residual Market
Assessment -- 1991 Deductible WC Programs; and
* Agreement for Workers' Compensation Residual Market
Assessment -- 1992 Deductible WC Programs;
(f) Deductible Workers' Compensation Agreement, effective
October 1, 1990, with Pacific Employers;
(g) Automobile Liability Matching Deductible Agreement,
effective October 1, 1990;
(h) The Indenture of lease entered into as of January 1, 2000,
between Huber's, Inc., and Budget Rent-A-Car Systems.,
Inc., for property located at Plantside Drive, in
Louisville, Kentucky;
(i) Veritas Support and Software License Agreement, dated
July 7, 2000, among VERITAS Software Global Corporation,
Perot Systems and Ryder TRS, Inc.; and
(j) Support Agreement, dated July 2000, among VERITAS Software
Global Corporation, Perot Systems and Ryder TRS, Inc.
The intended assumption of the Veritas software agreements is
contingent on the assignment of the Contracts to Cherokee
Acquisition Corporation. To the extent the assignment will not
occur, the Debtors reserve the right to reject these Contracts.
The amended Plan Supplement also provides that BRACII, after the
Effective Date, may also prosecute the non-Avoidance Action
titled: Budget Rent-A-Car International, Inc., and Second
Perspective Limited -- RG 204640 -- Debt recovery -- Reading
County Court, England.
A free copy of the Amended Plan Supplement is available at:
http://bankrupt.com/misc/BudgetAmendedPlanSupplement.pdf
Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts. When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)
BUSH INDUSTRIES: Obtains Approval for $15 Million DIP Facility
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
gave its nod of approval to Bush Industries, Inc.'s request to
obtain DIP Financing to finance the ongoing operation of its
business.
The Debtor points out that in order to continue its operation in
an orderly fashion and to avoid imminent and irreparable harm to
its business, and the value of the collateral securing the
prepetition secured senior debt, it is necessary for it to
immediately obtain the financing and to use the cash collateral.
The Debtor has determined that it required a Postpetition loan
facility in the principal amount of up to $15,000,000. The DIP
Financing Agreement provides for financing by the Lenders in the
aggregate amount of $15,000,000.
The group of lenders is composed of:
* JPMorgan Chase Bank;
* Bear Stearns Investment Products, Inc.;
* B IV Capital Partners, LP;
* GMAM Investment Funds Trust II,
* New Star Factors, Inc., and
* Sea Pines Funding LLC.
The loan will mature at the earliest of:
i) September 30, 2004;
ii) 30 days after the Interim Order has been issued;
iii) the effective date of a plan;
iv) the date of termination of the Commitments as an exercise
of remedies; and
v) the date upon which the sale of all or substantially all
of the Debtor's assets is consummated.
The Debtor will pay the lenders:
a) 0.5% per annum on the average daily unused total
commitment;
b) a $450,000 facility fee;
c) a $50,000 structuring fee; and
d) a $50,000 quarterly work fee.
The Debtor argues that the DIP Financing should be approved
because it is unable to obtain credit otherwise and the interests
of the prepetition lenders are adequately protected.
As adequate protection, the Debtor proposes to grant the
prepetition lenders with:
a) a superpriority claim as contemplated by section 507(b) of
the Bankruptcy Code; and
b) a replacement liens on the assets of the Debtor, which
liens will have a priority immediately junior to the
priming and other liens to be granted, in favor of the
lenders.
Pending a final hearing on the Debtor's request for approval of
the DIP Facility, it wants the Court to approve the interim
financing order within which the Debtor is allowed up to
$10,000,000. The Debtor argues that it requires access to
postpetition credit immediately.
Headquartered in Jamestown, New York, Bush Industries, Inc.,
-- http://www.bushindustries.com/-- is engaged in the manufacture
and sale of ready-to-assemble furniture under the Bush, Eric
Morgan and Rohr trade names and production of after market
accessories for cell phones. The Company filed for chapter 11
protection on March 31, 2004 (Bankr. W.D.N.Y. Case No. 04-12295).
Garry M. Graber, Esq., at Hodgson, Russ represents the Debtor in
its restructuring efforts. When the Company filed for protection
from its creditors, it listed $53,265,106 in total assets and
$169,589,800 in total debts.
CEDARA: 3rd Quarter Earnings Conference Call Set for April 28
-------------------------------------------------------------
Cedara Software Corp. (TSX:CDE/OTCBB:CDSWF), a leading independent
developer of medical software technologies for the global
healthcare market, announced that it will release its financial
results for the 2004 fiscal year third quarter ended
March 31, 2004 on Wednesday, April 28, 2004 after the market
close.
Cedara will conduct a conference call and web cast to discuss
results and corporate strategy on Thursday, April 29, 2004 at
11:00 a.m. (Eastern Time), with a question and answer session to
follow.
To participate in the conference call please dial 416-405-9328 or
1-800-387-6216, five to ten minutes prior to the April 29, 2004,
11:00 a.m. start of the call.
The conference call can also be accessed via audio web cast by
visiting:
http://www.cedara.com/investors/teleconference_webcast.htm
This conference call will be recorded and will be available on
instant replay at the end of the call, until midnight
May 27th, 2004.
To listen to the replay, please dial 416-695-5800 or
1-800-408-3053, and enter pass code 3034950 followed by the number
sign.
About Cedara Software
Cedara Software Corp. is a leading independent provider of medical
technologies for many of the world's leading medical device and
healthcare information technology companies. Cedara software is
deployed in thousands of hospitals and clinics worldwide. Cedara's
advanced medical imaging technologies are used in all aspects of
clinical workflow including the operator consoles of numerous
medical imaging devices; Picture Archiving and Communications
Systems (PACS); sophisticated clinical applications that further
analyze and manipulate images; and even the use of imaging in
minimally-invasive surgery. Cedara is unique in that it has
expertise and technologies that span all the major digital imaging
modalities including magnetic resonance imaging (MRI), computed
tomography (CT), digital X-ray, ultrasound, mammography,
cardiology, nuclear medicine, angiography, positron emission
tomography (PET) and fluoroscopy.
The company's December 31, 2003, balance sheet discloses a working
capital deficit of about CDN$5 million.
COVANTA: Tampa Debtors File Disclosure Statement in S.D.N.Y.
------------------------------------------------------------
In support of Covanta Tampa Bay, Inc., and Covanta Tampa
Construction, Inc.'s Joint Plan of Reorganization, the Covanta
Tampa Debtors delivered to the Court a draft Disclosure Statement
on April 13, 2004.
A full-text of copy of the Covanta Tampa Debtors' Disclosure
Statement is available for free at:
http://bankrupt.com/misc/Covanta_Tampa_Disclosure_Statement.pdf
Anthony J. Orlando, Covanta Tampa President and Chief Executive
Officer, emphasizes that the overriding purpose of the Plan is to
enable the Covanta Tampa Debtors to:
(a) implement their Court-approved Settlement Agreement with
Tampa Bay Water; and
(b) emerge from Chapter 11 for purposes of operating the
desalination-to-drinking water facility near Tampa Bay,
Florida on Tampa Bay Water's behalf for an agreed-upon
amount of time.
The Plan constitutes separate plans for each Debtor.
Covanta Tampa's Capital Structure
The Disclosure Statement provides for the Covanta Tampa Debtors'
capital structure:
-- DIP Financing Facility
On March 3, 2004, the Covanta Tampa Debtors obtained the
Court's permission to tap on a $1,000,000 financing under
a Postpetition Credit Agreement with Covanta Energy
Corporation, as lender. Covanta agrees to provide
postpetition financing to the Covanta Tampa Debtors, on a
joint and several liability basis, to fund their
continuing operations.
-- Covanta Administrative Expense Claim
The Covanta Administrative Expense Claim will be deemed
Allowed on the Confirmation Date for $3,400,000. The
Allowed amount represents a voluntary reduction of the
otherwise allowable amount of Covanta's Administrative
Expense Claim of several million dollars.
-- Other Administrative Claims
None.
-- Secured Claims
The Covanta Tampa Debtors estimate that Secured Claims
aggregate $8,000,000, consisting of:
(i) Tampa Bay Water's disputed claims against
Construction that are secured by retainage; and
(ii) the claims of Federal Insurance Company,
Construction's surety that has made payments on
Construction's behalf and whose claims are secured
by Construction's interest in that retainage.
Under the Tampa Bay Water Settlement Agreement, Tampa Bay
Water's Secured Claim will be waived on the Effective
Date.
-- Unsecured Claims
The Covanta Tampa Debtors estimate that there are less
than $250,000 in Unsecured Claims consisting primarily of
the Claims of parties who provided goods and services in
connection with the construction or testing of the Tampa
Bay Facility.
-- Intercompany Claims
The Covanta Tampa Debtors estimate that there are
approximately $12,000,000 of prepetition Intercompany
Claims. This amount is in addition to, and exclusive of,
the Covanta Administrative Expense Claims.
-- Third Party Claims
None.
-- Equity
Covanta owns, directly or indirectly, 100% of the
outstanding Equity Interests in and to each of the
Covanta Tampa Debtors.
Plan Feasibility
To demonstrate the feasibility of the Plan, the Covanta Tampa
Debtors prepared financial projections through December 31, 2004,
which they intend to file with the Court at a later date under a
separate cover. According to Mr. Orlando, the Projections
indicate that the Covanta Tampa Debtors would have sufficient
cash flow to fund their operations. The Covanta Tampa Debtors
believe that they will be able to timely perform all obligations
described in the Plan in satisfaction with the feasibility
requirement of Section 1129(a)(11) of the Bankruptcy Code.
Mr. Orlando, however, cautions that no representations can be
made as to the Projections' accuracy or as to the Covanta Tampa
Debtors' ability to achieve the projected results since some
assumptions may not materialize, and events and circumstances may
be different from those assumed or may be unanticipated, and may
adversely affect the Covanta Tampa Debtors' financial results.
Mr. Orlando emphasizes that the Projections were not prepared
with a view toward compliance with:
-- the guidelines established by the American Institute of
Certified Public Accountants;
-- the practices recognized to be in accordance with generally
accepted accounting principles; or
-- the rules and regulations of the Securities and
Exchange Commission regarding projections.
Furthermore, the Covanta Tampa Debtors' independent accountants
have not audited the Projections. Although presented with
numerical specificity, the Projections are based on a variety of
assumptions, some of which in the past have not been achieved and
which may not be realized in the future, and are subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the Covanta Tampa
Debtors' control.
Reorganization Beats Liquidation
The Bankruptcy Code requires a court to determine that the plan
is in the "best interests" of all holders of claims and interests
that are impaired by the plan and that have not accepted the
plan. The "best interests" test, as set forth in Section
1129(a)(7), requires a court to find either that:
(i) all members of an impaired class of claims or interests
have accepted the plan; or
(ii) the plan will provide a member who has not accepted the
plan with a recovery of property of a value, as of the
effective date of the plan, that is not less than the
amount that the holder would recover if the debtor were
liquidated under Chapter 7 of the Bankruptcy Code.
The Covanta Tampa Debtors believe that their Plan is in the "best
interests" of all holders of claims and interests. The Debtors
believe that creditors would lose the substantially higher going
concern value if they were forced to liquidate. The assets
available for distribution to creditors would be reduced by
additional expenses under a Chapter 7 liquidation and by claims,
some of which would be entitled to priority, which would arise by
reason of the liquidation and from the rejection of leases and
other executory contracts in connection with the cessation of
operations and the failure to realize the greater going concern
value of the Debtors' assets.
Additionally, if the Covanta Tampa Debtors' Chapter 11 Cases were
converted to Chapter 7, they would no longer have the agreement
of Covanta to voluntarily reduce the amount of Covanta's
Administrative Expense Claim against their Estates. The Debtors
would also no longer have the agreement of the holders of
Intercompany Claims to voluntarily subordinate their Claims to
other Unsecured Claims to the extent necessary to ensure full
payment of such other Unsecured Claims. They also won't receive
or enjoy the benefits of the Tampa Bay Water Settlement
Agreement.
To support their contention, the Covanta Tampa Debtors have
prepared a Liquidation Valuation Analysis, which will be filed
with the Court at a later date. The Liquidation Valuation
Analysis is premised on a hypothetical liquidation in a Chapter 7
case, and takes into account the nature, status and underlying
value of the Covanta Tampa Debtors' assets, the ultimate
realizable value of their assets, and the extent to which the
assets are subject to liens and security interests. The Covanta
Tampa Debtors projected the amount of Allowed Claims based on a
review of their scheduled claims.
The Covanta Tampa Debtors could also be liquidated pursuant to a
Chapter 11 plan. Their assets could be sold in an orderly
fashion that may be conducted over a more extended period of time
than in a liquidation under Chapter 7. Thus, a Chapter 11
liquidation might result in larger recoveries than a Chapter 7
liquidation. However, the potential delay in distributions could
result in lower present values received and higher administrative
costs, as well as substantial tax obligations.
Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
54; Bankruptcy Creditors' Service, Inc., 215/945-7000)
CYBEX INTERNATIONAL: Will Hold Q1 Conference Call on April 26
-------------------------------------------------------------
Cybex International, Inc. (AMEX: CYB), a leading exercise
equipment manufacturer, will discuss its first quarter results in
a conference call on Monday, April 26, 2004 at 11 a.m. EDT.
Those who wish to participate in the conference call may telephone
(888) 335-6674 approximately 15 minutes before the 11 a.m. EDT
starting time. A digital replay of the call will be available by
telephone for 48 hours following the completion of the live call,
at (877) 519-4471 toll free in the United States or (973) 341-3080
for international callers, PIN #4713653.
The Company plans to release earnings on Thursday, April 22, 2004.
Cybex International, Inc. -- whose December 31, 2003, balance
sheet shows a net working capital deficit of $4,532,000 -- is a
leading manufacturer of premium exercise equipment for commercial
and consumer use. Cybex designs and engineers each of its products
and programs to reflect the natural movement of the human body,
allowing for variation in training and assisting each unique user
-- from the professional athlete to the rehabilitation patient --
to improve his/her daily human performance. For more information
on Cybex, visit http://www.cybexinternational.com/
DAN RIVER: Gets Court Authority to Hire Ernst & Young
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Newnan Division, approved the application of Dan River Inc., and
its debtor-affiliates, to employ Ernst & Young Corporate Finance
LLC to provide restructuring advisory services to them.
Ernst & Young, in the course of the Debtors' Chapter 11 cases,
will provide advisory services including, but not limited to
advising and assisting the Debtors' management in assembling
various reports required under the Bankruptcy Code, the Federal
Rules of Bankruptcy Procedure, local rules of the Bankruptcy
Court, the United States Trustee Guidelines and other applicable
rules and orders. Ernst & Young's services will also include
certain of the required Schedules of Assets and Liabilities,
Statements of Financial Affairs and the Monthly Operating Reports.
Anna M. Phillips reports that the firm will bill the Debtors its
current hourly rates ranging from $140 to $650 per hour.
Headquartered in Danville, Virginia, Dan River Inc.
-- http://www.danriver.com/-- is a designer, manufacturer and and
marketer of textile products for the home fashions, apparel
fabrics and industrial markets. The Company filed for chapter 11
protection on March 31, 2004 (Bankr. N.D. Ga. Case No.
04-10990). James A. Pardo, Jr., Esq., at King & Spalding
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$441,800,000 in total assets and $371,800,000 in total debts.
DELCO REMY: Division President Richard Keister to Resign in May
---------------------------------------------------------------
Richard L. Keister, President of Delco Remy International's (DRI)
Aftermarket Group will be resigning on May 31, 2004 to join
Keystone Automotive Industries (Nasdaq), a supplier to the
collision repair industry, as their CEO.
Keister joined DRI in 1997 when World Wide Automotive was
acquired. Keister served as President of the Electrical Division
until October 2001, when he was promoted to president of Delco
Remy's Aftermarket Division. In these roles, Keister has been
responsible for expanding Delco Remy International's global-
footprint including aftermarket operations in Hungary and Mexico.
Keister's growth focused initiatives have supported Delco Remy's
number one market share position in remanufactured rotating
electrics. Additionally, he led the reorganization of the
aftermarket into separate businesses each led by an accomplished
general manager.
Commenting on Keister's contributions, Thomas J. Snyder, President
and CEO stated, "We will miss Rick's business skills; however, he
has established strong teams in each of the businesses and we are
confident the leadership will continue to execute the strategies
supporting our continued growth."
About Delco Remy
Delco Remy International, Inc., headquartered in Anderson,
Indiana, is a leading designer, manufacturer, remanufacturer and
distributor of electrical, drivetrain/powertrain and related
products and core exchange service for automobiles and light
trucks, heavy-duty trucks and other heavy-duty off-road and
industrial applications.
As reported in the Troubled Company Reporter's April 6, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Anderson, Indiana-based Delco Remy International Inc. to stable
from negative. At the same time, Standard & Poor's affirmed its
'B' corporate credit rating on Delco Remy and its 'CCC+'
subordinated debt ratings.
"The outlook revision reflects the stabilization of Delco Remy's
credit protection measures, which is the result of management's
recent restructuring efforts, operating improvements, and proposed
recapitalization that will improve financial flexibility," said
Standard & Poor's credit analyst Nancy Messer.
Standard & Poor's also affirmed its 'B+' rating on Delco Remy's
secured credit facility, which will be sized at $120 million in
the proposed transaction and which is proposed to expire in June
2007. Standard & Poor's assigned its 'B-' rating to Delco Remy's
proposed $125 million floating rate second-priority secured notes
due 2009 and its 'CCC+' rating to Delco Remy's proposed $150
million senior subordinated notes due 2012. In addition, Standard
& Poor's lowered the rating on the company's $145 million senior
unsecured notes to 'CCC+' from 'B-', because of the deterioration
of recovery prospects for these debt holders as a result of the
proposed revised capital structure and recent noncash charges.
DELPHAX TECHNOLOGIES: Will Discuss 2nd Quarter Results on May 5
---------------------------------------------------------------
Delphax Technologies Inc. (Nasdaq: DLPX), a global leader in the
design, manufacture and delivery of advanced digital print
production systems and electron-beam imaging technology, will
discuss second quarter results in a conference call on Wednesday,
May 5, at 10:00 AM Central Time.
Delphax will release second quarter results before market opening
on Wednesday, May 5. To participate in the conference call,
contact 1-800-218-0713 shortly before 10:00 AM Central Time and
ask for the DELPHAX conference call.
To listen to a taped rebroadcast of the conference, call toll-free
1-800-405-2236 and enter the passcode 575768#. This rebroadcast
will be available starting at noon on May 5, 2004, and will remain
active until noon on May 19, 2004.
For questions regarding the conference call, contact Tom
Langenfeld, BlueFire Partners, at (612) 344-1038.
Delphax Technologies Inc. is a global leader in the design,
manufacture and delivery of advanced digital print production
systems based on its patented electron-beam imaging (EBI)
technology. Delphax digital presses deliver industry-leading
throughput for both roll-fed and cut-sheet printing environments.
These flagship products are extremely versatile, providing
unparalleled capabilities in handling a wide range of substrates
from ultra lightweight paper to heavy stock. Delphax provides
digital printing solutions to publishers, direct mailers and other
printers that require systems capable of supporting a wide range
of commercial printing applications. The company also licenses and
manufactures EBI technology for OEM partners that create
differentiated product solutions for additional markets. There are
currently over 4,000 installations using Delphax EBI technology in
more than 60 countries worldwide. Headquartered in Minneapolis,
with subsidiary offices in Canada, the United Kingdom and France,
the company's common stock is publicly traded on the National
Market tier of the Nasdaq Stock Market under the symbol: DLPX.
Additional information is available at http://www.delphax.com/
* * *
On November 14, 2003, the Company's independent auditors, Ernst &
Young LLP, issued, from its Minneapolis, Minnesota office, its
Auditors Report on the Company's financial condition. The last
paragraph of the Report states:
"The accompanying financial statements have been prepared assuming
that Delphax Technologies Inc. will continue as a going concern.
The Company has incurred operating losses in four of the last five
fiscal years. In addition, as more fully described in Note K, the
Company was not in compliance with certain financial covenants of
its credit agreement. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are described in
Note K. The financial statements do not include any adjustments to
reflectthe possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty."
DIGITAL BROADBAND: Turnstone Agrees to Settle Pref. Claim Dispute
-----------------------------------------------------------------
Turnstone Systems, Inc. (Nasdaq: TSTN.PK) and the Official
Committee of Unsecured Creditors of the In re Digital Broadband
Communications Bankruptcy have entered into a written stipulation
of settlement to resolve a preference claim brought by the
Committee. The terms of the settlement include a payment of
$500,000 that Turnstone expects to make to the Committee in the
second quarter of 2004. Turnstone had included $500,000 in its
liabilities as of December 31, 2003 for estimated litigation
settlement costs related to this claim.
In its response to the Committee's claim, Turnstone denied that
any of the disputed payments constituted preference payments under
U.S. bankruptcy law and vigorously contested the claim. Turnstone
agreed to settle the matter to avoid the uncertainty, distraction
and expense of protracted litigation of this matter.
The terms of this settlement are subject to certain conditions,
including, but not limited to, the approval of the United States
Bankruptcy Court, District of Delaware. If such court approval is
not granted, Turnstone will continue to defend itself vigorously
against the claim.
About Turnstone Systems
Turnstone is based in Santa Clara, California. For more
information about Turnstone, visit http://www.turnstone.com/email
info@turnstone.com or phone the toll-free number 877-8-COPPER.
EL PASO CORP: Selling 50% Stake in Texas Power Plant for $72 Mil.
----------------------------------------------------------------
El Paso Corporation (NYSE: EP) has agreed to sell its interest in
a domestic merchant power plant to FPL Energy, LLC for
approximately $72 million. In the transaction, affiliates of El
Paso will sell their 50-percent interest in Bastrop Energy
Partners L.P., which owns and operates a 540-megawatt natural
gas-fired merchant power plant located in Bastrop, Texas.
This sale supports El Paso's long-range plan to reduce the
company's debt, net of cash, to approximately $15 billion by year-
end 2005. El Paso had targeted asset sales within the range of
$3.3 billion to $3.9 billion by the end of 2005, and to date, the
company has announced or closed approximately $3.4 billion of
asset sales. El Paso anticipates taking an estimated $48-million
asset impairment charge associated with this transaction.
El Paso Corporation provides 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/
* * *
As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on natural gas pipeline and production
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-
expected write-down of the company's oil and natural gas reserves.
The outlook remains negative.
ENRON CORP: Retains Nathan Assoc. as Economic & Damage Consultant
-----------------------------------------------------------------
Enron Corporation and its debtor-affiliates sought and obtained
the Court's authority to employ Nathan Associates, Inc., as their
economic and damage consultants in connection with the Debtors'
litigation against Citigroup, Inc., nunc pro tunc to August 15,
2003.
The Debtors selected Nathan as economic and damages consultants
because of its past experience in dealing with similar complex
cases. The Debtors believe that Nathan is both well qualified
and able to represent them in the most efficient and timely
manner.
Dr. Lakhbir Singh, Executive Vice-President of Nathan Associates,
Inc., assures Judge Gonzalez that Nathan's officers and
associates do not have any known connection with, or any interest
adverse to, the Debtors, their creditors or any other parties-in-
interest, or their attorneys and accountants.
Judge Gonzalez authorizes the Debtors to pay Nathan its customary
hourly rates for services rendered that are in effect from time
to time, and to reimburse any reasonable out-of-pocket expenses.
According to Dr. Singh, Nathan's current regular hourly rates
are:
Officers $340 - 450
Managing Associates 225 - 275
Associates 175 - 200
Research Associates and Assistants 105 - 140
At the Debtors' request, the Court allows Nathan to limit
distribution of its fee statements, fee applications and related
documents and records only to Chambers, the Chairman and
Professional Staff of the Fee Committee, counsel to the Creditors
Committee, the Office of the U.S. Trustee and any other party the
Court designates. Limited distribution will protect the
privileged and confidential nature of information contained in
certain of Nathan's time descriptions.
Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
relates that employing Nathan is reasonable considering the
nature of services the firm provides, the sensitive nature of the
Litigation, and the high level of media attention focused on
these cases. Any disclosure of the economic and damages
analysis, or the strategy to be used in the Litigation, would
potentially jeopardize the goal of maximum possible recoveries
for the Debtors' estates. (Enron Bankruptcy News, Issue No. 105;
Bankruptcy Creditors' Service, Inc., 215/945-7000)
EXTENDICARE: Releasing First Quarter Financial Results on May 6
---------------------------------------------------------------
Extendicare Inc. (TSX: EXE and EXE.A; NYSE: EXE.A) will release
its 2004 first quarter financial results on Thursday, May 6, 2004.
The Company will hold a conference call on Friday, May 7, 2004 at
10:00 a.m. (ET) to discuss its results for the first quarter.
Following its release on May 6, 2004, the Company will post a
copy of the press release on its website, in addition to an
update of its supplemental information package found under the
Investor Information/Investor Documents/Supplemental Information
section of its website.
The May 7, 2004 conference call will be webcast live, and
archived, in the Investor Information section of Extendicare's
Web site, http://www.extendicare.com/
For those wishing to call in, the toll-free number of the live
call is 1-800-387-6216. Local callers please dial 416-405-9328. A
taped rebroadcast will be available approximately two hours
following the live call on May 7, 2004 until midnight on
May 21, 2004. To access the rebroadcast, dial 1-800-408-3053.
Local callers please dial 416-695-5800. The conference ID number
is 3035667.
Scheduled speakers for the Company on the conference call
include: Mel Rhinelander, President and Chief Executive Officer;
Mark Durishan, Vice-President, Finance and Chief Financial
Officer; and Christopher Barnes, Manager, Investor Relations.
Annual Shareholders' Meeting
Extendicare's Annual Meeting of holders of Subordinate Voting
Shares and Multiple Voting Shares will be held at The Glenn Gould
Studio, Canadian Broadcasting Centre, 250 Front Street West,
Toronto, Ontario, on Thursday, May 6, 2004 at 4:00 p.m. (ET). For
Annual Meeting purposes, the record date for holders of
Subordinate Voting Shares (EXE.A) and Multiple Voting Shares
(EXE) is March 19, 2004.
For those unable to attend in person, the meeting will be webcast
on Extendicare's Web site in the investor section at
http://www.extendicare.com/
Management's presentation to shareholders will be streamed in real
time with accompanying slides. The webcast will also be archived
on the site. Instructions for accessing the event will be provided
on the website.
Extendicare, through its subsidiaries, operates 267 long-term
care facilities across North America, with capacity for over
27,800 residents. As well, through its operations in the United
States, Extendicare offers medical specialty services such as
subacute care and rehabilitative therapy services, while home
health care services are provided in Canada. The Company employs
35,800 people in the United States and Canada.
* * *
As reported in the Troubled Company Reporter's April 14, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
bank loan rating to nursing home company Extendicare Health
Services Inc.'s (EHSI) new senior secured credit facility due June
2009. A recovery rating of '1' also was assigned to the facility,
indicating the expectation for a full recovery of principal in
the event of a default.
At the same time, Standard & Poor's assigned its 'B-' rating to
the company's $125 million of new senior subordinated notes due
2014. Proceeds of the notes will be used, along with cash and a
modest draw on the new revolver, to repay existing senior
subordinated notes.
The outstanding ratings on the company and its parent, Extendicare
Inc., including the 'B+' corporate credit rating, were affirmed.
The outlook was revised to positive from stable.
"The speculative-grade ratings reflect the difficulties that EHSI
has faced, and will continue to face, in its industry, including a
volatile reimbursement environment and escalating insurance
costs," said Standard & Poor's credit analyst, David Peknay.
"These negative factors are offset by the geographical dispersion
of its 154 nursing homes and 39 assisted living facilities."
FEDERAL-MOGUL: Wants Until August 1, 2004 to Decide on Leases
-------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Federal-
Mogul Debtors ask the Court to extend the time within which they
may elect to assume or reject non-residential real property
leases, through and including August 1, 2004.
According to Michael P. Migliore, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., in Wilmington, Delaware,
the real property leases relate to numerous facilities integral
to the Debtors' ongoing business operations. While the Debtors'
management largely completed the process of evaluating the leases
for their economic desirability and compatibility with the
Debtors' long-term strategic business plan, several real property
leases are continuing to be evaluated.
Mr. Migliore asserts that the Debtors will be able to preserve
the maximum flexibility in restructuring their business if an
extension is granted. Mr. Migliore contends that the present
circumstances will cause the Debtors to rethink the need to
continue leasing a particular facility or their decision to
reject a Real Property Lease.
Without an extension, the Debtors could be forced prematurely to
assume Real Property Leases that would later be burdensome,
giving rise to large potential administrative claims against
their estates and hampering their ability to reorganize
successfully. The Debtors could also be forced prematurely to
reject Real Property Leases that would have been beneficial to
their estates, to the collective detriment of all stakeholders.
Mr. Migliore assures the Court that the Debtors will perform all
of their obligations arising as of the Petition Date in a timely
fashion, including payment of postpetition rent due as required
by Section 365(d)(3).
Judge Lyons will convene a hearing on May 5, 2004 at 10:00 a.m.
to consider the Debtors' request. By application of Delaware
Local Rule 9006-2, the Debtors' lease decision deadline is
automatically extended until the conclusion of that hearing.
Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some $6
billion. The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
its creditors, they listed $ 10.15 billion in assets and $ 8.86
billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No.
53; Bankruptcy Creditors' Service, Inc., 215/945-7000)
FIBERMARK: Looks to Berenson & Company for Financial Advice
-----------------------------------------------------------
FiberMark, Inc., and its debtor-affiliates want the U.S.
Bankruptcy Court for the District of Vermont's authority to engage
Berenson & Company, LLC as their financial advisors in their
chapter 11 proceedings.
The Debtors report that Berenson & Company professionals have
extensive experience in providing financial advisory and
investment banking services in reorganization proceedings and have
excellent reputation for the services it has rendered in various
large and complex chapter 11 cases and out-of-court
restructurings.
Berenson & Company will:
a) review and analyze the Debtors' business operations and
financial projections;
b) evaluate the Debtors' potential debt capacity in light of
their projected cash flows;
c) assist in the determination of an appropriate capital
structure for the Debtors;
d) provide financial advice and assistance to the Debtors in
developing and obtaining confirmation of a plan of
reorganization;
e) advise the Debtors on tactics and strategies for
negotiating with various groups of the holders of the
Debtors' bank debt or debt securities or other claims
against the Debtors;
f) advise the Debtors on the timing, nature and terms of any
new securities, other consideration or other inducements
to be offered to their Creditors in connection with any
Restructuring Transaction;
g) assess the possibilities of bringing in new lenders and/or
investors to replace, repay or settle with any of the
Creditors;
h) provide expert testimony and related litigation support
services customarily provided by financial advisors with
respect to any litigation that may arise in connection
with any Restructuring Transaction;
i) assist in arranging debtor-in-possession financing and/or
a Financing Transaction (including exit financing) for the
Debtors;
j) advise the Debtors with respect to the structure of any
Transaction, participate in any meetings or negotiations
relating to a Transaction and advise and attend meetings
of the Debtors' Board of Directors and its committees with
respect thereto;
k) assist the Debtors in preparing any documentation required
in connection with the implementation of any Transaction;
l) provide testimony in any proceeding before the Bankruptcy
Court, as necessary, with respect to matters which
Berenson has been engaged to advise the Debtors; and
m) furnish, if requested by the Debtors, an appropriate
"fairness" or indenture opinion or specific enterprise
valuation (including, without limitation, any valuation of
the Debtors provided by Berenson that is included in a
disclosure statement in connection with a plan of
reorganization), the nature and scope of which shall be
such as the firm considers appropriate.
The Debtors agree to pay Berrenson & Company with:
(a) a $150,000 Monthly Advisory Fee;
(b) a Sale Transaction Fee equal to the greater of:
(i) the product of the applicable Sale Transaction Fee
Percentages set forth below and the higher of the
Transaction Value or the Implied Transaction
Value, as applicable or
(ii) $2,500,000, the "Minimum Sale Transaction Fee. The
Sale Transaction Fee Percentages are:
-- 1.5% on the first $150 million of Transaction
Value; plus
-- 1.0% on the next $100 million of Transaction
Value; plus
-- 0.75% on any amounts above $250 million of
Transaction Value;
(c) a Financing Transaction Fees of:
(i) 1.0% of the gross commitment of any capital
provided on a secured basis;
(ii) 3.0% of the gross commitment of any capital
provided on an unsecured, mezzanine or subordinated
basis; and
(iii) 5.0% for gross commitment of any capital provided
in an offering of any common equity, preferred or
convertible securities; and
(d) a Restructuring Transaction Fee equal to $2.5 million;
Headquartered in Brattleboro, Vermont, FiberMark, Inc.
-- http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463). Adam S. Ravin, Esq., D. J.
Baker, Esq., David M. Turetsky, Esq., Rosalie Walker Gray, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors
in their restructuring efforts. When the Debtors filed for
protection from its creditors, they listed $329,600,000 in total
assets and $405,700,000 in total debts.
FIRST FEDERAL: Fitch Drops Class B Ratings from 3 Transactions
--------------------------------------------------------------
Fitch Ratings has performed a review of the First Federal
Corporation manufactured housing transactions. Based on the
review, the following rating actions have been taken:
First Federal Corp., series 1996-1
-- Class A affirmed at 'AA-';
-- Class B downgraded to 'B' from 'BBB' and removed from
Rating Watch Negative.
First Federal Corp., series 1997-1
-- Class A affirmed at 'AA-';
-- Class B downgraded to 'BB+' from 'BBB' and removed from
Rating Watch Negative.
First Federal Corp., series 1997-2
-- Class A affirmed at 'AA';
-- Class B downgraded to 'B' from 'BB'.
The transactions reviewed pay principal due to senior bonds prior
to paying interest due to subordinate bonds. Higher than expected
losses have caused significant interest shortfalls to various
subordinate bonds in the transactions. While the structures allow
for interest shortfalls to be recovered in the future in the event
of sufficient excess spread, Fitch assessed the likelihood of the
bondholder receiving all interest due when determining the bond's
credit rating.
FIRST TENNESSEE: Fitch Notes Name Change to First Horizon National
------------------------------------------------------------------
Effective immediately, Fitch Ratings has placed the ratings
assigned to First Tennessee National Corporation under the
company's new banner, First Horizon National Corporation. This is
a result of the company's name change on April 20, 2004.
Ratings affected by the name change:
First Horizon National Corporation
(formerly First Tennessee National Corporation)
--Long-term Senior Debt 'A';
--Long-term Subordinated Debt 'A-';
--Short-term Debt 'F1';
--Individual 'B';
--Rating Outlook Positive;
--Support '5'.
First Horizon National Corporation's operating subsidiaries, First
Tennessee Bank, N.A. and First Tennessee Capital I and II are
unaffected by the April 20th name change.
FLEMING: Court OKs Lease Time Extension re Non-Objecting Lessors
----------------------------------------------------------------
As previously reported, the Fleming Companies, Inc. Debtors asked
the Court to extend their time to assume or reject unexpired non-
residential real property leases until August 31, 2004.
* * *
At least six lessors and interested parties filed objections:
-- Bobby Bay and Son Co.,
-- Don's Valley Foods,
-- JKKDR, Ltd.,
-- Karns Prime and Fancy Food, Ltd.,
-- Meridian Plaza One, LLC, and
-- Skogen's Wisconsin Dealerships
The Court extends the Debtors' Lease Decision Deadline until
August 31, 2004, except with respect to the Objectors' leases.
Judge Walrath will convene another hearing on May 18, 2004 to
consider the Debtors' request with respect to their leases with:
-- Bobby Bay,
-- Don's Valley Foods,
-- JKKDR,
-- Meridian, and
-- Skogen's
The Debtors' lease with Karns Prime and Fancy Food is deemed
rejected as of April 19, 2004.
Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor
of consumer package goods in the United States. The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945). Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 215/945-7000)
FOOTSTAR: Court Approves $225MM Sale of 350 Stores to Foot Locker
-----------------------------------------------------------------
Footstar, Inc. announced that the U.S. Bankruptcy Court for the
Southern District of New York in White Plains has approved the
sale of approximately 350 Footaction stores to Foot Locker, Inc.
(NYSE: FL) for $225 million in cash, subject to certain closing
adjustments and regulatory approvals. The sale will enable
Footstar to focus its full attention and resources on its core
Meldisco business as it moves forward with its Chapter 11
reorganization.
Following the Company's announcement on April 13, 2004 that it had
entered into a definitive agreement to sell these 350 stores to
Foot Locker for $160 million, Footstar received competing bids
from third parties that resulted in the increased offer from Foot
Locker. The transaction is expected to close in the second quarter
of 2004 and a hearing is scheduled for April 26, 2004 to approve
the assignment and assumption agreements related to the sale.
Dale W. Hilpert, Chairman, President and Chief Executive Officer,
commented, "We are pleased that this transaction reflects an
increased offer due to an active bidding process. As a result, we
have been able to maximize the value for our stakeholders while
also providing for continued employment of substantially all
Footaction store employees as well as employment opportunities for
other Footaction associates. We look forward to working with Foot
Locker on a smooth transition."
The Company today also announced that it has entered into
agreements to assign 15 Just For Feet leases to third parties
resulting in approximately $750,000 in net cash proceeds to the
Company and the avoidance of approximately $5 million of
bankruptcy rejection claims related to these leases.
Footstar Background
Footstar, Inc., with 2003 revenues of approximately $2.0 billion
and 14,000 associates, is a leading footwear retailer. Immediately
prior to filing for Chapter 11 bankruptcy on March 2, 2004, the
Company operated 428 Footaction stores in 40 states and Puerto
Rico, 88 Just For Feet superstores located predominantly in the
Southern half of the country, and 2,496 Meldisco licensed footwear
departments and 39 Shoe Zone stores. The Company also distributes
its own Thom McAn brand of quality leather footwear through Kmart,
Wal-Mart and Shoe Zone stores.
GENERAL MEDIA: Closes Shareholder Deal & Files New Bankruptcy Plan
------------------------------------------------------------------
Penthouse International (OTCBB:PHSL)(OTCBB:PHSLE), a diversified
holding company with operating subsidiaries in adult
entertainment, Internet transaction processing and real estate,
announced that on April 15, 2004 Dr. Luis Enrique Fernando Molina,
an affiliate of its principal stockholder, acquired 75% of the
outstanding Class A preferred stock of General Media, Inc., a
99.5% owned subsidiary of Penthouse. The purchase price of
approximately $10.25 million was paid by Dr. Molina's delivery of
his 8% increasing rate notes due March 31, 2008. The notes were
guaranteed by Penthouse and The Molina-Vector Investment Trust,
our principal stockholder, and secured by a pledge of shares of
Penthouse Series C preferred stock owned by the Trust.
Under the terms of the agreement, the sellers of the General Media
preferred stock and their affiliates, including Marc Bell, have
agreed to waive all objections to and support General Media's
proposed plan of reorganization and withdraw their competing plan.
On April 18, 2004, in accordance with the agreement, the Bell
group withdrew their plan.
Full Payment to Unsecured Creditors
On April 21, 2004 General Media and its subsidiaries filed a
Second Amended Plan of Reorganization with the Bankruptcy Court.
Under the terms of the proposed new plan:
-- the claims of holders of approximately $40 million
principal amount of General Media's 15% Senior Secured Notes
will be paid in full in cash at confirmation, including
accrued and unpaid interest and fees;
-- all allowed unsecured creditor claims (estimated at
approximately $10-$12 million) will be paid in full in
cash at confirmation, without interest;
-- all outstanding General Media preferred stock will be
extinguished; and
-- 100% of the common stock of the reorganized General Media
will be issued to Penthouse in exchange for an infusion of
new capital.
It is contemplated that General Media's plan will be financed
through a minimum of $30 million senior secured debt facility to
be provided by an unaffiliated lender and the balance through
capital contributions to be provided by Penthouse. Penthouse's
sources of financing will be loans and equity to be provided by
Dr. Molina and others.
GMAC COMM'L: Fitch Gives Low-B Ratings to 6 Series 2004-C1 Classes
------------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc.'s commercial mortgage
pass-through certificates, series 2004-C1, are rated by Fitch
Ratings as follows:
--$52,000,000 class A-1 'AAA';
--$102,519,000 class A-1A 'AAA';
--$55,000,000 class A-2 'AAA';
--$50,000,000 class A-3 'AAA';
--$343,755,000 class A-4 'AAA';
--$721,404,190 class X-1* 'AAA';
--$691,069,000 class X-2* 'AAA';
--$20,740,000 class B 'AA';
--$8,116,000 class C 'AA-';
--$15,330,000 class D 'A';
--$8,116,000 class E 'A-';
--$12,624,000 class F 'BBB+';
--$8,116,000 class G 'BBB';
--$10,821,000 class H 'BBB-';
--$4,509,000 class J 'BB+';
--$4,509,000 class K 'BB';
--$4,508,000 class L 'BB-';
--$2,706,000 class M 'B+';
--$2,705,000 class N 'B';
--$2,705,000 class O 'B-';
--$12,625,190 lass P 'NR'.
* Notional Amount and Interest Only
Classes A-1, A-2, A-3, A-4, B, C, D and E are offered publicly,
while classes A-1A, X-1, X-2, F, G, H, J, K, L, M, N, O and P are
privately placed pursuant to rule 144A of the Securities Act of
1933. The certificates represent beneficial ownership interest in
the trust, primary assets of which are 64 fixed-rate loans having
an aggregate principal balance of approximately $721,404,190, as
of the cutoff date.
GMAC COMM'L: Fitch Assigns Low Ratings to 7 Series 2001-C1 Classes
------------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 2001-C1 are affirmed by Fitch Ratings as
follows:
--$87.2 million class A-1 'AAA';
--$546.8 million class A-2 'AAA';
--Interest-only class X-1 'AAA';
--Interest-only class X-2 'AAA';
--$41 million class B 'AA+';
--$32.4 million class C 'A+';
--$13 million class D 'A';
--$17.3 million class E 'BBB+';
--$13 million class F 'BBB';
--$13 million class G 'BBB-';
--$25.9 million class H 'BB+';
--$6.5 million class J 'BB';
--$6.5 million class K 'BB-';
--$13 million class L 'B+';
--$4.3 million class M 'B';
--$4.3 million class N 'B-';
--$4.3 million class O 'CCC'.
Fitch does not rate the $13 million class P certificates.
The rating affirmations follow Fitch's review of the transaction,
which closed in April 2001. There have been no loan payoffs or
losses to date.
Currently, four loans (6%) are in special servicing, with losses
projected on two loans. The largest loan (3.6%) is a multifamily
property located in Norcross, Georgia. The property is 90+ days
delinquent. Recent appraisal value indicates potential for a
minimal loss upon disposition.
The second largest specially serviced loan (1.66%) is secured by
an office property in Dallas, Texas. The property is REO and under
contract for sale. Significant losses are expected upon the sale
of the property.
Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Even under these stress
scenarios, the resulting subordination levels were sufficient to
affirm the deal.
HAWAIIAN AIRLINES: Marks Its First Ever Full Year of Profits
------------------------------------------------------------
Hawaiian Airlines marked its first ever full year of consecutive
monthly operating profits with the court filing of its monthly
operating report. The company recorded its best operating results
ever for both the month of March and the first quarter of a year.
"At a time when many airlines continue to struggle and report loss
after loss, Hawaiian is thriving," said Joshua Gotbaum, trustee
for Hawaiian Airlines. "Hawaiian, always recognized for
outstanding service, continues to be the nation's most punctual
airline, and one of the most profitable. But we are not resting on
our laurels. With the launch next month of our Australia route,
Hawaiian will bring its unique service to even more travelers."
For March, Hawaiian reported an operating profit of $9.5 million
on revenue of $66.5 million. Hawaiian's March operating results
represent a year-over-year improvement of $10.3 million compared
to an operating loss of $774,000 on revenue of $56.2 million for
March 2003.
The most significant area of improvement was in overall revenue,
which increased by $10.3 million or 18 percent over March of last
year, a reflection of Hawaiian's continued ability to attract
customers and meet strengthening consumer demand for travel to and
within Hawaii.
Operating expenses in March remained constant year over year at
$57.0 million despite the spiraling price of fuel, which resulted
in a $600,000 increase in fuel costs.
Hawaiian's capacity, as measured by Available Seat Miles (ASMs),
increased by 3.8 percent in March. Hawaiian's Revenue Per
Available Seat Mile (RASM) jumped by 14.1 percent, while its Cost
Per Available Seat Mile (CASM) dropped by 3.5 percent compared to
the same month last year.
Hawaiian recorded net income of $4.3 million in March, a $7.0
million improvement over a net loss of $2.7 million reported for
March 2003.
Company Records Best Ever First Quarter
The success that Hawaiian enjoyed in March assured the company of
its best financial results ever for a first quarter, with an
operating profit of $17.4 million on revenue of $183.0 million.
This represents a year-over-year improvement of $30.9 million
compared to an operating loss of $13.5 on revenue of $157.1
million for first quarter 2003.
Most notably, scheduled passenger revenue improved by $30.7
million, which more than offset a $9.9 million decline in charter
revenue from reduced charter service.
First quarter operating expenses improved by $5.0 million, with
the biggest improvements in maintenance of $4.1 million and
aircraft rent of $2.9 million, offset by a $2.5 million increase
in fuel expense.
Operating revenues increased by 16.5 percent for first quarter
2004 compared to 2003. RASM increased 18 percent, while CASM
decreased by 1.5 percent over the same period last year.
The company recorded first quarter net income of $8.2 million, a
$23.6 million improvement over a net loss of $15.4 million
reported for first quarter 2003.
"In the past, the first quarter was a tough time for Hawaiian.
There were fewer travelers and fewer profits. It was at the end of
the first quarter last year that the airline had to file for
bankruptcy. Now the first quarter is a chance to show how far
Hawaiian has come. It's been a tremendous start to 2004 and we're
confident of even brighter days ahead," said Gotbaum.
About Hawaiian Airlines
Founded in Honolulu 74 years ago, Hawaiian Airlines is Hawaii's
largest and longest-serving airline, and the second largest
provider of passenger air service between Hawaii and the mainland
U.S. Hawaiian offers nonstop service to Hawaii from more mainland
U.S. gateways than any other airline. Hawaiian also provides
approximately 100 daily jet flights among the Hawaiian Islands, as
well as service to American Samoa and Tahiti.
The Company filed for chapter 11 protection on March 21, 2003
(Bankr. Hawaii Case No. 03-00817). Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed debts and assets of more than $100
million each.
Hawaiian Airlines, Inc. is a subsidiary of Hawaiian Holdings, Inc.
(AMEX and PCX: HA). Since the appointment of a bankruptcy trustee
on May 16, 2003, Hawaiian Holdings has had no involvement in the
management of Hawaiian Airlines and has had limited access to
information concerning the airline.
Additional information on Hawaiian Airlines is available at
http://www.HawaiianAir.com/
HEXCEL CORP: Total Equity Deficit Tops $94 Million at March 31
--------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) reported results for the first
quarter of 2004. Net sales for the first quarter of 2004 were
$262.8 million as compared to $228.6 million for the first quarter
of 2003. In constant currency, revenues for the first quarter of
2004 were $23.4 million, or 10.2%, higher than the first quarter
of 2003.
Operating income for the first quarter of 2004 was $23.7 million
compared to $17.2 million for the same quarter last year.
Depreciation expense for the quarter at $13.3 million was $0.8
million higher than the first quarter of 2003 expense of $12.5
million, while business consolidation and restructuring expenses
for the quarter were $0.5 million compared to $0.7 million in the
first quarter of 2003.
Net income for the quarter was $8.1 million compared to a net loss
of $3.2 million for the same quarter of 2003. After reflecting
deemed preferred dividends and accretion, net income available to
common shareholders for the quarter was $5.0 million, or $0.09 per
diluted common share, compared to a net loss of $3.7 million, or
$0.10 per diluted common share, for the first quarter of 2003.
At March 31, 2004, Hexcel Corporation's balance sheet shows a
total stockholders' equity deficit of $94.1 million compared to
$93.4 million at December 31, 2003
Chief Executive Officer Comments
Commenting on Hexcel's first quarter results, Mr. David E. Berges,
Chairman, Chief Executive Officer and President, said, "Thanks to
the leverage provided by revenue growth in almost every part of
our business, we were able this quarter to capitalize on the hard
work and tough decisions of the last two and a half years. In
addition to top line growth, fixed cost control, productivity
efforts, debt reduction and joint venture progress all contributed
to very positive quarter for Hexcel."
Mr. Berges continued, "Our sales to Industrial and Space & Defense
markets continue to grow, combined they're up almost 20% in
constant currency from the same quarter last year. This strength
is broad based - ballistics, helicopter programs, wind energy, and
recreation applications led the way. While we are disappointed
with the cancellation of the RAH-66 Comanche helicopter program,
it represented less than $4 million of our revenues for the
quarter. Almost as gratifying, we are finally seeing some modest
improvement in our Commercial Aerospace and Electronics markets
from their low levels of the past few years. While the electronics
market is still in a recovery phase, it is becoming clear that
Hexcel's decision to concentrate on higher performance electronic
products will ultimately be the right one for both ourselves and
our customers."
Revenue Trends
As in recent quarters, the year-over-year exchange rate shift had
a significant impact on top line sales. For a better understanding
of the real underlying trends, constant currency analysis by
market are provided as follows:
At last year's rates, Commercial Aerospace revenues would have
been $107.4 million for the first quarter of 2004, an increase of
$1.5 million over the revenues in the same quarter of 2003. While
the downturn in the commercial aerospace market appears to have
leveled off, revenues to this market from our Structures business
declined by $3.1 million, or 17.0%, compared to the first quarter
of 2003. This decline reflects the continued transition of work to
the Structures' Asian joint ventures.
Adjusted for currency, Industrial revenues for the quarter would
have been $79.9 million, an increase of $13.1 million, or 19.6%,
compared to revenues of $66.8 million in the first quarter of
2003. Sales of reinforcement fabrics used in soft body armor and
sales of composites for recreational equipment applications each
showed year-on-year growth exceeding 25%. The continued strong
demand for ballistics reinforcement fabrics used in military
applications began in March 2003 and is expected to continue
throughout this year, showing modest growth over 2003 in the
coming quarters.
Space & Defense revenues in constant currency of $49.5 million
were up $8.2 million, or 19.9%, from the first quarter of 2003,
reflecting higher military aircraft production. During the first
quarter of 2004, the Company saw revenue growth from many
programs, including the F-22 Raptor and many U.S. and European
helicopter and blade replacement programs. A "stop work" notice
was received after the cancellation of the Comanche program. Sales
for this program were $3.8 million and $1.4 million in the first
quarters of 2004 and 2003, respectively, and $14.1 million for the
full year of 2003.
Electronics revenues for the quarter in constant currency would
have been $15.2 million compared to the 2003 first quarter
revenues of $14.6 million. The Company's electronics product mix
continued to shift towards higher-end applications, which is
consistent with the overall market movement of lower margin
commodity type products to Asia. The Company's focus on advanced
technology materials and specialty applications is expected to
enhance performance in this segment despite sales continuing at
lower levels than we have seen in past recovery cycles.
Other Income / Expense
Other expense, net was $0.1 million for the first quarter of 2004,
as the Company recognized a $0.7 million loss on the early
retirement of debt and a $0.6 million gain attributable to the de-
mutualization of an insurance company. During the first quarter of
2004, the Company became aware of an existing asset custodial
account created upon the de-mutualization of an insurance company
in December 2001. Assets distributed to the custodial account
resulted from the existence of certain group life insurance,
disability and dental plans insured by the de-mutualized company.
The assets held in the account will be used to defray a portion of
future funding requirements associated with these plans. The $0.7
million loss on the early retirement of debt results from the
premium paid, as well as the write-off of related unamortized
deferred financing costs and original issuance discount. In the
first quarter of 2003, the Company recognized a $4.0 million loss
on early retirement of debt as the Company re-financed its capital
structure. These items are reported as other expense, net (see
Table D).
Debt
Total debt, net of cash, increased during the quarter by $4.6
million to $446.3 million as of March 31, 2004. The increase in
net debt reflects the Company's historical trend of using cash in
the first quarter as a result of annual compensation and benefit
payments, coupon payments and working capital increases from year-
end levels. During the quarter, the Company used some of its
excess cash on hand to lower its outstanding debt by $13.1 million
as it repurchased $10 million principal amount of its 9.75% senior
secured notes, due 2009, and reduced its borrowings under the
senior secured credit facility and European overdraft facilities.
Interest expense during the quarter was $12.4 million compared to
$13.7 million in the first quarter of 2003. The decline in
interest expense reflects the substantial reduction in total debt
during 2003.
The non-cash deemed preferred dividends and accretion expense
relating to the mandatorily redeemable convertible preferred stock
was $3.1 million and $0.5 million for the first quarter 2004 and
2003, respectively. The recording of deemed preferred dividends
and accretion began March 19, 2003, the date the Company completed
the refinancing of its capital structure. A description of the
accounting for these securities can be found in the Company's Form
8-K filed on April 7, 2003.
Hexcel Corporation is a leading advanced structural materials
company. It develops, manufactures and markets lightweight, high-
performance reinforcement products, composite materials and
composite structures for use in commercial aerospace, space and
defense, electronics, and industrial applications.
HORIZON NATURAL: Files Reorganization Plans in Ky. Bankr. Court
---------------------------------------------------------------
Horizon Natural Resources Company filed plans of reorganization
with the United States Bankruptcy Court for the Eastern District
of Kentucky, Ashland Division that, if approved by the Bankruptcy
Court, should allow the Company and its affiliated debtors to
emerge from chapter 11 bankruptcy protection during the third
quarter of 2004. The plans propose the sale of substantially all
of the Company's operating assets in their entirety, allowing
substantially all of the operations to continue uninterrupted and
offering the opportunity for the continued employment of many of
the Company's employees.
The plans filed by the Company also permit the Company to name a
party prior to the Bankruptcy Court sale to serve as the "stalking
horse bidder" for the Company's operating assets. The Company has
been involved in negotiations with the Ad Hoc Committee of holders
of its second lien notes to serve as the "stalking horse bidder"
for a sale of substantially all of the Company's operating assets.
The Company hopes to shortly file a final agreement, subject to
higher and better offers, with the Bankruptcy Court. If a final
agreement can be reached, the plans filed by the Company will be
amended to reflect the stalking horse agreement. Any agreement
reached by the Company for the sale of substantially all of its
operating assets is subject to confirmation of the Company's plans
of reorganization by the Bankruptcy Court.
About Horizon Natural Resources
Horizon Natural Resources Company conducts mining operations in
four states with a total of 21 mines, including 14 surface mines
and 7 underground mines. The company primarily mines steam coal
from its over 1.2 billion ton reserve base and the majority of its
customers are low-cost electric utilities in the eastern United
States:
- Central Appalachian operations include all of the company's
mining operations in West Virginia and Kentucky, currently
totaling 12 surface and 5 underground mines.
- Illinois Basin operations include all of the company's
mines in Illinois and Indiana, currently totaling 2 surface
and 2 underground mines.
INTERNATIONAL BIOCHEM: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: International BioChemical Industries, Inc.
8725 Roswell Road, Suite O
Atlanta, Georgia 30350
Bankruptcy Case No.: 04-92814
Type of Business: The Debtor manufactures concentrated
Antiviral and antimicrobial products.
See http://www.bioshield.com/
Chapter 11 Petition Date: April 5, 2004
Court: Northern District of Georgia (Atlanta)
Judge: Joyce Bihary
Debtor's Counsel: Jesse Blanco, Jr., Esq.
P.O. Box 680875
San Antonio, TX 78268
Tel: 210-509-6925
Total Assets: $114,500
Total Debts: $18,465,934
Debtor's 20 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
Wilson LLC Convertible $7,931,840
South Ridge Capital Mgmt. Securities
9o Grove St.
Ridgefield, CT 06877
Jackson LLC Convertible $4,100,460
South Ridge Capital Mgmt. Securities
9o Grove St.
Ridgefield, CT 06877
Jamestown Management/ Business Services $1,654,000
South Ridge Capital Mgmt. Or Goods
9o Grove St.
Ridgefield, CT 06877
Jackson LLC Security Interest $1,000,016
90 Grove St.
Ridgefield, CT 06877
Timothy Moses Business Services $557,000
405 N. Errol Ct. or Goods
Atlanta, GA 30327
Simms Moss Kline and Davis Business Services $500,000
400 N. Park Town Ctr Ste 313
1000 Abernathy Rd.
Atlanta, GA 30328
Jackson LLC Security Interest $500,000
90 Grove St.
Ridgefield, CT 06877
Jacques Elfersey Judgment $354,000
c/o Jeffrey R. Nickerson, Esq
515 The Chandler Bldg 127
Peachtree NE
Atlanta, GA
Timothy Moses Security Interest $300,000
405 Errol Ct.
Atlanta, GA 30327
Duke Weeks Construction Business Services $167,000
or Goods
Inter-tel Leasing, Inc. Judgment $140,000
Higgin Industries Inc. Business Services $110,000
or Goods
Feldman Sherb & Co., PC Business Services $84,000
or Goods
Travelers Property & Business Services $80,000
Casually or Goods
Jamestown Management/ Business Services $66,391
Cologne Investors or Goods
Gary B. Wolff P C Business Services $66,153
or Goods
SciReg Inc. Business Services $65,611
or Goods
Adams Technologies Systems Business Services $56,074
or Goods
Consolidated Freightways Business Services $53,000
or Goods
Nasdaq Business Services $48,345
or Goods
KAISER ALUMINUM: RUSAL Wins Bid for Alpart Interests
----------------------------------------------------
Kaiser Aluminum announced that RUSAL was the successful bidder for
Kaiser's interests in and related to Alpart, a partnership that
owns bauxite mining operations and an alumina refinery in Jamaica,
with an offer providing a base purchase price of $295 million
prior to certain adjustments.
Kaiser made the determination in consultation with the Unsecured
Creditors Committee and others at the conclusion of yesterday's
auction, which had been ordered by the U.S. Bankruptcy Court for
the District of Delaware.
Kaiser's agreement to sell its interests in Alpart is subject to
the conditions cited below. Kaiser expects the Court to rule on
the agreement on April 26. The company has targeted a closing date
on the transaction near the end of the second quarter of 2004.
As previously disclosed, under Alpart's existing partnership
arrangement, Hydro Aluminium a.s., which currently owns the
remaining 35% of Alpart, retains the right -- for 30 days
following Kaiser's receipt of Court approval of any sale
transaction -- to elect to purchase Kaiser's interests at the
price specified in any agreement approved by the Court.
As discussed more fully in its Form 10-K for 2003, Kaiser is
working with the lenders under its Post-Petition Credit Agreement
to obtain an amendment to the Credit Agreement that, among other
things, would permit the sale of the company's interests in and
related to Alpart.
Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of fabricated
aluminum products, alumina and primary aluminum.
KEYSTONE: Selects Richard Keister as New Chief Executive Officer
----------------------------------------------------------------
Keystone Automotive Industries, Inc. (Nasdaq:KEYS) announced the
selection of Richard L. Keister as its chief executive officer,
succeeding Charles J. Hogarty upon his retirement on August 31, as
previously announced. Hogarty will remain with the company as a
consultant for a two-year period thereafter.
Keister (58), who will join Keystone to begin the transition on
June 1, most recently served as president of Delco Remy
International's Aftermarket Group - joining that company in 1997
following Delco Remy's acquisition of World Wide Automotive.
He was the co-founder of the predecessor company to World Wide
Automotive, serving from 1976 as president and chief executive
officer of the start-up venture. That company initially focused on
the remanufacturing of rotating electrics, selling to local auto
repair shops. By 1984, that company had 3,000 customers in the
mid-Atlantic region. Keister expanded operations under the name
World Wide Automotive in the mid '80s with a focus on serving the
high-growth market of imported vehicles -- selling to large
retailers, major warehouse distributors and, in some cases, direct
competitors. The company also launched remanufacturing operations
and joint ventures in several overseas locations, including Hong
Kong, Malaysia and China. Delco Remy acquired the business in
1997.
"The selection of Rick Keister as a successor to Charlie Hogarty
was based on a variety of factors, including Rick's excellent
leadership skills, his commitment to personal and business growth,
as well as his solid industry experience and extensive knowledge
about a wide range of automotive aftermarket products and
distribution systems. We are delighted that Rick has accepted our
offer and look forward to continuing to build upon the strong
foundation that Charlie Hogarty established during his tenure,"
said Ronald G. Foster, chairman of Keystone Automotive.
Charlie Hogarty commented, "I am very pleased that we have been
able to recruit an executive as talented as Rick Keister and I
look forward to supporting him in every way possible." Serving as
a consultant, Hogarty will concentrate on several areas, including
industry, customer and investor relations - as well as provide
assistance in addressing state legislative issues, when
appropriate. In addition, he will be available to Rick Keister for
consultation and advice.
Commenting on his appointment, Rick Keister stated, "Keystone's
position within the aftermarket collision replacement parts
industry represents a unique opportunity for continued expansion
and growth. I am honored to have been selected to lead the company
to its next level. I look forward to working with the Board and
all Keystone Team Members across the United States and Canada on a
successful transition and an exciting future."
Keystone Automotive Industries, Inc. distributes its products
primarily to collision repair shops through its 126 distribution
facilities, of which 22 serve as regional hubs, located in 38
states and Canada. Its product lines consist of automotive body
parts, bumpers, and remanufactured alloy wheels, as well as paint
and other materials used in repairing a damaged vehicle. These
products comprise more than 19,000 stock keeping units that are
sold to more than 25,000 repair shops throughout the United States
and Canada.
* * *
As previously reported, Standard & Poor's Ratings Services
assigned its 'B+' corporate credit rating to Keystone Automotive
Operations Inc. In addition, Standard & Poor's assigned a 'B+'
senior secured bank loan rating to Keystone's planned $165 million
bank facility and a 'B-' rating to the company's planned $175
million senior subordinated note issue due in 2013. The ratings
outlook is stable.
The senior subordinated notes will be issued under Rule 144A with
registration rights. Proceeds from the bank loan and senior
subordinated note issue will be used for the acquisition of the
company by Bain Capital for $440 million. The bank loan is rated
the same as the corporate credit rating, indicating that there
would be a strong likelihood of substantial recovery of principal
in the event of default or bankruptcy, with minimal loss expected.
"The ratings reflect Keystone Automotive Operations Inc.'s
participation in the competitive and highly fragmented specialty
equipment segment of the automotive aftermarket industry, small
sales and EBITDA base, and high leverage," said Standard & Poor's
credit analyst Patrick Jeffrey. These risks are mitigated somewhat
by the company's leading position in its market segment.
KMART: Fireman Fund Demands Payment of Compensation Obligations
---------------------------------------------------------------
Robert B. Millner, Esq., at Sonnenschein Nath & Rosenthal LLP, in
Chicago, Illinois, relates that Fireman Fund Insurance Company
issued certain surety bonds and acted as surety for the Kmart
Corporation Debtors in connection with their workers' compensation
obligations in certain states. In each state for which Fireman
Fund issued bonds, the Debtors act as a self-insurer under the
state's Worker Compensation Program. Under the Workers'
Compensation Program, the Debtors are obligated to obtain a surety
bond to secure their workers' compensation obligations to the
state.
Under the Program, the Debtors are primarily liable for the
workers' compensation claims. As surety, Fireman Fund's
liability is secondary, only coming into existence upon the
Debtors' failure to discharge their obligations to pay the
workers' compensation claims.
As surety, Mr. Millner explains that Fireman Fund is entitled to
receive payment from the Debtors for funds advanced on account of
the workers' compensation bonds issued in favor of various state
workers' compensation plans. With respect to any funds advanced
by Fireman Fund, Fireman Fund is subrogated to the rights of both
the state Workers' Compensation Programs and all their claimants.
Pursuant to the July 31, 2002 Bar Date, Fireman Fund filed Claim
Nos. 42929, 42930, 42933, 42946 and 42947 for reimbursement
obligations. The Claims are comprised of both liquidated and
unliquidated claims. Fireman Fund also filed unliquidated claims
on behalf of the various workers' compensation boards and the
classes of workers' compensation claimants in those states.
The Debtors dispute the Claims and assert that the Claims for
payment under the Workers' Compensation Programs are unnecessary
because:
(a) they received authority to continue to honor their
workers' compensation obligations in the ordinary course
of business; and
(b) the Plan specifically obligates them to honor their
obligations under the Workers' Compensation Programs.
Fireman Fund disagrees with the Debtors' assertion that they were
paying claims under the Workers' Compensation Programs.
Mr. Millner contends that despite the Plan's clear language
directing the Debtors to honor all obligations and liabilities
under the Workers' Compensation Programs, the Debtors failed to
pay workers' compensation claims in states where Fireman Fund has
issued surety bonds. As a result, Fireman Fund has been paying
the Debtors' workers' compensation obligations, which total
$34,498,868 to date.
By this motion, Fireman Fund asks the Court to compel the Debtors
to comply with the terms of the Plan by fulfilling their
obligations under the Workers' Compensation Programs. (Kmart
Bankruptcy News, Issue No. 72; Bankruptcy Creditors' Service,
Inc., 215/945-7000)
LNR PROPERTY: Fitch Affirms Ratings & Changes Outlook to Positive
-----------------------------------------------------------------
Fitch Ratings affirms LNR Property Corp.'s senior unsecured debt
and senior subordinated debt ratings at 'BB+' and 'BB-',
respectively. The Rating Outlook is revised to Positive from
Stable. Approximately $1.4 billion of unsecured debt obligations
are covered by Fitch's action.
The Outlook revision primarily reflects improvements that LNR has
made to its funding and liquidity profile over the past two years.
Significant progress has taken place toward migrating from being
primarily a secured borrower to having a more balanced debt mix.
This was achieved through the net issuance of $538 million of
long-term unsecured debt in 2003 and 2004, increasing LNR's ratio
of unsecured debt to total debt to 54% at Feb. 29, 2004 from 40%
at Feb. 28, 2003. Fitch will to look for LNR to continue to
improve this aspect of its funding profile.
Other factors driving the Outlook include a lengthening of the
average debt maturity to 6.3 years at Feb. 29, 2004 from 4.3 years
at Feb. 28, 2003. The longer maturity schedule is more suitable to
LNR's investment base which is comprised principally of long-
duration assets. Also, LNR's reverse repurchase borrowings have
also consistently been within the scope of its backup committed
unsecured liquidity.
The unencumbered asset pool's composition of rated commercial
mortgage-backed securities (CMBS), operating properties, and
junior first mortgages has been relatively constant between Nov.
30, 2002 and Feb. 29, 2004 at between 50% and 55%. However,
approximately 33% of the pool consists of unencumbered interests
in joint venture (JV) investments. Fitch generally does not
include partnership interests as unencumbered assets due to sale
restrictions as well as the existence of debt issued by the JV. As
a result, Fitch believes that the unencumbered assets to unsecured
debt ratio is closer to the 110% range rather than 167% if the
partnerships were included. This ratio, excluding the
partnerships, will require significant improvement for LNR to
achieve an investment grade rating.
LNR's underlying strengths are primarily focused on its expertise
at selecting and servicing real-estate and real-estate driven
assets. Fitch believes that LNR's position as one of the nation's
largest CMBS special servicers serves as a strength across each
business line, as this gives the company a direct or indirect
involvement in over $100 billion of commercial real estate assets.
LNR has also demonstrated significant strength at repositioning
underperforming and nonperforming real-estate on a nationwide
basis for both owned assets as well as assets held within CMBS
trusts for which it is named special servicer.
LNR has also maintained solid operating performance metrics over
the past several years. Although LNR's return on average assets
and return on average equity metrics declined in 2003, results
were consistent with the previous fiscal year when excluding a $29
million charge for prepayment of subordinated debt. LNR's
operating performance has withstood pressure from modest
tightening of CMBS yields due to increased competition as well as
the impact of lower interest rates particularly on equity funded
assets.
Aside from the component of partnership investments within the
unencumbered asset pool, other concerns relate to the relative
untested nature of the CMBS market, which has yet to endure a
significant deterioration in broad real-estate fundamentals. LNR's
component of income from partnership earnings and gains-on-sale of
real estate also continues to be a concern. While these sources
have been relatively consistent throughout LNR's history, they are
less annuity-like in comparison to other finance companies.
Additional concerns focus on asset concentrations. Although LNR
performs extensive due diligence and has demonstrated selectivity
in making investments, the company has a tendency to take on
significant concentration risk both from an asset size and
location perspective. Following the acquisition of Newhall Land
and Farming Co.'s (Newhall) operating properties, a significant
component of LNR's operating properties are located in California.
In addition, LNR's top 10 investments were equivalent to 45% of
shareholder's equity at Feb. 29, 2004.
LNR and Lennar Corp.'s (senior unsecured debt rated 'BBB' by
Fitch) joint acquisition of Newhall had a significant impact on
LNR's balance sheet, as it is the primary reason that the
company's total assets increased by 18% (not annualized) in the
first quarter. As the transaction was funded with debt, it caused
leverage to increase to 1.70 times (x) from 1.32x. Fitch expects
leverage to decline as the operating properties acquired in the
transaction are sold over time. Nevertheless, leverage is
currently well within LNR's historical range of 1.30x to 2.00x.
Based in Miami, Florida, with roots dating to 1969, LNR
underwrites, purchases and manages real estate and real
estate-driven investments. LNR has one of the premier CMBS special
servicing franchises in the United States, with a market share
of 22% at Feb. 29, 2004.
LNR PROPERTY: Elects James M. Carr as New Director
--------------------------------------------------
LNR Property Corporation (NYSE: LNR), one of the nation's leading
real estate investment, finance and management companies,
announced that James M. Carr has been elected as a Director of the
Company.
Mr. Carr is the President and Chief Executive Officer of Carr
Residential I, LLC, a land development and residential home
building company, which he founded in 2001. In 1976, Mr. Carr
founded Westbrooke Communities, Inc., a land development and
residential home building company, which he then sold in 1998.
Following the sale, he continued to serve as President and Chief
Executive Officer of Westbrooke Communities, Inc. through 2001.
Mr. Carr is currently the Chairman of the Board of Directors of
Baptist Health South Florida Foundation. He is also the past
President of the Builders Association of South Florida.
Stuart A. Miller, Chairman of the Board of LNR Property
Corporation, stated, "We are extremely fortunate to have someone
with Jim's experience and proven track record on our Board. His
proven leadership and real estate development experience will be
of significant value to LNR as we continue to build a premier real
estate franchise."
LNR Property Corporation (S&P, B+ Senior Subordinated Debt and BB
Long-Term Counterparty Credit Ratings, Stable Outlook) is a market
leader in real estate finance, management, and development, with
proven expertise in adding value to commercial real estate assets,
including real estate properties, loans collateralized by real
estate properties and securities backed by loans on real estate
properties.
LNR PROPERTY: Declares Quarterly Dividends Payable on May 26
------------------------------------------------------------
LNR Property Corporation (NYSE: LNR) declared a quarterly cash
dividend of $0.0125 per common share and $0.01125 per Class B
common share. Both dividends are payable on May 26, 2004 to
shareholders of record at the close of business on May 12, 2004.
LNR has approximately 29.7 million shares outstanding, 19.9
million of which are common stock and 9.8 million are Class B
common stock.
LNR Property Corporation (S&P, B+ Senior Subordinated Debt and BB
Long-Term Counterparty Credit Ratings, Stable Outlook) is a market
leader in real estate finance, management, and development, with
proven expertise in adding value to commercial real estate assets,
including real estate properties, loans collateralized by real
estate properties and securities backed by loans on real estate
properties.
MAGIC LANTERN: Strained Liquidity Prompts Going Concern Statement
-----------------------------------------------------------------
Magic Lantern Group, Inc. (Amex: GML), a leading North American
distributor of educational content and e-learning delivery with
licensing operations in Canada and the U.S., announced that on
April 14, 2004, the Company filed its Form 10-K, which is
available at http://www.sec.gov.
Included in the Form 10-K are financial statements audited by
Mahoney Cohen & Company, CPA, P.C. independent auditors, as of and
for the year December 31, 2003. Mahoney Cohen & Company has issued
an opinion with respect to the financial statements that includes
a qualification as to the company's ability to continue as a going
concern.
For the year ended December 31, 2003, Magic Lantern Group reported
revenues of $2.9 million compared to revenues of $386,000 for the
year ended December 31, 2002. All revenues were derived from the
Company's education and distribution business. Significant events
during the year included the launch of TutorBuddy(TM), a state-of-
the-art, e-learning system for home use by students and parents.
TutorBuddy has more than 1,600 learning video programs, indexed
into over 12,000 virtual clips of whole video programs. Targeting
the institutional market, in October, the Company launched Magic
Lantern InSite(TM) as an e-learning video service. In November,
Magic Lantern Group sold its media dubbing operations, Image
Media, Inc., which has streamlined operations and divested Magic
Lantern Group from analog duplications services, a market the
Company deems as saturated and shrinking.
Magic Lantern Group President and CEO Bob Goddard stated, "As
broadband infrastructure to schools and homes continues to swell,
Magic Lantern Group and our digital products are strategically
positioned to capitalize on the tremendous, emerging demand for
quality online educational content. On the heels of our successful
launch of TutorBuddy and InSite in Canada, we are focused on
expanding our products into the high-growth, digital streaming
video market in under-served international regions and the
estimated $400 million U.S. market. Intensive marketing and
promotional programs, along with distribution partnerships in the
U.S. and abroad, are currently underway in order to drive a
strong, recurring revenue stream for the Company. We expect to
report an extremely strong first quarter of 2004, with our
preliminary revenues increasing by 75% compared to last year."
Goddard concluded, "Magic Lantern Group is in final negotiations
with investors to provide financing to cover the working capital
deficit which led to the going concern qualification. In addition,
we are pursuing a merger and acquisition strategy and diversifying
into non-educational, next-generation content delivery."
About Magic Lantern Group, Inc.
Magic Lantern Group, Inc. is a leading, global distributor of
learning videos serving more than 10,000 schools, libraries and
social agencies in North American and international markets. With
40,000 programs from 300 world- renowned producers including
Disney Educational Media, Schlessinger, Annenberg/CPB and Dorling
Kindersley, the Company's educational products include Magic
Lantern InSite, a digital streaming video product for schools,
libraries and universities and TutorBuddy, an at-home e-learning
product for students and teachers.
For more information, visit the Company's websites:
http://www.magiclanterngroup.com/
http://www.tutorbuddy.com/and
http://www.magiclanterninsite.com/
MEDIABAY INC: Auditors Express Doubt about Going Concern Ability
----------------------------------------------------------------
MediaBay, Inc. (Nasdaq: MBAY), filed its Annual Report on Form
10-K for the year ended December 31, 2003 with the Securities and
Exchange Commission on April 14, 2004.
Included in the Company's 10-K filing are consolidated financial
statements audited by Amper Politziner & Mattia, independent
auditors, as of and for the year ended December 31, 2003. Amper
Politziner & Mattia has issued an opinion with respect to the
financial statements, which includes an explanatory paragraph that
raises substantial doubt about the Company's ability to continue
as a going concern.
In particular, the auditors' opinion states, "The accompanying
financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses
from operations and has a working capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of the
uncertainty."
MediaBay CEO Jeffrey Dittus commented, "The Company is exploring
various financing alternatives including refinancing and
restructuring its debt to meet its obligations, however there can
be no assurance that any transactions will be completed."
MediaBay, Inc. (Nasdaq: MBAY) is a multi-channel, media marketing
company specializing in the $800 million audiobook industry and
old-time radio distribution. MediaBay's industry-leading content
library includes over 60,000 classic radio programs, 3,500 film
and television programs and thousands of audiobooks. MediaBay
distributes content through more than 20 million direct mail
catalogs; streaming and downloadable audio over the Internet; over
7,000 retail outlets; and a 260 station syndicated radio show. For
more information on MediaBay, visit http://www.MediaBay.com/
METALS USA: Judge Steen Closes Three Remaining Bankruptcy Cases
---------------------------------------------------------------
Judge Steen holds that the Chapter 11 cases of Metals USA, Inc.,
Metals USA Plates and Shapes Northcentral, Inc., and Metals USA
Plates and Shapes Northeast, LP, have been fully administered.
Accordingly, Judge Steen issues a final decree closing the three
remaining cases. (Metals USA Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 215/945-7000)
METRIS: Fitch Affirms & Removes Junk Rating from Watch Negative
---------------------------------------------------------------
Fitch Ratings has affirmed the 'CCC' rating of Metris Companies
Inc. and removed it from Rating Watch Negative where it was placed
on Nov. 19, 2003 following the company's external auditor's
issuance of a material weakness letter involving internal controls
relating to the company's policies and procedures for valuing its
retained interests. Concurrent with this action, Fitch has
affirmed the 'B' long-term and 'B' short-term rating of Direct
Merchants Credit Card Bank, N.A. (DMCCB).
The Rating Outlook for Metris and DMCCB is now Stable.
Approximately $250 million of debt is affected by this action. In
Fitch's view, positive rating momentum could develop should the
company resolve the investigation with the Securities and Exchange
Commission and sustain improvements in operating performance.
The affirmation reflects Metris' resolution of the internal
control issues surfaced by its external auditors, which has
resulted in the company restating its financial results back to
1998. The cumulative net result of the restatement was an $11
million write-up of the retained interest and a $26 million
reduction in equity, although the impact for each period restated
varies. While the company has resolved issues raised by its
external auditor, Fitch is concerned with the fact that Metris
remains the subject of an SEC investigation related to certain
accounting practices, including the retained interest valuation.
In Fitch's view, liquidity has improved with MBIA's $1.7 billion
commitment and a new conduit facility. Combined, these facilities
should provide Metris sufficient liquidity to address maturing
securitizations, in conjunction with expected portfolio attrition,
over the next two years. Incorporated in Fitch's affirmation and
Stable Outlook is the expectation that Metris will successfully
raise new capital to address upcoming maturities of corporate debt
in June and November 2004. Metris has announced plans to raise
approximately $250 million of new corporate debt.
MIRANT CORP: Canadian Court Extends CCAA Stay Until May 21, 2004
----------------------------------------------------------------
The Honorable Justice Kent extends the stay of CCAA proceedings
for the Canadian Mirant Corporation Debtors until May 21, 2004.
The Canadian Debtors are continuing to honor transactions under
contracts with Mirant Americas Energy Marketing Limited, Duke,
Engage and NGX as these contracts, in aggregate, continue to
provide positive cash payments to Mirant Canada on a monthly
basis.
Headquartered in Atlanta, Georgia, Mirant Corporation
-- http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean. The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590). Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts. When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 215/945-7000)
MORTGAGE CAPITAL: Fitch Takes Rating Actions on 1997-MC1 Notes
--------------------------------------------------------------
Fitch Ratings upgrades Mortgage Capital Funding, Inc.'s
multifamily/commercial mortgage pass-through certificates, series
1997-MC1 as follows:
-$36.2 million class C to 'AAA' from 'AA';
--$32.9 million class D to 'A+' from 'BBB+'.
In addition, Fitch affirms the following certificates:
--$260.2 million class A-3 'AAA';
--Interest-only class X 'AAA';
--$39.5 million class B 'AAA';
--$39.5 million class F 'BB';
--$6.6 million class G 'BB-';
--$13.2 million class H 'CCC';
--$9.9 million class J 'C'.
The $13.2 million class E and $1.9 million class K certificates
are not rated by Fitch. Classes A-1 and A-2 have paid off in full.
The upgrades reflect improved credit enhancement levels due to
loan payoffs and amortization. As of the March 2004 distribution
date, the pool's aggregate certificate balance decreased 31% since
issuance to $435.1 million from $658.5 million. Of the original
158 loans in the pool, 117 loans remain outstanding. To date, the
transaction has realized losses in the amount of $4.5 million.
Cumulative interest shortfalls due to appraisal reductions and
servicer fees total $2 million and currently affect classes G, H,
J and K.
Currently, eleven loans (10%) are in special servicing. The
largest loan in special servicing is secured by a 179-room full-
service hotel located in Augusta, GA. This loan recently
transferred to the special servicer as a result of a monetary
default. Property performance has been affected by increased
competition and decline in local economic conditions. The loan is
currently 60 days delinquent.
The second-largest loan in special servicing is secured by a 274-
room airport hotel property located in Cheektowaga, N.Y. The loan
transferred to the special servicer in 2001 and the property is
now real estate owned (REO). Property has been marketed for sale
and an offer has been accepted. Some imminent losses are expected.
Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Even under these stress
scenarios, the resulting subordination levels were sufficient to
upgrade the designated class.
NAT'L CENTURY: Court Confirms 4th Amended Ch. 11 Liquidating Plan
-----------------------------------------------------------------
Judge Calhoun finds that National Century Financial Enterprises,
Inc., and its debtor-affiliates' Fourth Amended Joint Plan of
Liquidation, as modified, satisfies the requirements for
confirmation under Section 1129(a) of the Bankruptcy Code:
A. Section 1129(a)(1), including Sections 1122 and
1123(a)(1)-(4) of the Bankruptcy Code: Classification and
Treatment of Claims and Interests:
(a) Pursuant to Sections 1122(a) and 1123(a)(1), Article II of
the Plan designates Classes of Claims and Interests other
than Administrative Claims and Priority Tax Claims. Each
Class of Claims and Interests contains only Claims or
Interests that are substantially similar to the other
Claims or Interests within that Class;
(b) Pursuant to Section 1122(a), the Plan designates 12
Classes of Claims and Interests. The Claims and Interests
in each Class have rights or interests that differ from
those Claims and Interests in every other Class with
respect to the Debtors or the Debtors' assets;.
(c) Pursuant to Section 1122(b), the Plan provides for one
Class of Unsecured Claims, Class C-7, consisting of
Unsecured Claims arising from or with respect to the sale
of goods or rendition of services prior to the Petition
Date in the ordinary course of the applicable Debtor's
business in an allowed amount equal to or less than
$500,000;
(d) Pursuant to Sections 1123(a)(2) and 1123(a)(3), Article
III of the Plan specifies all Classes of Claims and
Interests that are not impaired under the Plan and
specifies the treatment of all Classes of Claims and
Interests that are impaired under the Plan;
(e) Pursuant to Section 1123(a)(4), Article III of the Plan
also provides the same treatment for each Claim or
Interest within a particular Class, unless the holder of a
Claim or Interest agrees to less favorable treatment of
its Claim or Interest;
(f) Pursuant to Section 1123(a)(5), Article IV and various
other provisions of the Plan provide adequate means for
the Plan's implementation;
(g) Pursuant to Section 1123(a)(6), Section IV.A.5 of the Plan
provides that the constituent documents of the Debtors
will prohibit the issuance of non-voting equity
securities. These provisions will be incorporated into
the post-Effective Date constituent documents for the
Debtors;
(h) Pursuant to Section 1123(a)(7), the manner of selection of
the Trustees of the Trusts and the manner of the selection
of any successor Trustees, as set forth in the Trust
Agreements, are consistent with the interests of the
holders of Claims and Interests and public policy.
Section IV.B.3 of the Plan provides that the NPF XII
Subcommittee will, in accordance with the terms of the
CSFB Claims Trust Agreement, designate and disclose the
identity of the CSFB Claims Trustee in a writing filed
with the Court and served on parties requesting notice in
National Century's cases pursuant to the notice procedures
established by the Court.
Section IV.C.3 of the Plan provides that the Subcommittees
will, in accordance with the terms of the VI/XII
Collateral Trust Agreement, designate and disclose the
identity of the VI/XII Collateral Trustee in a writing
filed with the Court and served on parties requesting
notice in National Century's cases pursuant to the notice
procedures established by the Court.
Section IV.D.3 of the Plan provides that the Creditors'
Committee and the Subcommittees will, in accordance with
the terms of the Unencumbered Assets Trust Agreement,
designate and disclose the identity of the Unencumbered
Assets Trustee in a writing filed with the Court and
served on parties requesting notice in National Century's
cases pursuant to the notice procedures established by the
Court;
(i) As permitted by Section 1123(b)(1), Article III of the
Plan impairs or leaves unimpaired, as the case may be,
each Class of Claims and Interests. As permitted by
Section 1123(b)(2), Article V of the Plan provides for:
(1) the assumption or assumption and assignment,
pursuant of the Plan, of the Executory Contracts
and Unexpired Leases identified on Exhibit V.A.1
to the Plan; and
(2) the rejection of each Executory Contract or
Unexpired Lease entered into by a Debtor prior to
the Petition Date that has not previously
terminated or expired according to its own terms,
including, without limitation, the Executory
Contracts and Unexpired Leases identified on
Exhibit V.C to the Plan.
(j) As permitted by Section 1123(b)(3), Sections IV.E.4 and
IV.E.5 of the Plan provide for the approval of the
Intercompany Settlement Agreement, the ING Release and the
Noteholder Deficiency Claim Settlement;
(k) As permitted by Section 1123(b)(5), Article III of the
Plan modifies or leaves unaffected, as the case may be,
the rights of holders of each Class of Claims;
(l) As permitted by Section 1123(b)(6), the Plan includes
additional appropriate provisions that are not
inconsistent with applicable provisions of the Bankruptcy
Code; and
(m) Pursuant to Section 1123(d), Section V.B of the Plan
provides for the satisfaction of Cure Amount Claims, if
any, associated with each Executory Contract and Unexpired
Lease to be assumed pursuant to the Plan. In addition, in
accordance with Article III of the Plan, certain Claims
may be reinstated, by curing certain defaults in
connection with those Claims. All Cure Amount Claims and
Reinstated Claims will be determined in accordance with
the underlying agreements and applicable non-bankruptcy
law, and pursuant to the procedures established or, to the
extent applicable, any separate orders of the Court.
B. Section 1129(a)(2): Compliance of the Plan Proponent with
Applicable Provisions of the Bankruptcy Code
The Disclosure Statement provided adequate information in
accordance with, and the procedures by which the Ballots to
accept or reject of the Plan were solicited and tabulated were
fair, properly conducted and in accordance with Sections 1125
and 1126 of the Bankruptcy Code, Rules 3017 and 3018 of the
Federal Rules of Bankruptcy Procedure, the Plan Solicitation
and Voting Order and the Vote Change Order.
C. Section 1129(a)(3): Proposal of the Plan in Good Faith
Based on the evidence presented at the Confirmation Hearing,
the Court finds and concludes that the Plan has been proposed
with the legitimate and honest purpose of liquidating the
assets of each of the Debtors and maximizing the returns
available to the Debtors' creditors. Consistent with the
overriding purpose of Chapter 11 of the Bankruptcy Code, the
Plan provides for the resolution of certain pending
significant disputes among the Debtors' creditors and
sufficient means for the creation of the Trusts to liquidate
the Debtors' remaining assets and distribute the proceeds
thereof to the creditors.
D. Section 1129(a)(4): Court Approval of Certain Payments as
Reasonable
Except as otherwise provided in the Ordinary Course
Professionals Order, Section III.A.d.ii of the Plan provides
that professionals or other entities asserting a Fee Claim for
services rendered before the Effective Date must file and
serve on the Debtors or the applicable Trust and any other
entities that are designated by the Bankruptcy Rules, the
Confirmation Order, the Fee Order or other order of the Court
an application for final allowance of the Fee Claim no later
than 60 days after the Effective Date. All the fees and
expenses, however, remain subject to final review for
reasonableness by the Court.
E. Section 1129(a)(5): Disclosure of Identity of Proposed
Management, Compensation of Insiders and Consistency of
Management Proposals with the Interests of Creditors and
Public Policy
The identities of the Trustees have been disclosed in writings
filed with the Court. The Trust Agreements provide for the
compensation of the Trustees. The appointment of the
Trustees and their compensation under the terms of the Trust
Agreements are consistent with the interests of holders of
Claims and Interests and public policy.
F. Section 1129(a)(6): Approval of Rate Changes
The Debtors' current businesses do not involve the
establishment of rates over which any regulatory commission
has or will have jurisdiction after Confirmation. Thus,
Section 1129(a)(6) is not applicable.
G. Section 1129(a)(7): Best Interests of Holders of Claims and
Interests
As of the Effective Date, with respect to each impaired Class
of Claims or Interests, each holder of a Claim or Interest in
the impaired Class has accepted, or is deemed to have accepted
the Plan, or will receive, or retain under the Plan on account
of the Claim or Interest property of a value that is not less
than the amount the holder would receive or retain if the
Debtors were liquidated on the Effective Date under Chapter 7
of the Bankruptcy Code.
H. Section 1129(a)(8): Acceptance of the Plan by Each Impaired
Class
Class C-1, Class C-4 and Class C-5 are Classes of unimpaired
Claims deemed to have accepted the Plan. Also, the creditors
in each of Class C-2A, Class C-3A, Class C-6 and Class C-7
voted to accept the Plan in a number and amount exceeding the
requisite number and amount under Section 1126. Because the
holders of Claims or Interests in Class C-2B, Class C-3B,
Class C-8, Class C-9 and Class E-1 will not receive or retain
any property on account of their Claims or Interests, these
Classes are deemed not to have accepted the Plan, pursuant to
Section 1126(g).
I. Section 1129(a)(9): Treatment of Claims Entitled to Priority
pursuant to Section 507(a) of the Bankruptcy Code
The Plan provides for treatment of Allowed Administrative
Claims, Allowed Priority Tax Claims and Allowed Priority
Claims, subject to certain bar date provisions.
J. Section 1129(a)(10): Acceptance By at Least One Impaired,
Non-Insider Class
Class C-2A, Class C-3A, Class C-6 and Class C-7, the four
Classes of Claims that are impaired under the Plan and
entitled to vote on the Plan under the Plan Solicitation and
Voting Order, have voted to accept the Plan, determined
without including the acceptance by any insider, with respect
to all Debtors under the Plan.
K. Section 1129(a)(11): Feasibility of the Plan
As demonstrated by the Debtors' financial projections
contained in the Disclosure Statement and the evidence in the
record, the confirmation of the Plan is not likely to be
followed by the liquidation of the Debtors or the Trusts,
except for the liquidation proposed under the Plan. As of the
Effective Date, the Trusts will have sufficient assets to pay
their liabilities under the Plan as they come due and to
satisfy the working capital requirements of the Trusts to
liquidate the Debtors' assets and distribute the proceeds.
L. Section 1129(a)(12): Payment of Bankruptcy Fees
On or before the Effective Date, Section III.A.1.b of the Plan
provides that Administrative Claims for fees payable pursuant
to Section 1930 of the Judicial Procedures Code will be paid
in cash equal to the amount of the Administrative Claims.
M. Section 1129(a)(13): Retiree Benefits
The Debtors have no outstanding obligations to pay retiree
benefits, as that term is defined in Section 1114 of the
Bankruptcy Code. Accordingly, the Plan is not subject to the
requirements of Section 1129(a)(13) regarding the payment of
retiree benefits.
Accordingly, Judge Calhoun approved and confirmed the Debtors'
Fourth Amended Joint Plan of Liquidation on April 16, 2004.
Judge Calhoun also overruled all objections that have not been
withdrawn, waived or settled.
Furthermore, the Court:
(a) approves the substantive consolidation of the NCFE
Consolidated Debtors:
* All assets and liabilities of the NCFE Consolidated
Debtors are deemed merged;
* All guarantees by one NCFE Consolidated Debtor of the
obligations of any other NCFE Consolidated Debtor are
deemed eliminated so that any Claim against any NCFE
Consolidated Debtor and any guarantee executed by any
other NCFE Consolidated Debtor and any guarantee
executed by any other NCFE Consolidated Debtor and
any joint or several liability of any of the NCFE
Consolidated Debtors are deemed to be one obligation
of the NCFE Consolidated Debtors; and
* Each and every Claim filed or deemed filed by or on
behalf of a single creditor in a single Class of
Claims against any of the NCFE Consolidated Debtors
is deemed a single Claim filed against the NCFE
Consolidated Debtors.
(b) approves the Intercompany Settlement Agreement, the
Noteholder Deficiency Claim Settlement and all other
settlements, compromises, releases, waivers and
injunctions set forth in the Plan;
(c) authorizes the transfer by the Debtors of all professional
malpractice claims held by the Debtors to the Unencumbered
Assets Trust;
(d) authorizes the appointment of the Unencumbered Assets
Trust as the representative of the Estates, to enforce and
pursue Non-transferred Claims;
(e) approves each assumption, assumption and assignment or
rejection of an Executory Contract or Unexpired Lease
pursuant to Article V of the Plan;
(f) approves the releases contained in Sections IV.E, IV.H and
XIII.B of the Plan in all respects;
(g) authorizes and directs the Debtors and the VI/XII
Collateral Trust to execute, deliver and perform their
obligations under the Amedisys Escrow Agreement. Amedisys
is likewise directed to execute, deliver and perform its
obligations under the Amedisys Escrow Agreement; and
(h) amends previous Court Orders requiring the Debtors to hold
in escrow certain funds, and authorizes the Debtors to
transfers the funds, now held or hereafter received, in
the appropriate distribution or to the appropriate Trust
or Trusts, in accordance with the Plan.
The Unencumbered Assets Trustee will hold $3,000,000 of
the funds transferred to the Unencumbered Assets Trust for
distribution to the holders of Allowed Claims in Class C-7
the amounts to which the holders are entitled under the
Plan in respect of Allowed Claims.
Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc.
-- http://www.ncfe.com/-- is the market leader in healthcare
finance focused on providing medical accounts receivable financing
to middle market healthcare providers. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. D. Ohio Case
No. 02-65235). Paul E. Harner, Esq., Jones, Day, Reavis & Pogue
represents the Debtors in their restructuring efforts. (National
Century Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)
NATIONSLINK: S&P Rates 2 Note Classes at Low-B & Junk Levels
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes, lowered its ratings on two classes, and affirmed its
ratings on five classes of NationsLink Funding Corp. commercial
mortgage pass-through certificates from series 1998-2.
The raised and affirmed ratings reflect the seasoning of the pool,
increased pool debt service coverage levels, and credit
enhancement levels that adequately support the ratings under
various stress scenarios. The lowered ratings reflect concerns
related to the specially serviced and watchlisted assets.
As of March 2004, the pool consisted of 367 fixed-rate mortgages
with a cumulative balance of $1,374 million, compared to 376
mortgages with an outstanding pool balance of $1,581 million at
issuance. The master servicer, Midland Loan Services Inc.
(Midland), provided year-end 2002 or interim 2003 financials for
95.8% of the pool. Based on this information, Standard & Poor's
calculated the weighted average debt service coverage (DSC) of the
pool to be 1.75x, up from 1.47x at issuance. To date, realized
losses totaling $12.8 million have been experienced on two loans.
As of the March 2004, distribution date, there are 10 specially
serviced assets totaling $51.1 million (or 3.72% of the pool). One
of the assets is an REO property with a balance of $7.9 million,
two are identified as 90-plus days delinquent (totaling $18.2
million), three are 30-days delinquent (totaling $5.4 million),
while the four remaining mortgages are current (totaling $19.6
million). The REO asset is a 221-unit multifamily complex in New
Orleans, La. with balance of $7.9 million and a total exposure of
$11.2 million. Lennar Partners Inc. (Lennar), the special
servicer, has hired CB Richard Ellis, to market the property. The
offering includes rights to convert the property to a hotel.
Occupancy levels as of February 2004 for the property were 78%,
which compares unfavorably to market occupancy, which is at 92%.
DSC was reported at 0.48x as of December 2003. An appraisal
reduction amount of $5.7 million has been applied to the loan.
Two of the 90-day delinquent mortgages totaling $18.2 million are
secured by multifamily properties. A $11.7 million mortgage
secured by a 346-unit complex in Las Vegas, Nev. Total exposure on
the mortgage is $12.3 million. In August of 2002, the property was
transferred to Lennar for an unauthorized ownership transfer.
Lennar plans to foreclose on the property and has ordered an
appraisal. Occupancy at the property was 80% as of April 2003, and
DSC was 0.60x at December 2002. The other multifamily property is
encumbered by a $6.5 million mortgage. The property is located
in Columbus, Ohio and was ranked as "good" after a recent property
inspection. The borrower has requested a cash flow forbearance,
which would give the borrower an opportunity to find a buyer.
Occupancy has declined to 77% (April 2003) from 94% (at issuance),
and DSC was 0.61x as of December 2003.
The three 30-day delinquent mortgages total $5.4 million. First, a
$2.4 million hotel mortgage is secured by a 101-room hotel located
in Mobile, Ala. The hotel was built in 1985 and renovated in 2001.
The mortgage was transferred to Lennar in February 2002 due to
late payments. Lennar reported a DSC of 0.74x as of December 2002
due to a decline in travel demand. Lennar is working with the
borrower to sell the property. Second is a $2.0 million mortgage
secured by a 23,900-sq.-ft. retail property in Raleigh, North
Carolina. Lennar is working with the borrower to resolve an
ongoing tax escrow dispute. Finally, there is a $1.0 million
mortgage secured by skilled care facility located in Falls City,
Neb. As of December 2003, occupancy levels stood at 69% due to the
continued decline in the population of the surrounding area.
Lennar is in work out negotiations with the borrower.
Midland reported 36 mortgages on its watchlist totaling $112
million (or 8.2% of the pool). Approximately half of the mortgages
appearing on the watchlist appear due to low DSC. Of particular
concern is the eighth-largest loan in the pool, which totals $24.9
million. The mortgage is secured by three industrial properties
(631,252 sq. ft.) in Durham, North Carolina within the center of
Research Triangle Park. As of December 2003, the cumulative
physical occupancy level for the properties was 19.6%, and
economic occupancy was 25.2%. For the same period, the loan posted
a DSC of 0.63x. Management continues to actively work to lease the
property, which was categorized as being in "good" overall
condition after a May 2003 property inspection report. Subsequent
to the March distribution, the loan was transferred to the special
servicer. This loan is also cross-collateralized and cross-
defaulted with another loan in the pool, which is secured by a
nearby industrial property. The loan has a balance of $12.5
million, and posted a DSC of 1.51x as of year-end 2003.
The loans are secured by properties located in 34 states. Other
than California (27.9%), no one state exceeds 10% of the pool
principal balance. Property type concentrations include
multifamily (34.3%), retail (27.6%), office (12.7%), and
industrial (12.6%).
Standard & Poor's stressed the specially serviced, watchlist, and
other loans in the pool that appeared to be underperforming. The
resultant credit enhancement levels support the raised and
affirmed ratings.
RATINGS RAISED
NationsLink Funding Corp.
Commercial mortgage pass-thru certs series 1998-2
Rating
Class To From Credit Support
B AAA AA+ 27.93%
C AA+ A+ 21.01%
D A BBB+ 14.95%
E BBB+ BBB- 12.35%
RATINGS LOWERED
NationsLink Funding Corp.
Commercial mortgage pass-thru certs series 1998-2
Rating
Class To From Credit Support
H B- B 2.83%
J CCC+ B- 2.25%
RATINGS AFFIRMED
NationsLink Funding Corp.
Commercial mortgage pass-thru certs series 1998-2
Class Rating Credit Support
A-1 AAA 33.70%
A-2 AAA 33.70%
X AAA -
F BB 6.00%
G BB- 5.14%
NSTOR TECHNOLOGY: Appoints Todd Gresham as New CEO and President
----------------------------------------------------------------
nStor Technologies, Inc. (Amex: NSO), an innovative developer of
storage-network solutions, has appointed Todd Gresham as its new
chief executive officer and president and that Steve Aleshire and
Lisa Hart have joined its senior management team as chief
operating officer and vice president for marketing and alliances
respectively.
Todd Gresham brings to nStor 23 years of data storage and senior
management experience with particular emphasis on organizational
leadership and development, global channel strategy, channels
development, and marketing acumen. He will take over as president
from the company's former acting president Tom Gruber, who is
nStor's CFO. Gresham has also been elected to a newly created
seat on the company's Board of Directors. Gresham comes to nStor
from Meritage Associates of Hopkinton, MA, a consultancy firm he
founded exclusively focused on the data storage, information
management and network infrastructure markets. Over the past 3
years, Meritage has helped guide over 100 firms, including several
Fortune 500 data storage companies.
Previous to Meritage, Gresham served as Vice President of Global
OEM and Reseller Sales at EMC for 2 years, coming to EMC via the
acquisition of CLARiiON. Before that, Gresham spent over 5 years
at CLARiiON, then the storage division of Data General, and held
several positions including General Manager of Asia/Pacific
Operations, and Vice President of Worldwide Sales. Before
CLARiiON, Gresham held the General Manager position for the
Optical Business Unit of Philips Laser Magnetics, a division of
Philips NV (Netherlands), and various executive positions at
StorageTek in Colorado. Gresham is currently a member of the
Board of Directors for Glasshouse Technologies, a privately-held
storage consulting organization.
Steve Aleshire has over 25 years experience delivering mission-
critical IT infrastructure Services. Prior to joining nStor, he
was a Senior Partner at Meritage. He has held senior positions in
the areas of Customer Service, Professional Services, Managed
Services and Product Sales. Aleshire spent 19 years at Digital
Equipment Corporation, focused on providing general-purpose
computer solutions. He has also held executive level positions
with Sequent Computer Systems, Auspex Systems and Exodus
Communications.
Lisa Hart has spent over 20 years in the Storage and Storage
Networking space. She has held senior positions in the areas of
Business Development, Strategic Planning, Market Development,
Product Marketing and Sales. Also previously a senior partner at
Meritage, Hart spent 16 years at StorageTek, focused on Storage
and Networking Solutions.
H. Irwin Levy, chairman of nStor and outgoing CEO, said, "I am
very pleased with the depth of experience and proven business
acumen that these industry veterans bring to nStor. I am
confident that the combination of the company's recently launched
new product offerings with their management experience and skills
will accelerate nStor's ability to execute on its business
strategy. Moreover, Todd, Steve and Lisa are already a working
unit, as proven by their success at Meritage. This relationship
should enable them to hit the ground running and make quick and
impressive progress for nStor and its shareholders."
Gresham said, "We are excited about the opportunity to contribute
to the future success of nStor. I believe the company is well
positioned to succeed within the rapidly growing SMB/SME (small-
medium-business/small-medium- enterprise) segment of the data
management market. In my view, nStor has already demonstrated its
ability to successfully compete in this segment through recently
completed product introductions and OEM sales agreements."
He also said, "Having recently worked with many companies in the
industry to implement solutions-oriented business and sales
strategies, Lisa, Steve and I are confident in our abilities to
build on nStor's recent successes. We expect to do this
principally by transitioning nStor toward providing a more
complete data management solution, including, for example,
additional integrated software applications and related
functionality, and by expanding the company's sales channel
development efforts. We believe that nStor is poised to become
one of the premier providers of a complete data management
solution that cost effectively solves today's business problems
facing the SMB/SME segment."
As material inducements for entering into their employment
agreements, the company has granted the new management team
options to purchase a total of 16,863,000 shares of the company's
common stock (approximately 10% of the company's outstanding
common stock) at exercise prices equal to 10% above market value
as defined in the Employment Agreements, at issuance, for 50% of
the options and 20% above market value for the remaining 50%. The
individual option grants were 11,500,000 for Gresham, 3,300,000
for Aleshire and 2,063,000 for Hart. The options will be
incentive stock options to the extent permitted by the Internal
Revenue Code and will vest in equal quarterly installments over
the next four years. Vesting is subject to acceleration under
certain circumstances, such as early termination of the optionee's
employment agreement without cause. The number of options
granted is subject to increase, or decrease, during 2004 based on
the occurrence of certain dilutive or accretive events to maintain
the percentage of the total award for all three executives at
approximately 10% of the company's outstanding common stock.
About nStor Technologies, Inc.
Headquartered in Carlsbad, California, nStor Technologies, Inc.
operates in two business segments.
nStor Corporation, Inc., develops data storage solutions that are
ideally suited for the small and mid-size markets. The Company's
flagship controller technology and StorView software form the
foundation for the NexStor family of turnkey solutions that
support Microsoft Windows, Linux, UNIX and Macintosh operating
environments. Designed for storage-intensive environments and
mission-critical applications, nStor's products are offered in
various architectures including Fibre Channel, Fibre-to-SCSI, SCSI
and SATA and are focused on addressing customers' business needs
and applications. The Company markets its storage solutions
through a global network of OEM partners, resellers and systems
integrators. For more information, visit http://www.nstor.com/
Stonehouse Technologies, Inc., headquartered in Dallas, Texas, is
a provider of telecommunication software and services that help
large enterprises and state and local governments manage their
communications expenses, assets and processes. These solutions
include a suite of modular applications and consulting services,
which allow enterprises to manage voice, data and wireless
services by providing a systematic approach to automate order
processing, monitor expenses, manage vendor invoices, track asset
inventory and allocate costs. Additional information can be found
by visiting Stonehouse's web site at www.stonehouse.com.
* * *
As reported in the Troubled Company Reporter's April 20, 2004
edition, nStor Technologies, Inc. (Amex: NSO) 2003 financial
statements, included in its Form 10-K filing with the Securities
and Exchange Commission for the year ended December 31, 2003,
contained a going-concern qualification from its auditors.
The Company's independent certified public accountants, Swenson
Advisors, LLP, issued such a going-concern qualification, based on
the Company's "significant recurring losses, negative working
capital and serious liquidity concerns." Swenson Advisors, LLP had
also issued a going-concern qualification for the 2002 fiscal
year.
OCWEN: Fitch Expects No Immediate Ratings Action over OTS Pact
--------------------------------------------------------------
Fitch Ratings has issued a comment on April 20, 2004, announcement
that Ocwen Federal Bank FSB (OFB), the primary banking subsidiary
of Ocwen Financial Corp. (OCN), has entered into a supervisory
agreement with its principal regulator, the Office of Thrift
Supervision (OTS), articulating recommendations for OFB to improve
its mortgage loan servicing practices, including dealings with its
customers, and enhance its compliance with applicable laws and
regulations. OFB has already implemented some of the recommended
enhancements and has committed to addressing the remaining items.
Fitch is encouraged that the company was not assessed a fine or
penalty in conjunction with the agreement nor did the agreement
cite any violation of applicable laws or regulations.
By itself, Fitch believes that this agreement will have only
modest financial impact and therefore does not appear to warrant a
rating action at this time. However, in the event that this
development results in a meaningful reduction in business volume
or pricing concessions, Fitch would reassess the company's ratings
and/or Rating Outlook.
Ocwen Financial Corp. is a financial services company based in
West Palm Beach, Florida. The company provides servicing and
special servicing of non-conforming, sub-performing residential
and commercial mortgages to third parties. OCN is also active in
developing servicing-related software.
A complete list of ratings is as follows:
Ocwen Financial Corp.
--Senior debt 'B';
--Short-term 'B';
--Individual 'D';
--Support '5';
--Rating Outlook Stable.
Ocwen Federal Bank
--Long-term deposits 'B+';
--Short-term deposits 'B';
--Subordinated debt 'B-';
--Individual 'C/D';
--Support '5';
--Rating Outlook Stable.
ONEITA IND.: Administrative Claims Bar Date Set for April 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
April 30, 2004, at 4:00 p.m., as the deadline for creditors to
file requests for allowance of administrative expenses arising on
or after January 23, 1998, and before August 13, 1999.
Requests for the allowance of Chapter 11 administrative expenses
must be filed with the Clerk of the Bankruptcy Court in
Wilmington, Delaware, and served on the Trustee:
Michael B. Joseph, Esq.
Chapter 7 Trustee for Oneita Industries, Inc.
c/o Young Conaway Stargatt & Taylor, LLP
1000 West Street, 17th Floor
Wilmington, DE 19801
Oneita Industries, Inc. filed for Chapter 11 protection on
January 23, 1998 (Bankr. Del. Case No. 98-153-JFK) and converted
its case to a chapter 7 liquidation when it became apparent that a
reorganization was impossible. John D. McLaughlin, Esq., at Young
Conaway Stargatt & Taylor serves as counsel to Mr. Joseph.
OSPREY TRUST: Indenture Trustee Silent About Apr. 13 Sale Results
-----------------------------------------------------------------
On April 13, 2004, in accordance with Section 9-610 of the New
York Uniform Commercial Code, The Bank of New York, serving in its
capacity as Indenture Trustee, held a Public Sale of the Osprey
Trust Collateral in the office of Seward & Kissel LLP, located in
One Battery Park Plaza, 21st Floor, New York, New York 10004.
Mr. Stuart Kratter, Vice President of The Bank of New York, at
(212) 815-5466, (212) 815-5131 fax or skratter@bankofny.com is the
individual in charge of the sale. Mr. Kratter has declined to
respond to inquiries about what happened at the Apr. 13 Sale.
PARMALAT GROUP: Committee Turns to BDO Seidman for Fin'l. Advice
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of the U.S. Parmalat Debtors seeks the Court's
authority to retain BDO Seidman, LLP as its accountant and
financial advisor, effective as of March 15, 2004. The Committee
needs a financial advisor to assist it in the evaluation of the
U.S. Debtors' businesses.
The Committee chose BDO Seidman because of the firm's extensive
expertise in and knowledge of the accounting practices in
insolvency matters in the bankruptcy courts in the Southern
District of New York and in other states and internationally.
The Committee believes that BDO Seidman is both well qualified
and uniquely able to provide financial advisory services in an
efficient manner.
BDO Seidman will:
(a) analyze the financial operations of the Debtors, as
necessary;
(b) analyze the Debtors' real property interests, including
lease assumptions and rejections;
(c) perform forensic investigating services, as requested by
the Committee, regarding the Debtors' prepetition
activities to identify potential causes of action;
(d) perform claims analysis for the Committee, as necessary
including analysis of reclamation claims;
(e) verify the physical inventory of merchandise, supplies,
equipment and other material assets and liabilities, as
necessary;
(f) assist the Committee in its review of monthly statements
of operations to be submitted by the Debtors;
(g) analyze the Debtors' business plans, cash flow
projections, restructuring programs, selling and general
administrative structure and other reports or analyses
prepared by the Debtors or its professionals to advise the
Committee on the viability of the continuing operations
and the reasonableness of the projections and underlying
assumptions with respect to industry and market
conditions;
(h) scrutinize cash disbursements on an on-going basis for the
period subsequent to the Petition Date;
(i) analyze transactions with insiders, related or affiliated
companies;
(j) prepare and submit reports to the Committee as necessary;
(k) assist the Committee in its review of the financial
aspects of a plan of reorganization to be submitted by the
Debtors, or in arriving at a proposed reorganization plan;
(l) attend meetings of creditors and conferencing with
representatives of the creditor groups and their counsel;
(m) prepare hypothetical orderly liquidation analysis;
(n) monitor the sale or liquidation of the Debtors;
(o) analyze the financial ramifications of any proposed
transactions for which the Debtors seek Bankruptcy Court
approval including, but not limited to, postpetition
financing, sale of all or a portion of the Debtors'
assets, management compensation or retention and severance
plans;
(p) render expert testimony on the Committee's behalf;
(q) provide assistance and analysis in support of potential
litigation that may be investigated or prosecuted by the
Committee;
(r) analyze transactions with the Debtors' financing
institution;
(s) assist and advise the Committee and its counsel in the
development, evaluation and documentation of any
reorganization plan or strategic transaction, including
developing, structuring and negotiating the terms and
conditions of potential plans or strategic transactions
and the value of consideration that is to be provided to
unsecured creditors; and
(t) perform other necessary services as the Committee may
request from time to time with respect to the financial,
business and economic issues that may arise.
BDO Seidman will be compensated for its services on an hourly
basis, plus reimbursement of actual, necessary expenses. The
firm's current hourly rates by staff level are:
Professional Rate
------------ ----
Partners $335 - 675
Senior Managers 230 - 510
Managers 210 - 345
Seniors 150 - 255
Staff 95 - 195
William K. Lenhart, a member at BDO Seidman, discloses that the
firm previously performed assurance, tax or other services for
Bank Hapoalim and GE Capital Corporation, parties-in-interest to
the Debtors' cases. BDO Seidman also performs assurance, tax or
other services for creditors Plastican, Inc., Citibank, Comerica
Bank, Wells Fargo, the City of Wyoming and Societe Generale. The
firm's Kalamazoo, Michigan office audits two employee benefit
plans for Archway Cookies, a subsidiary of Parmalat Dairy &
Bakery, Inc.
BDO Seidman is the U.S. member firm of BDO International. BDO
International is an organization comprised of member firms that
have standardized policies, procedures and quality control but do
not share profits and are not legally connected.
Mr. Lenhart reports that BDO International's individual member
firms have done limited work for entities related to the U.S.
Debtors or their creditors:
-- A BDO International member firm located in Brazil, BDO
Directa Auditores S/C, has been recently retained to
perform audit and assurance services to three Brazilian
subsidiaries of Parmalat SpA or Parmalat Finanziaria, SpA.
One of these entities, Parmalat Brazil SA Industria de
Aliementos is publicly traded in Brazil and none of the
Brazilian entities have any dealings with the U.S. Debtors;
-- BDO Stoy Hayward, a BDO International member firm located
in the United Kingdom, has performed limited tax
advisory services to various Parmalat-related entities
located in the United Kingdom and Luxembourg;
-- BDO CS s.r.o., a member firm in Czech Republic, has
performed and may be presently performing tax consultancy
services to Tetra Pak Czech Republic. Tetra Pak is
affiliated with a creditor of the Debtors;
-- A member firm in Israel, Ziv Haft Certified Public
Accountants, provides, jointly with KPMG, audit services
to Bank Hapoalim;
-- BDO Dunwoody, LLP in Canada has been retained by one of its
audit clients to assist with a possible acquisition of
Parmalat Canada, in whole or in part, should the Canadian
entities be offered for sale. BDO Seidman and BDO Dunwoody
will not communicate with each other regarding Parmalat-
related matters; and
-- BDO Stoy Hayward is currently proposing to act as a
subcontractor providing forensic accounting services to a
firm that has been retained by the legal counsel to the
Extraordinary Administrator Enrico Bondi. To avoid any
potential conflict, Stoy Hayward has committed that they
will not accept the engagement without a proviso that
prohibits Stoy Hayward from assuming any role in
investigating transactions between the Debtors and any of
Parmalat's worldwide entities. Additionally, BDO Seidman
and Stay Hayward will establish ethical walls to ensure
that there is no exchange of any confidential information.
BDO Seidman and Stoy Hayward will not communicate with each
other regarding Parmalat-related matters.
Mr. Lenhart assures the Court that BDO Seidman does not hold or
represent any interest adverse to the U.S. Debtors' estates. The
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue. The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents. The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts. On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)
PEABODY ENERGY: Declares Quarterly Dividend of $0.125 Per Share
---------------------------------------------------------------
The board of directors of Peabody Energy (NYSE: BTU) declared a
regular quarterly dividend on its common stock of $0.125 per
share. The dividend is payable on May 26, 2004, to holders of
record on May 5, 2004.
Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company, with 2003 sales of 203 million tons of coal and $2.8
billion in revenues. Its coal products fuel more than 10 percent
of all U.S. electricity generation and more than 2.5 percent of
worldwide electricity generation.
As reported in the Troubled Company Reporter's March 22, 2004
edition, Fitch Ratings has assigned a 'BB' rating to Peabody
Energy's (BTU) new $250 million senior unsecured notes due 2016.
At the same time Fitch affirms Peabody's 'BB+' rating on the
revolving credit facility and bank term loan and the 'BB' rating
on its $450 million senior unsecured notes due 2013. The Rating
Outlook remains Positive.
Also, as previously reported, Standard & Poor's Ratings Services
affirmed all its ratings on Peabody Energy Corp. and assigned its
'BB-' rating to the company's $200 million senior unsecured notes
due 2016. In addition, Standard & Poor's assigned its '1' recovery
rating to Peabody's $1.3 billion senior secured credit facility.
This and the existing 'BB+' rating on the credit facility (which
is one notch higher than the corporate credit rating) indicate a
high expectation of full recovery of principal in the event of a
default.
"The ratings on St. Louis, Mo.-based Peabody Energy Corp. reflect
its aggressive financial leverage, including its significant debt-
like liabilities," said Standard & Poor's credit analyst Thomas
Watters. "The ratings also reflect the company's leading market
position; its substantial, diversified reserve base; and
contractual coal sales."
PENTHOUSE: Expects to File Delayed 2003 Annual Report by Mid-May
----------------------------------------------------------------
Penthouse International (OTCBB:PHSL)(OTCBB:PHSLE), announced that
its Annual Report on Form 10-K for the fiscal year ended December
31, 2003 that was due to be filed with the SEC by not later than
April 15, 2004 has not as yet been filed. Penthouse reported that
it was unable to complete its audit for fiscal 2003 on a timely
basis, primarily due to its recent change of auditing firms. The
new auditors, Stonefield Josephson, Inc. have advised that they
hope to complete the audit to enable Penthouse to effect its Form
10-K filing on or before May 15, 2004.
As a result of our inability to timely file our 2003 Form 10-K,
our common stock, which trades on the National Association of
Securities Dealers over-the-counter bulletin board under the
symbol "PHSL," will have an "E" designation added to such symbol.
As a result, we expect to trade under the symbol PHSLE until such
time as our Form 10-K is filed with the US Securities and Exchange
Commission.
Penthouse is an entertainment company with concentrations in
publishing, licensing, digital commerce and real estate.
Historically, Penthouse revenues have been derived principally
from the PENTHOUSE(TM) related publishing business that was
founded in 1965 by Robert C. Guccione and is currently conducted
by General Media and its subsidiaries. In March 2004, Penthouse
acquired Internet Billing Company LLC, an e-commerce company
specializing in online transactions. The PENTHOUSE brand is one of
the most recognized consumer brands in the world and is widely
identified with premium entertainment for adult audiences. General
Media caters to men's interests through various trademarked
publications, movies, the Internet, location-based live
entertainment clubs and consumer product licenses. General Media
also licenses the PENTHOUSE trademarks to third parties worldwide
in exchange for recurring royalty payments.
Penthouse International, Inc.'s September 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $70 million.
PG&E NATIONAL: Obtains Nod to Assume & Assign Glencore Sale Pact
----------------------------------------------------------------
Consistent with the historical division of responsibilities
between the Energy Trading Debtors and USGen New England, Inc.,
NEGT Energy Trading - Power, L.P., entered into a Master Coal
Purchase and Sale Agreement with Glencore Limited, dated as of
August 1, 2000. The Glencore Agreement is a standard trading
agreement pursuant to which the parties may from time to time
enter into individual transactions.
The Glencore Agreement also required ET Power to provide
performance assurance in the form of a letter of credit or cash.
Accordingly, ET Power has posted a $3,000,000 letter of credit in
support of that obligation.
Pursuant to the Glencore Agreement, ET Power executed three
confirmations with Glencore, two of which have expired by their
terms. The remaining outstanding confirmation, dated as of
September 13, 2002, provides for the sale of 500,000 tons of coal
during each month through December 31, 2003 and 100,000 tons of
coal during January and February 2004, all at a price of $30.35
per ton.
On December 2, 2002, ET Power and USGen entered into a
confirmation providing that ET Power's interest in the Glencore
coal be transferred to USGen at a price of $30.35 per ton, the
exact price in the Glencore Agreement.
On July 3, 2003, as part of the claims resolved under a Mutual
Release -- entered into by the ET Debtors and USGen on July 3,
2003 -- ET Power credited $500,000 to USGen, which represented
the difference between the then current market price of coal and
the price of the coal under the Glencore Agreement. The Mutual
Release's effect was to shift all of the rights in the Glencore
coal from USGen back to ET Power, which was then free to do what
it desired with the coal.
Currently, USGen prepays Glencore for the coal on behalf of ET
Power and Glencore is continuing to perform according to the
terms of the Glencore Agreement. Despite this arrangement, in
the absence of a specific confirmation between ET Power and
USGen, ET Power is free to sell the Glencore coal either to USGen
or to any other party. In addition, ET Power's letter of credit
to the benefit of Glencore remains outstanding. As a result, ET
Power is the actual party-in-interest under the Glencore
Agreement.
Given that the price of coal has risen since the Glencore
Agreement was executed, the Glencore Agreement represents an "in
the money contract" for the ET Power.
By agreement reached between the ET Debtors and USGen in late
September 2003, ET Power has agreed to assign its interest in the
Glencore Agreement to USGen. In consideration of the assignment,
USGen, which requires the coal for use in the ordinary course of
its business, agreed to pay ET Power $700,000 in a one-time
payment. Once released from the Glencore Agreement, ET Power
would obtain from Glencore its $3,000,000 letter of credit and
USGen would post substitute security. The consideration to be
paid by USGen for the Glencore Agreement was calculated using the
identical methodology as would have been employed in a
transaction negotiated between unaffiliated parties.
Accordingly, the ET Debtors and USGen sought and obtained Court
approval for:
(a) the assumption of the Glencore Agreement by ET Power; and
(b) the assignment of the Glencore Agreement by ET Power to
USGen.
Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459). Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
19; Bankruptcy Creditors' Service, Inc., 215/945-7000)
PG&E CORP: Reaffirms Positive Outlook at Shareholders' Meeting
--------------------------------------------------------------
At its annual shareholders meeting, PG&E Corporation (NYSE: PCG)
reaffirmed the company's financial and operational health and
again stated its aspiration to declare a common stock dividend by
the second half of 2005.
"Since the start of 2004, your company's core business -- Pacific
Gas and Electric Company -- has regained its investment grade
credit rating, repaid all creditors in full and with interest,
reduced customers' electric rates by $800 million, and created a
path for PG&E Corporation to resume paying a common stock dividend
by the second half of 2005," said PG&E Corporation Chairman,
President and CEO Robert D. Glynn, Jr.
Glynn said that, having restored its financial health and reached
long-term agreements with its regulators and labor unions, the
company has entered a period it expects will be uniquely stable.
The company reaffirmed the 2004 earnings guidance it issued
previously when it reported its year-end and fourth-quarter 2003
financial results.
The company said it intends to make substantial investments to
maintain and improve California's energy infrastructure, at a rate
of approximately $1.5 billion per year for the next five years.
These investments will enable Pacific Gas and Electric Company to
keep pace with customer growth and maintain reliability.
Glynn said the company is also continuing to back legislation now
under way in the California legislature that would enable the
company to refinance a portion of its balance sheet at a lower
cost, and thereby provide those further savings to utility
customers, in addition to the $800 million electric rate reduction
recently approved for 2004.
As it enters a period of greater stability, Glynn also said the
company looks forward to reconnecting with the communities it
serves. "An active role in our communities has been a part of
PG&E's identity throughout its history. The restoration of our
financial health enables us to re-energize those relationships and
reinforce our shared interests, including making sure that
California remains a great place to live and work." As examples,
he cited new commitments to increase support for community
organizations, major new environmental commitments, continuing
efforts to promote energy efficiency and safety, and a new
initiative to explore clean energy technologies.
PHARMANETICS: Audit Report Contains Going Concern Qualification
---------------------------------------------------------------
PharmaNetics, Inc. (NASDAQ-SmallCap: PHAR) announced that on April
14, 2004, the Company filed its 2003 Annual Report on Form 10-K
with the Securities and Exchange Commission (SEC) complete with
the 2003 financial statements and management's discussion and
analysis of financial condition and results of operations.
The 2003 financial statements contain a going concern
qualification from the Company's auditors. At December 31, 2003,
the Company's cash and cash equivalents totaled $8.5 million,
which the Company believes is sufficient to finance its legal
proceedings against Aventis Pharmaceuticals. This announcement is
being made in compliance with the new NASDAQ Rule 4350(b), as well
as other contractual obligations requiring separate disclosure of
receipt of an audit opinion that contains a going concern
qualification, and does not reflect any change or amendment to the
financial statements.
PharmaNetics, Inc. conceived the term "theranostics," defining an
emerging field of medicine that enables physicians to monitor the
effect of antithrombotic agents in patients being treated for
angina, myocardial infarction (heart attack), stroke, and
pulmonary and arterial emboli. The Company has developed,
manufactured and marketed rapid turnaround diagnostics to assess
blood clot formation and dissolution. PharmaNetics tests are based
on its proprietary, dry chemistry Thrombolytic Assessment System.
Its principal target market is the management of powerful new drug
compounds, some of which may have narrow therapeutic ranges, as
well as monitoring routine anticoagulants.
PILLOWTEX CORP: Recharacterizes Eight Crescent Lease Agreements
---------------------------------------------------------------
On January 2, 1999, Debtor Pillowtex Corporation entered into
five lease agreements with General Electric Capital Corporation:
Production Equipment Total Capitalized
Lease Agreement No. Lessor's Cost
-------------------- -----------------
Series 7-A $364,800
Series 7-B 301,300
Series 7-C 301,300
Series 7-D 521,050
Series 7-E 3,037,308
GECC leased to the Debtors certain production equipment for the
Debtors' use in their manufacturing operations.
On April 22, 1992, Debtor Fieldcrest Cannon, Inc. entered into a
master equipment lease agreement with GECC pursuant to which
Fieldcrest would from time to time enter into separate lease
schedules to lease equipment from GECC. Between March 28, 1997
and June 27, 1997, GECC and Fieldcrest executed three equipment
schedules:
Schedule No. Total Invoice Cost
------------ ------------------
A-97-1 $3,169,200
A-97-2 2,787,846
G-97-1 4,423,622
Subsequently, GECC assigned all its right, title, interest and
obligations under the Pillowtex Lease Agreements and Fieldcrest
Lease Schedules to CitiCapital Commercial Leasing Corporation.
The Pillowtex and Fieldcrest Lease Agreements were later amended,
granting the Debtors options to purchase the Equipment at the
conclusion of the lease term for no additional consideration. On
May 9, 2002, the Debtors assumed the Lease Agreements.
On September 30, 2003, CitiCapital assigned to Crescent Financial
LLC, an affiliate of GGST, the Lease Agreements and all of
CitiCapital's rights, title, interest, claims and remedies in the
Equipment for $1,811,400.
The agreement for the sale of substantially all of the Debtors'
assets to GGST requires the parties to jointly determine before
the Sale closing, whether each GE Capital Lease must be treated
as a true lease or recharacterized as a financing lease or
secured loan under the Bankruptcy Code.
In a stipulation approved by the Court, the Debtors, Crescent and
GGST agree that:
(a) The Lease Agreements are financing leases or secured
loans, and not true leases;
(b) The Equipment is property of the Debtors' estates;
(c) Crescent, as assignee of CitiCapital, has a valid,
binding, enforceable and perfected, first priority
security interest in the Equipment and accordingly, a
secured claim against the Debtors equal to the liquidation
value of the Equipment;
(d) As of the Petition Date, the aggregate balance due or to
become due under the Pillowtex Lease Agreements was
$1,370,565 and the aggregate balance due or to become due
under the Fieldcrest Lease Schedules was $2,407,177;
(e) The liquidation value of the Pillowtex Equipment is
$657,176 and the liquidation value of the Fieldcrest
Equipment is $1,154,224;
(f) In consideration of the Secured Claim, the Debtors will
transfer to GGST, good legal and beneficial title to the
Equipment free and clear of all liens, claims,
encumbrances and interests of any kind or nature;
(g) GGST will have an allowed unsecured prepetition non-
priority deficiency claim against Pillowtex for $551,757
and against Fieldcrest for $969,072. GGST will not be
required to file a proof of claim; and
(h) Crescent and GGST release and discharge the Debtors of and
from any and all claims relating to the Lease Agreements.
Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sells top-of-the-bed products to
virtually every major retailer in the U.S. and Canada. The Company
filed for Chapter 11 protection on November 14, 2000 (Bankr. Del.
Case No. 00-4211). David G. Heiman, Esq., at Jones, Day, Reavis &
Poque represents the Debtors in their restructuring efforts. On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service, Inc., 215/945-7000)
PREMCOR REFINING: S&P Assigns BB- Senior Unsecured Debt Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
independent petroleum refiner Premcor Refining Group Inc.'s (BB-
/Negative/--) $400 million senior unsecured notes due 2011 and
2014. At the same time, Standard & Poor's affirmed its ratings on
Premcor Refining Group and parent Premcor USA Inc. The outlook
remains negative.
After the company's $400 million of new debt offerings, Old
Greenwich, Connecticut-based Premcor will have about $1.85 billion
of debt outstanding.
"The proceeds of the notes offering, combined with equity proceeds
of at least $400 million, will be used to finance the Delaware
City Refinery acquisition," said Standard & Poor's credit analyst
Steven K. Nocar.
On completion of the acquisition of Motiva Enterprises LLC's
180,000 barrel per day (bpd) Delaware City Refining Complex,
Premcor will own and operate four refineries of varying complexity
with total processing capacity of about 790,000 bpd.
In the near term, Standard & Poor's ratings actions will depend on
how the company either consumes or conserves liquidity relative to
its future spending needs. The most likely case for negative
ratings actions is a depression in refining margins that causes
Premcor's cash resources to dwindle as it strives to meet new
clean-fuels standards. Conversely, positive actions to the company
rating or outlook will be tied to improvement in Premcor's cash
resources such that Standard & Poor's gains confidence in
Premcor's ability to shoulder its hefty capital-spending
requirements. As Premcor's high levels of capital spending extend
into 2006, the earliest Standard & Poor's would consider revising
its outlook on Premcor to stable is mid-to-late 2004.
In addition, Precmor's capital structure contains a large amount
of secured debt mostly as a result of Premcor's heavy usage of
LOCs used to purchase crude oil and products. If Premcor engages
in additional secured or subsidiary borrowings such that
outstanding priority debt significantly exceeds 15% of Premcor's
total assets, Standard & Poor's would likely downgrade Premcor's
senior unsecured ratings by one notch.
PRIME PLASTIC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Prime Plastic Containers Inc.
1108 Industrial Road
Winfield, Kansas 67156
Bankruptcy Case No.: 04-12059
Type of Business: The Debtor is a plastic beverage cap
manufacturer. See http://www.ppci.net/
Chapter 11 Petition Date: April 20, 2004
Court: District of Kansas (Wichita)
Judge: Robert E. Nugent
Debtor's Counsel: John C. King, Esq.
P.O. Box 864153
Plano, TX 75086
Tel: 214-748-8800
Total Assets: $1,861,795
Total Debts: $1,923,750
The Debtor did not file a list of its 20-largest creditors.
QUINTEK: Unveils New Company Web Site & Launches QSI Division
-------------------------------------------------------------
Quintek Technologies, Inc. (OTCBB:QTEK) unveiled the new corporate
Web site for the Company -- http://www.quintek.com-- highlighting
its QSI Business Process Outsourcing (BPO) subsidiary. The new
website showcases the comprehensive approach to BPO that QSI will
be bringing to the market.
BPO is a multi-billion dollar industry that involves corporate
tasks ranging from mailroom management to document scanning. BPO
services allow corporations to save billions of dollars a year by
outsourcing non-critical business processes. QSI plans to become
an industry leader with their efficient and experienced approach,
which the Company calls "Business Process Optimization."
Bob Brownell, President of Quintek, Inc, commented on the site,
"QSI is positioned for success in the BPO industry and I am
extremely pleased with the informative site we have created, and
the complete picture of QSI's services that it paints. Customers
can see throughout that QSI is the solution for many of their
outsourced business process tasks."
The new website highlights the vast array of quality services that
Quintek's QSI will offer its customers. Quintek's current clients
include many Fortune 500 companies and government agencies.
QSI's consulting manages operational data input and storage,
saving operational time and money while allowing the client to
focus on their core strategies. The site also explains the level
of hardware and software options that QSI provides, including the
state of the art digital and film-based imaging solutions,
technology unique to the BPO marketplace.
Brownell added, "The launch of the new website . . . promises to
be the first of many successes for the team at QSI. With the
addition of recently added staff, including myself, the Company is
positioned to become a leader in the BPO industry."
Quintek Technologies, Inc. has been a manufacturer of hardware and
software and a service provider to the corporate and public sector
markets since 1991. The Company's new division, Quintek Services
Inc. (QSI), delivers Business Process Outsourcing (BPO) services
and Information Lifecycle Management (ILM) solutions to document
intensive industries such as public utilities, healthcare,
insurance, financial, legal, telecommunications and manufacturing.
The solutions and services the Company provides enable
organizations to secure and manage their information and document
business processes more efficiently. The Aberdeen Group, a
provider of IT market intelligence, forecasts 13 percent annual
growth for the BPO industry through 2005, when the market is
projected to reach $248 billion.
Quintek's success is accomplished through Quintek Services, Inc.
(QSI). QSI's Business Process Outsourcing (BPO) solutions
encompass a wide range of professional services, such as document
scanning, inbound mail services, domestic data entry and off-shore
data entry. QSI also offers more sophisticated services including
centralized mail handling, off-shore data capture, web-based image
hosting, EDM software integration, off-shore health care claims
adjudication and digital archival storage.
The company's December 31, 2003, balance sheet discloses a total
shareholders' equity deficit of about $1.5 million.
QUINTILES: Appoints Panel of Consultants for Cardiac Safety Unit
----------------------------------------------------------------
Quintiles Transnational Corp. announced the appointment of three
of the world's leading cardiac experts to form an advisory panel
for Quintiles' Integrated Cardiac Safety Services.
The members of the expert panel are available for consultation
with any Quintiles Integrated Cardiac Safety customer,
complementing an already high level of expertise in Quintiles'
experienced staff of 15 in-house cardiologists.
The three experts are:
(1) David Benditt, M.D., Professor of Medicine at the
University of Minnesota Medical School, USA;
(2) Arvinder Kurbaan, M.D., Consultant Cardiologist to St.
Bartholomew Hospital, London, England; and
(3) Richard Sutton, DScMed, Consultant Cardiologist and
Director of Pacing, Royal Brompton & Harefield National
Health Service Trust, London, and Consultant Cardiologist
to Chelsea & Westminster Hospital, London.
"Cardiac safety data often needs the experienced eye of an
expert," said David A. Dworaczyk, Ph.D., Sr. Vice President,
Integrated Technologies. "Drs. Benditt, Kurbaan and Sutton are
world leaders in cardiology. They will be available to provide
expert guidance to our customers, helping to identify and
understand cardiac safety issues as they arise in the drug
development process."
Benditt has done extensive research on coronary sinus catheters,
resulting in seven patents. He has held numerous positions,
including the presidency of both the North American Society for
Pacing and Electrophysiology and the Minnesota affiliate of the
American Heart Association.
Sutton, who holds six patents on cardiac devices, helped develop
the cardiology practice at Westminster Hospital in London, which
became one of the major implantation centers in the U.K.
Kurbaan has been involved in numerous research projects,
including a registry analysis of coronary stents, development of a
database on management of syncope -- the partial or complete loss
of consciousness due to a temporary reduction of blood flow -- and
a comparison of angioplasty with bypass surgery.
"Going forward, medicines in development must meet evolving
cardiac safety standards," Dworaczyk said. "Through their
research, the members of our panel have contributed significantly
to the medical community's understanding of the human heart and
how it functions. I believe their guidance will be invaluable for
pharmaceutical and biotechnology companies developing new
therapies for cardiac care."
About Quintiles' Integrated Cardiac Safety Services
Integrated Cardiac Safety offers an integrated approach to cardiac
safety, spanning preclinical development through post-marketing
surveillance. With resources positioned globally, Cardiac Safety
has trained and experienced cardiologists available 24 hours a
day, seven days a week for real-time and retrospective ECG review
and signoff. Cardiac Safety also offers a 24-hour Help Desk as
well as a multi-lingual call center to support clinical trials
around the world.
About Quintiles
Quintiles (S&P, BB- Corporate Credit Rating, Stable) helps improve
healthcare worldwide by providing a broad range of professional
services, information and partnering solutions to the
pharmaceutical, biotechnology and healthcare industries.
Headquartered near Research Triangle Park, North Carolina,
Quintiles has offices in 50 countries and is the world's leading
pharmaceutical services organization. For more information visit
the company's Web site at http://www.quintiles.com/
RED MOUNTAIN: Fitch Hacks 5 Note Ratings to Low-B & Junk Levels
---------------------------------------------------------------
Red Mountain Funding L.L.C.'s, commercial mortgage pass-through
certificates, series 1997-1, are downgraded by Fitch Ratings as
follows:
--$6.4 million class D to 'BB+' from 'BBB';
--$3.2 million class E to 'BB' from 'BBB-';
--$8.7 million class F to 'CCC' from 'BB';
--$4.0 million class G to 'CC' from 'B-';
--$4.0 million class H to 'C' from 'CC'.
Fitch places classes C, D, and E on Rating Watch Negative (RWN).
Classes F and G are removed from RWN.
In addition, Fitch affirms the following certificates:
--$58.7 million class A-2 'AAA';
--Interest-Only class X-2 'AAA';
--$10.3 million class B 'AA+';
--$8.7 million class C 'A+'.
Fitch does not rate the $2.5 million class J and the $1.5 million
class K certificates.
The downgrades are due to uncertainty related to the resolution of
the Fairfield pool (12%). The Fairfield pool, secured by four
skilled nursing facilities in CT and operated by Lexington
Healthcare Group (Lexington), is currently 90+ days delinquent.
After Lexington filed bankruptcy in March 2003, a receiver
appointed by the state was installed at the properties. To date,
one of the facilities has been closed. The special servicer is
evaluating workout options and large losses are expected. However,
since there are several properties in this loan, it might take a
while before the loss on this loan is realized.
The placement of classes C, D, and E on RWN is due to increasing
interest shortfalls and the concern with the Fairfield loan.
The pool's largest loan portfolio is the Clipper pool (17%), which
is secured by five skilled nursing facilities and one assisted
living facility in New Hampshire. The loans are operated by Sun
Healthcare Group which was previously in bankruptcy. The loans
matured in 2000; however, the maturity date was recently extended
to 2006. The loans have been current since issuance. The weighted
average trailing-twelve month (TTM) September 2003 debt service
coverage ratio (DSCR) for these loans was 0.93 times (x) and
occupancy 97%.
The largest single loan in the pool (16%) is secured by a
healthcare facility in Birmingham. AL. The property reported a TTM
September 2003 DSCR of 1.41x and occupancy of 81%.
As of the April 2004 distribution date, the pool's aggregate
principal balance has been reduced by 32%, to $107.9 million from
$158.8 million at issuance.
Fitch remains concerned about the property type concentration with
healthcare accounting for 81% of the pool.
Fitch is going to continue monitoring this transaction for further
developments related to the Fairfield loan and other loans of
concern.
RESPONSE BIOMEDICAL: Quality Mgt. System Obtains ISO Certification
------------------------------------------------------------------
Response Biomedical Corp. (TSX-V: RBM), announced the Company's
Quality Management System is Registered to ISO 13485: 1996, under
the Canadian Medical Devices Conformity Assessment System
(CMDCAS). The scope of the Company's ISO registration includes the
design, development, manufacture, and distribution of in-vitro
diagnostic medical devices used in the diagnosis of cardiac
markers.
"As the world's largest developer of standards, ISO certification
is increasingly demanded by the international market place and
provides an important recognized validation of our quality
system," states Bill Radvak, President and CEO. "Having already
achieved CE Mark, discerning customers worldwide now have
additional assurance that clinical RAMP products are developed
under rigorous quality controls and procedures."
Health Canada requires manufacturers of Class III devices to
demonstrate practices in accordance with internationally
recognized quality system standards in order to maintain a medical
device license in Canada. ISO 13485 embodies all the principles of
Good Manufacturing Practices widely used in the manufacture of
medical devices, and provides particular requirements for medical
device suppliers that are more specific than the general
requirements specified in ISO 9001.
About ISO (International Organization for Standardization)
ISO is a network of the national standards institutes of 148
countries, with a Central Secretariat in Geneva, Switzerland, that
coordinates the system. ISO's principal activity is the
development of technical standards that contribute to making the
development, manufacturing and supply of products and services
more efficient, safer and cleaner. These standards serve to
safeguard consumers, and users in general, of products and
services.
About Response Biomedical
Response Biomedical develops, manufactures and markets rapid on-
site RAMP tests for medical and environmental applications
providing reliable information in minutes, anywhere, every time.
RAMP represents an entirely new class of diagnostic, with the
potential to be adapted to more than 250 medical and non-medical
tests currently performed in laboratories. The RAMP System
consists of a portable fluorescent Reader and single-use,
disposable Test Cartridges. RAMP tests are commercially available
for the early detection of heart attack, environmental detection
of West Nile virus, and biodefense applications including the
rapid on-site detection of anthrax, smallpox, ricin and botulinum
toxin.
Response Biomedical is a publicly traded company, listed on the
TSX Venture Exchange under the trading symbol "RBM". For further
information, please visit the Company's Web site at
http://www.responsebio.com/
The company's September 30, 2003, balance sheet reports a working
capital deficit of about CDN$2.5 million. The Company's net
capital deficit for the same period tops CDN$2 million.
SENECA GAMING: S&P Rates Corp. Credit & Sr. Unsecured Debt at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the Seneca Gaming Corporation's (SGC) proposed $225 million senior
unsecured notes due 2012. Proceeds from the proposed note issue,
along with expected cash from operations and existing cash
balances, will be used to help fund SGC's planned expansion
project, make a $25 million distribution to the Seneca
Nation of Indians, and for fees and expenses.
In addition, a 'BB-' corporate credit rating was assigned to the
Niagara Falls, New York-based company. The outlook is stable. Pro
forma for the new notes, total debt outstanding at March 31, 2004,
was approximately $320 million.
SGC was created by the Nation to manage and operate three Class
III gaming facilities in western New York. The Nation consists of
approximately 7,300 members and is one of several federally
recognized Native American tribes in New York. The Nation entered
into its compact with the State of New York in 2002, which was
subsequently approved by the Bureau of Indian Affairs. The compact
expires in 2016 with a renewal option to 2023, and requires a
payment based on a percentage of slot win to the state.
"The ratings reflect SGC's current reliance on the Seneca Niagara
Casino, construction risks associated with the planned expansion
project, challenges in managing a larger gaming operation, and an
evolving competitive landscape, which includes the June 2004
opening of a large-scale casino within a few miles of the Seneca
Niagara Casino on the Canadian side of Niagara Falls and the
addition of video lottery terminals at nearby racetracks," said
Standard & Poor's credit analyst Peggy Hwan. "These factors are
mitigated by favorable demographics in its surrounding
market, strong operating performance of SNC since opening, and
good financial profile for the rating."
SIGNAL SECURITIZATION: Fitch Assigns BB Rating to Class B Notes
---------------------------------------------------------------
Fitch Ratings has performed a review of the Signal Securitization
Corporation manufactured housing transactions. Based on the
review, the following rating actions have been taken:
Signal Securitization Corp, series 1997-3
--Class A 'AA';
--Class B 'BB'.
Signal Securitization Corp, series 1998-1
--Class A 'A'.
Signal Securitization Corp, series 1998-2
--Class A 'A'.
The transactions reviewed pay principal due to senior bonds prior
to paying interest due to subordinate bonds. Higher than expected
losses have caused significant interest shortfalls to various
subordinate bonds in the transactions. While the structures allow
for interest shortfalls to be recovered in the future in the event
of sufficient excess spread, Fitch assessed the likelihood of the
bondholder receiving all interest due when determining the bond's
credit rating.
SILICON GRAPHICS: Improved Liquidity Spurs S&P to Up Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Mountain View, California-based Silicon Graphics, Inc.
(SGI) to 'CCC+' from 'CCC-'. The upgrade reflects improved
liquidity and year-over-year EBITDA improvement in each of the
past three quarters.
Total debt outstanding is about $288 million. The outlook is
positive.
"The ratings on SGI reflect a leveraged financial profile, limited
financial flexibility and weak operating performance," said
Standard & Poor's credit analyst Martha Toll-Reed. While SGI has a
good technology position in high-end computing and graphics
solutions, the company has been struggling to establish revenue
stability and net profitability in the highly competitive
technical workstation and server markets. The company's efforts
have been hampered by reduced levels of information technology
spending, particularly for high-end equipment.
SGI had revenues of $230 million in the quarter ended
March 31 2004, up 6% from the prior year period, and the first
revenue growth in more than five years. The company has continued
to implement cost-reduction actions, resulting in EBITDA interest
coverage in excess of 2x for each of the past two quarters.
With the December 2003 exchange of most of SGI's $230 million of
5.25% senior convertible notes (due Sept. 1, 2004) for a total of
$226 million of notes due in 2009, SGI stabilized its capital
structure. However, leverage remains high: total debt to EBITDA is
in excess of 7x.
SILICON GRAPHICS: Amaranth & N. Maounis Report 5.04% Equity Stake
-----------------------------------------------------------------
Amaranth LLC (a Cayman Islands company), and Nicholas M. Maounis
beneficially own 13,331,650 shares of the common stock of Silicon
Graphics, Inc., representing 5.04% of the outstanding common stock
of the Company. Amaranth LLC and Mr. Maounis share voting and
dispositive powers over the stock.
Amaranth Advisors L.L.C. is the trading advisor for Amaranth LLC
and has been granted investment discretion over portfolio
investments, including the Securities held by each of them.
Maounis is the managing member of Amaranth Advisors L.L.C. and
may, by virtue of his position as managing member, be deemed to
have power to direct the vote and disposition of the Securities
held for Amaranth.
SGI, also known as Silicon Graphics, Inc., is the world's leader
in high-performance computing, visualization and storage. SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century. Whether
it's sharing images to aid in brain surgery, finding oil more
efficiently, studying global climate or enabling the transition
from analog to digital broadcasting, SGI is dedicated to
addressing the next class of challenges for scientific,
engineering and creative users. With offices worldwide, the
company is headquartered in Mountain View, Calif., and can be
found on the Web at http://www.sgi.com/
At December 26, 2003, the Company's balance sheet shows a working
capital deficit of about $50 million and a total shareholders'
equity deficit of about $240 million.
SPECTRASITE: Posts $639 Million Outstanding Debt at March 31, 2004
------------------------------------------------------------------
SpectraSite, Inc. (NYSE: SSI), one of the largest wireless tower
operators in the United States, reported results for the quarter
ended March 31, 2004, and updated its guidance for the remainder
of the year.
The Company has designated the periods prior to January 31, 2003,
as "Predecessor Company" and the periods subsequent to January 31,
2003, as "Reorganized Company." As a result of the implementation
of fresh start accounting, the financial statements of the
Reorganized Company are not comparable to the Predecessor
Company's financial statements for prior periods.
Total revenues for the first quarter of 2004 were $84.6 million,
compared to revenues of $51.1 million for the two months ended
March 31, 2003, and $25.6 million for the one month ended January
31, 2003. Revenues associated with the 545 towers sold to SBC on
February 10, 2003, were $0.4 million for the two months ended
March 31, 2003, and $1.2 million for the one month ended January
31, 2003. Operating income for the first quarter of 2004 was $21.4
million, an increase from operating income of $9.1 million for the
two months ended March 31, 2003, and an operating loss of $3.2
million during the one month ended January 31, 2003. Operating
income associated with the 545 towers sold to SBC on February 10,
2003, was $0.2 million for the two months ended March 31, 2003,
and $0.7 million for the one month ended January 31, 2003.
Other expense during the first quarter of 2004 was $1.6 million as
compared to other expense of $1.2 million during the two months
ended March 31, 2003, and other expense of $0.5 million during the
one month ended January 31, 2003. Other expense items during the
first quarter of 2004 primarily related to expenses associated
with the public offering of approximately 10.4 million shares of
the Company's common stock.
The Company's net income was $7.1 million for the first quarter of
2004 versus a net loss of $1.7 million during the two months ended
March 31, 2003, and net income of $345 million during the one
month ended January 31, 2003. The Company's net income during the
one month ended January 31, 2003, consisted principally of a gain
on the early extinguishment of debt related to the Company's
emergence from chapter 11 on February 10, 2003. The Company's
basic net income per share was $0.15 during the first quarter of
2004 as compared to a basic net loss of $0.04 per share during the
two months ended March 31, 2003, and basic net income per share of
$2.24 during the one month ended January 31, 2003. The Company's
diluted net income per share was $0.14 during the first quarter of
2004 as compared to a diluted net loss of $0.04 per share during
the two months ended March 31, 2003, and diluted net income per
share of $2.24 during the one month ended January 31, 2003.
Adjusted EBITDA increased to $45.2 million during the first
quarter of 2004 from $24.6 million during the two months ended
March 31, 2003, and $12.2 million during the one month ended
January 31, 2003. Other expense items in the amount of $1.6
million during the first quarter of 2004 and $1.2 million during
the two months ended March 31, 2003, and $0.5 million during the
one month ended January 31, 2003, are included in the Company's
Adjusted EBITDA calculations.
The Company's presentation of Adjusted EBITDA is based on recent
regulations adopted by the Securities and Exchange Commission
related to non-GAAP financial measures. The Company defines
Adjusted EBITDA for the Reorganized Company as net income (loss)
before depreciation, amortization and accretion, interest, income
tax expense (benefit) and, if applicable, before discontinued
operations and cumulative effect of change in accounting
principle. For the Predecessor Company, Adjusted EBITDA also
excludes gain on debt discharge, reorganization items, and write-
offs of investments in and loans to affiliates. The Company uses a
different definition of Adjusted EBITDA for the fiscal periods
prior to its reorganization to enable investors to view the
Company's operating performance on a consistent basis before the
impact of the items discussed above on the Predecessor Company.
Each of these historical items was incurred prior to, or in
connection with, the Company's reorganization and is excluded from
Adjusted EBITDA to reflect the results of the Company's core
operations. Adjusted EBITDA may not be comparable to a similarly
titled measure employed by other companies and is not a measure of
performance calculated in accordance with accounting principles
generally accepted in the United States.
Net cash provided by operating activities increased to $27.8
million during the first quarter of 2004 as compared to net cash
provided by operating activities of $11.9 million during the two
months ended March 31, 2003, and net cash provided by operating
activities of $5.9 million during the one month ended January 31,
2003. Purchases of property and equipment during the first quarter
of 2004 were $6.3 million, as compared to $2.3 million for the two
months ended March 31, 2003, and $2.7 million the one month ended
January 31, 2003. Free cash flow, defined as net cash provided by
operating activities less purchases of property and equipment,
during the first quarter of 2004 was $21.5 million as compared to
free cash flow of $9.7 million during the two months ended March
31, 2003, and $3.2 million during the one month ended January 31,
2003.
Based on trailing twelve-month revenues on towers owned or
operated as of March 31, 2003, and still owned or operated as of
March 31, 2004, same tower revenue growth was 10.0%. The Company
owned or operated 7,582 towers and in-building sites as of March
31, 2004.
In describing the first quarter, Stephen H. Clark, President and
CEO, stated, "The first quarter of 2004 represents the first
quarter in which SpectraSite has operated solely as a site leasing
and licensing company and I am extremely pleased with our results.
On an annual and sequential basis, both revenues and Adjusted
EBITDA increased significantly. Through focus, diligence and sheer
hard work, our operating teams continue to exceed their goals. The
results they have achieved clearly have placed our company ahead
of where we thought we would be at this point during the year and,
as a result, we are increasing our guidance for the balance of
2004."
Amendment to Credit Facility
On February 9, 2004, SpectraSite Communications, Inc.
(Communications), the Company's wholly-owned subsidiary, completed
an amendment to its credit facility that reduced the interest rate
on its term loan from, at Communications' option, Canadian
Imperial Bank of Commerce's base rate plus 1.75% per annum or the
Eurodollar rate plus 3.00% per annum to Canadian Imperial Bank of
Commerce's base rate plus 1.00% per annum or the Eurodollar rate
plus 2.25% per annum. The amendment also provides that the
interest rate margins will automatically be further reduced if
Communications' credit ratings improve. As a result of this
transaction, the Company expects to generate annual interest
expense savings of approximately $1.9 million.
Acquisitions
Under the terms of an amended agreement with affiliates of SBC
Communications Inc., completed on November 14, 2002, the Company
agreed to lease or sublease up to 600 SBC towers between May,
2003, and August, 2004, subject to the towers meeting certain
requirements. The agreement with SBC provides that the Company
will lease or sublease no more than 100 towers per quarter
beginning with the second quarter of 2003 and ending in the second
quarter of 2004. In the event that the Company leases or subleases
fewer than 100 SBC towers in any quarter, the final closing in the
third quarter of 2004 may include additional SBC towers necessary
to meet the 600 tower commitment. During the first quarter of 2004
the Company leased or subleased 6 SBC towers, for which it paid
approximately $1.7 million in cash. As of March 31, 2004, the
Company was committed to leasing or subleasing an additional 474
SBC towers during 2004.
Updated 2004 Guidance
The Company's 2004 outlook includes estimates and assumptions
relating to the Company's existing business without regard to
possible additional tower acquisitions under the Company's
contract with affiliates of SBC.
Without giving effect to possible SBC tower acquisitions during
2004, the Company expects 2004 site leasing and licensing revenues
will be between $342 million and $348 million, representing an
increase from the Company's prior guidance of $336 million to $341
million.
The Company has not changed its outlook for 2004 site operations
costs excluding depreciation, amortization and accretion expenses.
The Company expects these costs will be between $108 million and
$111 million.
The Company expects 2004 selling, general and administrative
expenses will be between $48 million and $50 million representing
a reduction from its prior guidance range of $48 million to $51
million.
The Company's 2004 cash interest expense is expected to be
approximately $35 million to $38 million, representing a reduction
from the Company's prior guidance of $37 million to $41 million.
During 2004, the Company expects to spend approximately $15
million to $20 million in capital expenditures related to tower
upgrades, information technology purchases, and other general
corporate requirements. The Company also expects to spend between
$25 million to $30 million in discretionary capital expenditures
related to its in-building initiative and the purchase of ground
rights under certain towers. The Company's overall capital
expenditure range of $40 million to $50 million represents an
increase from its prior guidance range of $25 million to $40
million, primarily due to the allocation of additional capital
expenditures to the Company's initiative to purchase ground rights
under certain of its towers.
At March 31, 2004, the Company had approximately $639 million of
outstanding debt and approximately $84 million of cash on hand.
Based on current assumptions, the Company does not expect to
require borrowings from its $200 million unused revolving credit
facility during 2004.
About SpectraSite, Inc.
SpectraSite, Inc. -- http://www.spectrasite.com/-- based in Cary,
North Carolina, is one of the largest wireless tower operators in
the United States. At December 31, 2003, SpectraSite owned or
operated approximately 10,000 revenue producing sites, including
7,577 towers and in-building sites primarily in the top 100
markets in the United States. SpectraSite's customers are leading
wireless communications providers, including AT&T Wireless,
Cingular, Nextel, Sprint PCS, T-Mobile and Verizon Wireless.
* * *
As reported in the Troubled Company Reporter's January 16, 2004
edition, Standard & Poor's Ratings Services revised the outlook on
Cary, N.C.-based wireless tower operator SpectraSite Inc. to
positive from stable.
At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'B' corporate credit rating. As of Sept.
30, 2003, the company had about $640 million in total debt
outstanding.
SUPERIOR ESSEX: Expects to Close Belden Asset Acquisition by May
----------------------------------------------------------------
Superior Essex Inc. (OTC Bulletin Board: SESX) announced it has
received notice of early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act in connection
with the acquisition of selected assets of Belden Inc.'s (NYSE:
BWC) North American communications wire and cable business.
As previously announced, on March 18, 2004 Superior Essex
Communications LLC entered into a definitive agreement to purchase
selected inventories, machinery and equipment and to assume
customer contracts related to Belden's North American outside
plant communications wire and cable business. The total purchase
price (which is subject to adjustment based upon inventory levels
at closing) will not exceed $95 million. The transaction, which
is still subject to various closing conditions, is expected to
close by the end of May 2004.
"We look forward to completing what we believe is a transforming
strategic acquisition for our communications cable operations that
will provide needed industry rationalization," said Stephen M.
Carter, Chief Executive Officer of Superior Essex. "We also look
forward to providing Belden's customers with the exceptional
product quality and service that we're known for."
About Superior Essex
Superior Essex Inc. is one of the largest North American wire and
cable manufacturers and among the largest wire and cable
manufacturers in the world. Superior Essex manufactures a broad
portfolio of wire and cable products with primary applications in
the communications, magnet wire, and related distribution markets.
The Company is a leading manufacturer and supplier of copper and
fiber optic communications wire and cable products to telephone
companies, distributors and system integrators; a leading
manufacturer and supplier of magnet wire and fabricated insulation
products to major original equipment manufacturers (OEM) for use
in motors, transformers, generators and electrical controls; and a
distributor of magnet wire, insulation, and related products to
smaller OEMs and motor repair facilities. Additional information
can be found on its web site at http://www.superioressex.com/
* * *
As reported in the Troubled Company reporter's March 31, 2004
edition, Standard & Poor's Ratings Services said it affirmed its
'B+/Stable/--' corporate credit rating, its 'B+' secured debt
rating, and its 'BB' senior secured bank loan rating on Atlanta,
Georgia-based Superior Essex Inc. At the same time, Standard &
Poor's assigned its 'B' rating to Superior Essex's proposed $275
million senior unsecured notes due 2012.
The corporate credit rating reflects a below average business
profile, characterized by cyclical operating volatility and low
profitability and returns, partially offset by a solid financial
profile for the rating, and strong market positions in certain
segments of the cable and wire industry.
TEEKAY SHIPPING: Reports Improved First Quarter Results
-------------------------------------------------------
Teekay Shipping Corporation (NYSE:TK) reported net income of $189
million, or $4.37 per share, for the quarter ended March 31, 2004,
compared to net income of $53.6 million, or $1.32 per share, for
the quarter ended March 31, 2003. The results for the first
quarter of 2003 included $31.7 million, or $0.78 per share, in
write-downs to the carrying value of certain older vessels and
marketable securities. Net voyage revenues for the first quarter
of 2004 were $447.6 million compared to $212.9 million for the
same period in 2003, and income from vessel operations increased
to $208.8 million from $103.5 million. The higher results for the
current quarter are primarily attributable to the increase in spot
tanker charter rates, as well as the inclusion of the Navion AS
(Navion) fleet since its acquisition in April 2003.
In addition, Teekay's Board of Directors authorized a two-for-one
stock split relating to the Company's common stock, which will be
effected in the form of a 100% stock dividend. All stockholders of
record on May 3, 2004, will receive one additional share of common
stock for each share held. The additional shares will be
distributed on or about the effective date of May 17, 2004.
"The strength of Teekay's business model was clearly demonstrated
this quarter with both our spot and fixed-rate segments producing
record financial results," commented Bjorn Moller, Teekay's
president and chief executive officer. "Our decision to increase
the size of our spot fleet over the past year allowed our spot
tanker segment to generate over $190 million in cash flow from
vessel operations as a result of the very high freight rates
during the quarter. Our long-term fixed-rate segment continued its
rapid growth, generating over $70 million in cash flow from vessel
operations." Moller continued, "The decision of our Board of
Directors to effect a stock split reflects Teekay's future growth
prospects and the desire to increase the liquidity of our shares."
Acquisition of Naviera F. Tapias S.A.
On March 16, 2004, Teekay announced that it had entered into a
definitive agreement to acquire Naviera F. Tapias S.A. (Tapias),
the leading independent owner and operator of liquefied natural
gas (LNG) carriers and Suezmax tankers in Spain, for a total
enterprise value of approximately $810 million. The purchase price
will include a combination of cash payments and the assumption of
existing debt. In addition, Teekay will assume approximately $540
million in newbuilding commitments, most of which is expected to
be fully debt financed prior to the vessel deliveries. Teekay also
entered into an agreement with the shareholders of Tapias to
establish a 50/50 joint venture that will pursue new business in
the oil and gas shipping sectors, focusing specifically on the
Spanish market. The transaction will establish Teekay's presence
in the high growth LNG shipping sector and position the Company as
a key supplier of LNG shipping to Spain, the world's third largest
importer of LNG.
Tapias' fleet includes four LNG carriers (including two
newbuildings), all on long-term fixed-rate contracts with Spanish
energy companies with an average remaining term of approximately
21 years. The acquisition will further extend Teekay's leading
position in the crude oil tanker sector with the addition of
Tapias' nine Suezmax tankers (including three newbuildings), five
of which are contracted under long-term fixed-rate charters with a
major Spanish oil company with an average remaining term of
approximately 18 years. Management expects that the acquisition
will be immediately accretive to earnings and will add long-term
fixed-rate cash flow from vessel operations of approximately $85
million in 2004 (on an annualized basis) and approximately $115
million per annum thereafter. The transaction, which is subject to
customary closing conditions, is expected to close by April 30,
2004.
Operating Results
Fixed-Rate Segment
For the quarter ended March 31, 2004, cash flow from vessel
operations from the Company's fixed-rate segment increased to
$70.3 million from $25.3 million for the first quarter of 2003,
primarily due to the inclusion of Navion's shuttle tanker
operations and the addition of five conventional tankers on long-
term fixed-rate charters to ConocoPhillips. Cash flow from vessel
operations from the fixed-rate segment was higher than the $61.0
million generated during the quarter ended Dec. 31, 2003,
primarily as a result of:
-- The delivery of the AUSTRALIAN SPIRIT (Aframax tanker) and the
ASIAN SPIRIT (Suezmax tanker), which immediately commenced
service under fixed-rate contracts to ConocoPhillips;
-- High shuttle tanker utilization due to typically higher oil
production during the winter months; and
-- The delivery of the NORDIC BRASILIA (Suezmax shuttle tanker),
during the first quarter.
The Company expects its existing fixed-rate segment to generate
annualized cash flow from vessel operations of approximately $285
million by the fourth quarter of 2004. With the acquisition of
Tapias, the fixed-rate segment's annualized cash flow from vessel
operations is expected to further increase to approximately $400
million by the end of 2004.
Spot Tanker Segment
Cash flow from vessel operations for the quarter ended March 31,
2004 from the Company's spot tanker segment increased to $192.1
million from $117.4 million in the first quarter of 2003,
primarily due to the increase in spot tanker charter rates and the
inclusion of Navion's conventional tanker fleet.
Tanker Market Overview
Tanker freight rates continued to strengthen during the first
quarter of 2004 as a result of strong global oil demand and
increased oil supplies from long-haul sources combined with
constrained tanker supply growth. During April 2004, tanker rates
have declined from the near record levels experienced during the
first quarter of 2004, mainly due to seasonal factors, but remain
at relatively high levels when compared to historical averages.
Global oil demand, an underlying driver of tanker demand,
continued to be strong, averaging 80.3 million barrels per day
(mb/d) during the first quarter of 2004, down from 80.8 mb/d in
the fourth quarter of 2003, but up 1.1 mb/d compared to the first
quarter of 2003. On April 9, 2004, the International Energy Agency
raised its forecast for 2004 oil demand to 80.3 mb/d, which would
represent an increase of 2.1% over 2003 demand.
Global oil supply grew to 82.1 mb/d in the first quarter of 2004,
an increase of 0.5 mb/d from the fourth quarter of 2003. Rising
Iraqi exports helped increase OPEC production by 0.3 mb/d while
non-OPEC production rose by 0.2 mb/d, led by the former Soviet
Union. During the first quarter of 2004, OPEC (excluding Iraq)
production averaged approximately 25.9 mb/d, 1.4 mb/d above its
quota of 24.5 mb/d announced in November 2003. At its March 31,
2004, meeting, OPEC reiterated its earlier decision to further
reduce production quotas by 1.0 mb/d to 23.5 mb/d, effective April
1, 2004, in anticipation of the normal seasonal reduction in oil
demand. Market sources indicate that OPEC continues to produce
significantly above these stated quotas.
The size of the world tanker fleet increased to 320.9 million
deadweight tonnes (mdwt) as of March 31, 2004, up 1.2% from the
end of the previous quarter. Despite the strong tanker rates,
deletions in the first quarter of 2004 of 4.0 mdwt exceeded the
3.4 mdwt of tankers scrapped in the previous quarter. Deliveries
of tanker newbuildings during the first quarter totaled 7.8 mdwt,
up from 5.7 mdwt in the previous quarter.
As at March 31, 2004, the world tanker orderbook stood at 82.3
mdwt, representing 25.6% of the total world tanker fleet compared
to 77.7 mdwt, or 24.5%, at the end of the previous quarter.
Teekay Fleet
As at March 31, 2004, Teekay's fleet (excluding vessels managed
for third parties and the Tapias fleet) consisted of 152 vessels,
including 51 chartered-in vessels and 15 newbuilding tankers on
order. During the quarter, the Company took delivery of three
newbuildings: the AUSTRALIAN SPIRIT (Aframax tanker) and the ASIAN
SPIRIT (Suezmax tanker), which immediately commenced service under
fixed-rate contracts to ConocoPhillips; and the NORDIC BRASILIA
(Suezmax tanker), which currently is trading in the spot market
but is expected to commence its long-term charter to Transpetro by
the third quarter of 2004 after conversion to a shuttle tanker.
The Company did not sell any vessels during the quarter.
Liquidity and Capital Expenditures
As at March 31, 2004, the Company had total liquidity of $786
million, comprising $304 million in cash and cash equivalents and
$482 million in undrawn medium-term revolving credit facilities.
Excluding the Tapias acquisition, as at March 31, 2004, the
Company had approximately $543 million in remaining capital
commitments relating to its 15 newbuildings on order. Of this,
approximately $218 million was due during the remainder of 2004,
$95 million in 2005, $83 million in 2006 and $147 million due in
2007 and early 2008. Long-term financing arrangements totaling
approximately $255 million exist for 8 of the 15 newbuildings on
order.
About Teekay
Teekay is the world's leading provider of international crude oil
and petroleum product transportation services, transporting more
than 10% of the world's sea-borne oil.
With offices in 13 countries, Teekay employs more than 4,700
seagoing and shore-based staff around the world. The Company has
earned a reputation for safety and excellence in providing
transportation services to major oil companies, oil traders and
government agencies worldwide.
Teekay's common stock is listed on the New York Stock Exchange
where it trades under the symbol "TK".
As reported in the Troubled Company Reporter's March 22, 2004
edition, Standard & Poor's Ratings Services placed its ratings,
including the 'BB+' corporate credit rating, on Teekay Shipping
Corp. on CreditWatch with negative implications.
"The CreditWatch placement reflects increased debt leverage
associated with the company's acquisition of unrated Naviera F.
Tapias S.A., an independent operator of liquefied natural gas
(LNG) carriers and Suezmax oil tankers in Spain," said Standard &
Poor's credit analyst Kenneth L. Farer.
The corporate credit rating on Teekay reflects the company's
favorable business position as the leading midsize Aframax crude-
oil tanker operator in the Indo-Pacific Basin, its strong market
share in the Atlantic-Aframax and North-Sea shuttle tanker
markets, and its fairly conservative financial policies. These
factors are offset by significant, but carefully managed, exposure
to the volatile tanker spot markets and active construction and
acquisition programs. Several of the company's directors supervise
Resolute Investments Inc., which controls about 40% of the
company's common stock through trusts.
TWODAYS PROPERTIES: Case Summary & 80 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: TwoDays Properties LLC
dba Day Restaurants
230 Ida
Wichita, Kansas 67211
Bankruptcy Case No.: 04-11792
Debtor affiliates filing separate chapter 11 petitions:
Entity Case No.
------ --------
One Day LLC 04-11793
Day-By-Day Enterprises Inc. 04-11794
DBR Inc. 04-11795
Type of Business: The Debtor is a management and real estate
company, which owns the real estate under 12
restaurants, and in turn leases all 12 to the
operating companies.
Chapter 11 Petition Date: April 8, 2004
Court: District of Kansas (Wichita)
Judge: Robert E. Nugent
Debtors' Counsels: Edward J. Nazar, Esq.
Redmond & Nazar LLP
900 O W Garvey Building
200 West Douglas
Wichita, KS 67202-3089
Tel: 316-262-8361
- and -
Douglas S. Draper, Esq.
Heller, Draper, Hayden, Patrick & Horn, LLC
650 Poydras Street, Suite 2500
New Orleans, LA 70130-6103
Estimated Assets Estimated Debts
---------------- ---------------
TwoDays Properties LLC $10 M to $50 M $10 M to $50 M
One Day LLC $1 M to $10 M $1 M to $10 M
Day-By-Day Enterprises Inc. $1 M to $10 M $1 M to $10 M
DBR Inc. $1 M to $10 M $1 M to $10 M
A. TwoDays Properties LLC's 20 Largest Unsecured Creditors:
Entity Claim Amount
------ ------------
Kansas Restaurant & Hospitality Assoc. $7,579
Kansas Restaurant & Hospitality Assoc. $7,579
Geac Restaurant Systems $1,647
Verizon Wireless $1,328
Household Bank $535
Morris Laing Evans Brock & Kennedy Chart $513
Coca-Cola USA $460
Cox Communications $385
Newton Kansan, The $366
The Newton Kansan $366
General Parts, Inc. $359
Southwestern Office Supply, Inc. $357
Grainger $295
Home Depot $218
Midwest Equipment Company $201
Cartridge King of Kansas, Inc.-Wichita $189
Federal Express $147
SKT $113
Southwest Paper $113
Washer Specialties Co. $111
B. One Day LLC's 20 Largest Unsecured Creditors:
Entity Claim Amount
------ ------------
Burger King Corporation Royalty $153,395
Burger King Corporation $92,497
Reinhart Food Service $80,971
Burger King Corporation $11,272
Burger King Corporation $9,131
Confederated Builders $5,423
Earthgrains Baking Company $5,203
Dr. Pepper Company $2,310
Appliance Medic $987
F & E Wholesale Food Service $508
NuCo2, Inc. $329
Midwest Equipment Company $220
Cain's Coffee Company $211
Cox Communications $177
Zirkle, John $150
Garden City Area Chamber of Commerce $95
Weber Refrigeration & Heating Inc. $70
Appreciated Advertising, Inc. $50
R.F. Technologies, Inc. $42
General Pest Control $30
C. Day-By-Day Enterprises Inc.'s 20 Largest Unsecured Creditors:
Entity Claim Amount
------ ------------
Burger King Corporation Royalty $209,098
Irwin Franchise Capital $199,327
Reinhart Food Service $135,898
Burger King Corporation Advertising Fund $128,881
Burger King Corporation Rent $49,687
Reno County Treasurer $25,357
Earthgrains Baking Co. Bancone-Chicago $11,606
Burger King Corporation Property Tax $11,410
Dept.
Burger King Corporation Investment $10,638
Spending
Dr. Pepper/Seven Up Inc. $6,044
Don's Plumbing, Heating, Air $6,044
Conditioning
UMB Bank $3,216
McClelland South, Muuzak $1,591
F & E Wholesale Food Service $1,347
Stueder Contractors, Inc. $1,303
Westar Energy/KG&E $1,042
Coca-Cola USA $903
C&M Finance $728
Klein Industrial Electric Co. $670
NuCo2, Inc. $666
D. DBR Inc.'s 20 Largest Unsecured Creditors:
Entity Claim Amount
------ ------------
Burger King Corporation Royalty $223,542
Reinhart Food Service $134,398
Burger King Corporation Advertising $132,308
Rita Neville $44,728
Midcoast / Atherton $32,666
Burger King Corporation Investment $12,689
Spending
Earthgrains Baking Company $9,445
Don Peters $8,313
Dr. Pepper $3,773
Don Peters $3,467
F & E Wholesale Food $1,086
McClelland Sound $595
NuCo2, Inc. $570
American Electric Company $506
Washer Specialties Co. $432
Cox Communications-Cox $363
Jayhawk Plumbing $317
Cox Communications $314
City of Wichita $306
Hopper's Glass, Inc. $252
UNIQUE BROADBAND: Files Breach of Contract Suit Against Microcell
-----------------------------------------------------------------
Unique Broadband Systems, Inc. (TSX Venture: UBS) announced that
it has commenced legal action against Allstream Inc. (TSX: ALR.A,
ALR.B; NASDAQ: ALLSA, ALLSB), Microcell Telecommunications Inc.
(TSX: MT.A, MT.B), Microcell Solutions Inc. and Inukshuk Internet
Inc. (wholly-owned subsidiaries of Microcell) for, amongst other
things, specific performance, breach of contract, breach of
confidence and breach of fiduciary duty. The statement of claim
is available in its entirety at http://www.uniquebroadband.com/
Damages totalling $150,000,000 and disgorgement of profits are
claimed against the defendants as a result of their actions. The
assets and rights that need to be protected are significant to UBS
shareholders and as such the Company intends to vigorously pursue
its rights.
About Unique Broadband Systems, Inc.
Unique Broadband Systems, Inc. is a Canadian based company with
holdings in Look Communications and a continuing business
interest with Unique Broadband Systems Ltd. More information can
be found at the Company's web site at
http://www.uniquebroadband.com/
A copy of the UBS Statement of Claim will be made available on
the UBS web site.
At November 30, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $1 million, while total shareholders' equity shrank to about
$15 million, from about $23 million six months ago.
UNITED AIRLINES: Obtains Okay for Kreditanstalt Claim Settlement
----------------------------------------------------------------
On May 7, 2003, Kreditanstalt fur Wiederaufbau filed Claim No.
32891 against UAL Corporation in an unliquidated amount of at
least $290,879,364.
The Debtors sought and obtained Judge Wedoff's approval for their
stipulation with KfW to settle Claim No. 32891.
The Parties agree that Claim No. 32891 will be:
(a) liquidated for $67,800,000; and
(b) allowed as a general unsecured claim without priority.
In addition, KfW may assert an administrative expense claim under
Section 503 of the Bankruptcy Code and a general unsecured claim
without priority.
Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts. When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 215/945-7000)
UNITED AIRLINES: Committee Taps Sperling & Slater as Attorneys
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of the United Airlines Inc. Debtors sought and
obtained the Court's authority to retain Sperling & Slater as
special litigation counsel to assist with discovery and pursue, if
warranted, claims against aircraft financiers represented by
Chapman and Cutler LLP for potential violations of 15 U.S.C.
Section 1, the Sherman Act, federal securities law and other
related claims.
The Committee takes on Sperling due to potential conflict of its
sole counsel, Sonnenschein, Nath & Rosenthal.
Fruman Jacobson, Esq., at Sonnenschein, alleged that the Chapman
Group members acted in concert to set aircraft financing terms.
The Chapman Group has demonstrated their unwavering solidarity by
rebuffing all efforts by the Debtors to deal individually with
its members.
As a result, the Committee believed that the Chapman Group
exercised leverage to force the Debtors to retain more aircraft
than needed at above market rates. Given the Chapman Group's
"stranglehold" on the Debtors' aircraft supply, the Committee
is retaining Sperling to determine if the actions run afoul of
federal or state law.
Sperling will be paid its hourly rates, which range from $150 to
$725 for attorneys and $100 to $150 for paralegals. Sperling
will also charge for reasonable and necessary expenses.
Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts. When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 215/945-7000)
US AIRWAYS: Inks Stipulation Resolving 2 Pennsylvania Tax Claims
----------------------------------------------------------------
On May 9, 2003, the Pennsylvania Department of Revenue filed
Claim No. 5567, asserting a $4,524,028 administrative tax claim
against U.S. Airways, Inc. On May 19, 2003, the Revenue
Department filed Amended Claim No. 5727, asserting a Priority Tax
Claim for $8,838,103 against U.S. Airways.
The Reorganized Debtors and the Revenue Department stipulate that
Claim No. 5567 is withdrawn. Claim No. 5727 is reduced to
$538,355 and allowed as a Priority Tax Claim against U.S.
Airways. Claim No. 5727 will be paid over six years in equal
quarterly installments with simple interest from March 31, 2003
calculated based on the 90-day Treasury Note rate in effect on
March 31.
The Reorganized Debtors and the Revenue Department further agree
that:
(a) The appeal by U.S. Airways of a $76,655 assessment for the
July 1998-2002 period on Sales Tax License 99-04-3642 will
continue in the Pennsylvania State System. If the
Appealed Claim is sustained, any liability to the Revenue
Department will be paid outside the bankruptcy process in
equal quarterly installments over a 4-1/2-year period; and
(b) The 2002 corporate tax return for U.S. Airways was timely
filed and shows zero dollars owing, but has not been
settled. Any liability that may be settled for 2002
corporate taxes will be paid outside the bankruptcy
system. (US Airways Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 215/945-7000)
VALEO: S&P Drops Ratings on Class B Notes & Preferred Shares
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on classes
A-2, A-3, B-1, B-2, and preferred share notes issued by Valeo
Investment Grade CDO III Ltd., an arbitrage CBO transaction
collateralized primarily by investment-grade bonds and managed by
Deerfield Capital Management LLC, on CreditWatch with negative
implications. At the same time, the rating assigned to the class
A-1 notes from the same issuer is affirmed, based on a financial
guarantee insurance policy issued by Financial Security Assurance
Inc.
The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the previous rating action in August 2003. These factors
primarily include continuing par erosion of the collateral pool
securing the rated notes and an increase in defaulted assets held
in the collateral pool.
Since the August 2003 rating action, approximately $19.32 million
in additional defaults have occurred, resulting in par loss of
$10.8 million, further reducing the level of overcollateralization
available to support the notes (see transaction information).
Standard & Poor's will be reviewing the results of current cash
flow runs generated for Valeo Investment Grade CDO III Ltd. to
determine the level of future defaults the rated tranches can
withstand under various stressed default timing and interest rate
scenarios, while still paying all of the rated interest and
principal due on the notes. The results of these cash flow runs
will be compared with the projected default performance of the
performing assets in the collateral pool to determine whether the
ratings currently assigned to the notes remains consistent with
the amount of credit enhancement available.
RATINGS PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS
Valeo Investment Grade CDO III Ltd.
Rating
Class To From
A-2 BBB+/Watch Neg BBB+
A-3 BBB-/Watch Neg BBB-
B-1 BB/Watch Neg BB
B-2 BB/Watch Neg BB
Pref. shares B-/Watch Neg B-
RATING AFFIRMED
Valeo Investment Grade CDO III Ltd.
Class Rating
A-1 AAA
TRANSACTION INFORMATION
Issuer: Valeo Investment Grade CDO III Ltd.
Co-issuer: Valeo Investment Grade CDO III Corp.
Current manager: Deerfield Capital Management LLC
Underwriter: CreditSuisse First Boston
Trustee: Wells Fargo Bank N.A.
Transaction type: Investment grade CBO
TRANCHE INITIAL LAST CURRENT
INFORMATION REPORT ACTION ACTION
Date (MM/YYYY) 2/2002 8/2003 4/2004
Cl. A-1 note rtg. AAA AAA AAA
Cl. A-1 note bal. $440.00mm $440.00mm $440.00mm
Cl. A-2 note rtg. AA BBB+ BBB+/Watch Neg
Cl. A-2 note bal. $30.00mm $30.00mm $30.00mm
Sr. A OC ratio 106.370% 105.672% 104.363%
Sr. A OC ratio min. 102.40% 102.40% 102.40%
Cl. A-3 note rtg. A- BBB- BBB-/Watch Neg
Cl. A-3 note bal. $5.00mm $5.00mm $5.00mm
Sub. A OC ratio 105.25% 104.56% 103.264%
Sub. A OC Ratio min. 102.30% 102.30% 102.30%
Cl. B-1 note rtg. BBB BB BB/Watch Neg
Cl. B-1 note bal. $5.00mm $5.00mm $5.00mm
Cl. B-2 note rtg. BBB BB BB/Watch Neg
Cl. B-2 note bal. $5.00mm $5.00mm $5.00mm
Cl. B OC ratio 103.08% 102.40% 101.135%
Cl. B OC ratio min. 101.10% 101.10% 101.10%
Pref. shares rtg. BB+ B- B-/Watch Neg
Pref. shares bal. $18.00mm $18.00mm $18.00mm
PORTFOLIO BENCHMARKS CURRENT
S&P Wtd. Avg. Rtg. (excl. defaulted) BB+
S&P Default Measure (excl. defaulted) 1.75%
S&P Variability Measure (excl. defaulted) 1.43%
S&P Correlation Measure (excl. defaulted) 1.15
Wtd. Avg. Coupon (excl. defaulted) 7.6%
Wtd. Avg. Spread (excl. defaulted) 0.50%
Oblig. Rtd. 'BBB-' and above 65.87%
Oblig. Rtd. 'BB-' and above 81.24%
Oblig. Rtd. 'B-' and above 93.08%
Oblig. Rtd. in 'CCC' range 6.10%
Oblig. Rtd. 'CC', 'SD' or 'D' 0.81%
Obligors on Watch Neg (excl. defaulted) 10.50%
S&P RATED CURRENT
OC (ROC) RATING ACTION
Class A-1 notes (insured) N.A.* (AAA)
Class A-2 notes 98.28% (BBB+/Watch Neg)
Class A-3 notes 99.22% (BBB-/Watch Neg)
Class C-1 notes 98.82% (BB/Watch Neg)
Class C-2 notes 98.82% (BB/Watch Neg)
Pref. Shares 99.88% (B-/Watch Neg)
* ROC is not published for insured tranches because the insurance
policy, rather than the tranche credit support, determines the
public rating.
VALMONT INDUSTRIES: S&P Assigns BB Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Omaha, Nebraska-based Valmont Industries Inc. At
the same time, Standard & Poor's assigned its 'BB' rating to
Valmont's $225 million senior unsecured bank credit facility due
2009, and its 'B+' rating to the company's proposed $150 million
senior subordinated notes due 2014. The outlook is stable. The
company's total debt pro forma for its debt offerings was about
$300 million at Dec. 31, 2003.
"The ratings on Valmont reflect its good position in niche
markets, benefits from its variable cost structure, established
distribution networks, and considerable geographic and end-market
diversity," said Standard & Poor's credit analyst Paul Vastola.
This is tempered by the high cyclicality of its end markets,
concerns regarding pressures on the company's margins from the
rapid escalation in the cost of steel, its main raw material, and
limited discretionary cash flow.
Proceeds from the proposed notes offering and bank borrowings will
be used to partly refinance existing debt and to fund the $105
million (plus $10 million of assumed debt) acquisition of Newmark
International Inc. Valmont agreed to purchase all of the shares of
Newmark for cash from Newmark's parent company, Pfleiderer AG of
Neumarkt, Germany.
Valmont's operations comprise of four segments: engineered support
structures, mechanized irrigation equipment, tubing, and coating.
Valmont is a leading global manufacturer of poles, towers and
structures for lighting and traffic, wireless communication and
utility markets, and is also a provider of protective coating
services to fabrication and electronics companies. It is also a
global leading producer of mechanized irrigation equipment for
agriculture. In addition, Valmont produces a wide variety of
tubing for commercial and industrial applications. The company
has 32 manufacturing plants and sells its products in more than
100 countries.
Steel accounted for about one-third of Valmont's manufacturing
costs in 2003. Of significant concern is the rapid rise in steel
coil costs in the past six months, the result of the insatiable
demand from China. Valmont has typically been able to raise prices
in step with steel-price increases. However, the speed and
magnitude with which steel producers have increased prices has
precluded Valmont from fully recovering these price increases. As
a result, Valmont's margins are expected to remain under pressure
until the steel supply comes into better balance. It is expected
that steel prices will soon level off and could modestly decrease
in the second half of 2004.
VELTRI METAL: No Word if Flex-N-Gate's Bid Topped at Auction
------------------------------------------------------------
On April 20, 2004, the U.S. Bankruptcy Court for the Eastern
District of Michigan ordered a Public Sale of Veltri Metal
Products, Inc.'s right, title and interest in its operating
assets. The auction was held in the offices of Timmis & Inman,
PLLc, 300 Talon Drive Center, Detroit, Michigan 48207.
Flex-N-Gate entered into an asset purchase agreement with Veltri
in March. The auction was scheduled in order to flush-out any
higher and better offers.
Robert A. Weisberg, Esq., at Carson Fischer, P.L.C., represents
the Debtors in its liquidating efforts, declined to respond to
inquiries about whether Flex-N-Gate's bid was topped by a
competing bidder.
Veltri is a privately held full-service Tier One designer and
manufacturer of high-quality, stamped metal assemblies and modules
such as underbody, chassis and body structures. Veltri's major
customers include DaimlerChrysler, Ford Motor, and General Motors.
See http://www.veltrimetal.com/
The company filed for Chapter 11 relief on January 13, 2004
(Bankr. E.D. Mich. Case No. 04-40993). Robert A. Weisberg, Esq.,
at Carson Fischer, P.L.C. represents the Debtors in its
liquidating efforts.
VERITAS SOFTWARE: 1st Quarter Revenues Increase by 24% to $487 Mil
------------------------------------------------------------------
VERITAS Software Corporation (NASDAQ:VRTSE) announced financial
results for the quarter ended March 31, 2004. Revenue was $487
million, compared to revenue of $394 million for the same period a
year ago, representing 24 percent growth year over year.
GAAP net income for the quarter ended March 31, 2004 was $103
million, or $0.23 per diluted share, compared to GAAP net income
of $42.5 million, or $0.10 per diluted share, for the same period
a year ago. Included in GAAP net income are charges of $1.5
million, net of taxes, for the quarter ended March 31, 2004, and
$27.6 million, net of taxes, for the same period a year ago,
related to amortization of intangibles, in-process research and
development, stock-based compensation and gains/losses on the sale
of strategic investments.
On March 15, 2004, the company announced that it would delay
filing its annual report on Form 10-K for the year ended December
31, 2003, to restate the company's financial statements for the
years ended December 31, 2001 and 2002 and adjust its previously
announced financial results for the year ended December 31, 2003.
As a result, the financial information presented in this press
release is subject to adjustment based on the results of the
restatement.
"Our strong first quarter financial results demonstrate the
fundamental strength of our business strategy and the benefit of
an improvement in IT spending," said Gary Bloom, chairman,
president and CEO, VERITAS Software. "Through our strategic
acquisitions and continued investment in organic product
development, VERITAS continues to deliver a successful portfolio
of products to enable utility computing. This quarter, we further
extended our leadership in backup and storage software solutions,
with some of the most significant upgrades to VERITAS products in
the past 10 years. We remain focused on the fundamentals of our
business and we are highly motivated to drive the company past our
$2 billion revenue target in 2004."
"The revenue upside once again demonstrated the leverage in our
business model, generating approximately $202 million in cash from
operating activities and driving our cash and short-term
investment balance to $2.7 billion," said Ed Gillis, executive
vice president and chief financial officer, VERITAS Software.
"Building on the strength of a solid first quarter, we continue to
view 2004 as an important growth year for VERITAS and expect
revenue for our second quarter to be in the range of $490 million
to $505 million and diluted earnings per share to be in the range
of $0.21 to $0.23 on a GAAP basis."
VERITAS continues to be a leader in the storage software market.
Building on that leadership position, the company introduced
several new products during the first quarter:
-- VERITAS Data Lifecycle Manager 5.0, setting the industry
benchmark for software that helps companies manage data from
creation to archiving.
-- VERITAS NetBackup 5.0 Server, further enhancing our market
leading technology to provide a new class of heterogeneous
storage protection for mid-sized companies and workgroups.
-- VERITAS Storage Foundation 4.0, the most significant upgrade to
our core foundation products since their initial release in
1992, further extending our technical leadership in storage
management and virtualization.
-- New SUSE Linux versions of VERITAS Storage Foundation, VERITAS
Cluster Server, and VERITAS OpForce.
About VERITAS Software
VERITAS Software, one of the top 10 largest software companies in
the world, is a leading provider of software to enable utility
computing. In a utility computing model, IT resources are aligned
with business needs and business applications are delivered with
optimal performance and availability on top of shared computing
infrastructure, minimizing hardware and labor costs. VERITAS
products for data protection, storage and server management, high
availability and application performance management are used by 99
percent of the Fortune 500. More information about VERITAS
Software can be found at http://www.veritas.com/
As reported in the Troubled Company Reporter's December 18, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on VERITAS Software Corp. to 'BB+' from 'BB' and its
subordinated rating to 'BB-' from 'B+'. The outlook is stable.
"The upgrade reflects VERITAS' good execution during a difficult
IT spending environment and growth opportunities that include
products, platforms, and geographies," said Standard & Poor's
credit analyst Philip Schrank.
WALTER INDUSTRIES: Completes Convertible Senior Debt Offering
-------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) announced that it has
completed its private offering of 3.75% Convertible Senior
Subordinated Notes due 2024. In total, Walter Industries issued
$175 million principal amount of its Convertible Senior
Subordinated Notes, including $25 million principal amount issued
following the exercise of the initial purchasers' option to
purchase additional securities.
The Convertible Senior Subordinated Notes will mature on May 1,
2024 and will be convertible under certain circumstances into the
Company's common shares at a conversion rate of 56.0303 shares per
$1,000 principal amount of Convertible Senior Subordinated Notes
(equivalent to an initial conversion price of approximately $17.85
per share), subject to adjustment in certain circumstances. The
Convertible Senior Subordinated Notes will be redeemable at the
Company's option on or after May 6, 2011 and will be subject to
repurchase at the option of holders on May 1, 2014 and on May 1,
2019 and upon the occurrence of a fundamental change (as defined
in the note indenture).
As previously announced, Walter Industries has used approximately
$25 million of the proceeds of the offering to purchase shares
owned by certain affiliates of Kohlberg Kravis Roberts & Co.
("KKR") at a purchase price of $12.75 per share. The Company also
has used approximately $13 million of the proceeds of the offering
to purchase approximately 1 million shares sold by purchasers of
the Convertible Senior Subordinated Notes at a purchase price of
$12.99 per share, and $112.4 million to prepay in full the
outstanding aggregate principal amount of the term loan portion of
its senior secured credit facilities, plus accrued and unpaid
interest to the prepayment date. Walter Industries intends to use
the remainder of the proceeds of this offering, together with
available cash or borrowings under the revolving portion of its
senior secured credit facilities, for general corporate purposes
including, subject to market conditions, additional share
repurchases of up to $25 million. These additional share
repurchases may include privately negotiated purchases of shares
from KKR affiliates.
The Convertible Senior Subordinated Notes have been offered in the
United States only to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended. The
Convertible Senior Subordinated Notes and the common stock
issuable upon conversion of the Convertible Senior Subordinated
Notes have not been registered under the Securities Act. Unless
so registered, the Convertible Senior Subordinated Notes and the
common stock issuable upon conversion of the Convertible Senior
Subordinated 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.
Walter Industries, Inc. (S&P, BB Corporate Credit Rating, Stable)
is a diversified company with revenues of approximately $1.3
billion. The company is a leader in homebuilding, home financing,
water transmission products and natural resources. Based in
Tampa, Florida, the company employs approximately 5,400 people.
For more information about Walter Industries, visit its web site
at http://www.walterind.com/
WARNACO GROUP: Expects Reduction in Workforce after Asset Sales
---------------------------------------------------------------
As of January 3, 2004, The Warnaco Group, Inc., employed 12,377
employees. During the first quarter of 2004, Warnaco sold
certain manufacturing operations in Mexico. During January 2004,
the Company finalized the sale of its ABS business unit and
continued rationalization activities associated with the expected
sale of its Warner's business in Europe.
In a recent filing with the Securities and Exchange Commission,
Warnaco expects that the number of its employees will be reduced
by 2,083.
As of January 3, 2004, 39% of Warnaco's employees, all of whom
are engaged in the manufacture and distribution of its products,
were represented by labor unions. Warnaco considers labor
relations with its employees to be satisfactory and has not
experienced any significant interruption of its operations due to
labor disagreements.
The Warnaco Group, Inc. is a manufacturer of intimate apparel,
menswear, jeanswear, swimwear, men's and women's sportswear,
better dresses, fragrances and accessories. The Company filed for
Chapter 11 protection on June 11, 2001 (Bankr. S.D.N.Y. Case No.
01-41643). Elizabeth McColm, Esq., and Kelley Ann Cornish, Esq.,
at Sidley, Austin Brown & Wood represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed $2,372,705,638 in assets and
$3,078,347,176 in debts. (Warnaco Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)
WARNACO GROUP: Names Frank Tworecke Group President -- Sportswear
-----------------------------------------------------------------
The Warnaco Group, Inc. (Nasdaq: WRNC) has named Frank Tworecke
Group President, Sportswear. Tworecke will have responsibility
for the Company's Calvin Klein(R) Jeans, Calvin Klein(R) Underwear
and Chaps(R) units.
Tworecke, 57, comes to Warnaco with over 30 years of experience in
leading retail and apparel companies. Since 1999, Tworecke has
served as President and Chief Operating Officer of Bon-Ton Stores.
Previously, he was President and Chief Operating Officer of Jos.
A. Bank. He has also held senior management positions with other
apparel wholesalers as well as specialty and department store
retailers including, MGR. Inc., Rich's Lazarus Goldsmith (a
division of Federated Department Stores) and John Wanamaker. He
holds a BS from Cornell University and an MBA from Syracuse
University.
Joe Gromek, Warnaco's President and Chief Executive Officer, said,
"Frank brings to Warnaco superior leadership and management
skills, a solid track record in building businesses and a
comprehensive knowledge of our industry. We are pleased to welcome
him to the Warnaco team."
Tworecke commented, "I look forward to working with Joe and the
entire Warnaco team to implement the strategic growth initiatives
currently underway at Chaps and Calvin Klein and to identify new
opportunities for the group."
Tworecke will join Warnaco in May 2004.
The Warnaco Group, Inc. (Nasdaq: WRNC), headquartered in New York,
is a leading apparel company engaged in the business of designing,
marketing and selling intimate apparel, menswear, jeanswear,
swimwear, men's and women's sportswear and accessories under such
owned and licensed brands as Warner's(R), Olga(R), Lejaby(R), Body
Nancy Ganz(TM), JLO by Jennifer Lopez(R) lingerie, Chaps(R),
Calvin Klein(R) men's and women's underwear, men's accessories,
men's, women's, junior women's and children's jeans and women's
and juniors swimwear, Speedo(R) men's, women's and children's
swimwear, sportswear and swimwear accessories, Anne Cole
Collection(R), Cole of California(R), Catalina(R) and Nautica(R)
swimwear.
WESTERN WIRELESS: S&P Assigns B- Rating to $1.5BB Secured Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' bank loan
rating and a recovery rating of '4' to Western Wireless Corp.'s
new $1.5 billion secured credit facility, based on preliminary
documentation. The '4' recovery rating indicates the expectation
for a marginal recovery of principal (25%-50%) in the event of
a default. Proceeds from the bank loan will be used to refinance
existing bank debt.
Simultaneously, Standard & Poor's affirmed its existing ratings on
Western Wireless, including the 'B-' corporate credit rating. In
addition, the outlook was revised to positive from stable due to
lower debt leverage and liquidity improvement resulting from the
new bank facility.
Bellevue, Washington-based Western Wireless is one of the largest
rural wireless carriers in the U.S., providing service to more
than 1.3 million subscribers in 19 Western states. Pro forma for
the transaction, as of Dec. 31, 2003, total domestic debt
outstanding was about $1.9 billion.
The ratings are based only on Western Wireless' domestic
operations, as the company gives minimal financial support to
unrestricted international subsidiary Western Wireless
International Holding Co. (WWI). In addition, WWI's credit
facilities are nonrecourse to Western Wireless. The new
credit facility has a $300 million carve-out for investments.
However, Western Wireless is expected to provide limited support
to WWI, as it expects these international operations to be self-
funding.
"Ratings on Western Wireless reflect the weak fundamentals of the
rural cellular industry due to continued declines in roaming yield
and uncertainty related to roaming revenue growth subsequent to
AT&T Wireless Services Inc.'s merger with Cingular Wireless LLC,"
said Standard & Poor's credit analyst Rosemarie Kalinowski. "In
addition, Phase II of wireless number portability, to be
implemented in May 2004, could increase competition from national
carriers. These factors are somewhat mitigated by Western
Wireless' multiple digital technology roaming strategy, which
accommodates a diversified portfolio of roaming partners, and its
improving debt leverage and liquidity position." In 2003, debt
leverage declined to 4.5x, from 6.4x in 2002, reflecting the
November 2003 common stock issuance proceeds of approximately $227
million. The company's liquidity position is improved as a result
of the new bank deal, which extends debt maturities to 2011.
WMC FINANCE CO.: S&P Places Low-B Ratings on Watch Positive
-----------------------------------------------------------
Standard & Poor's Rating Services placed its ratings for Woodland
Hills, California-based-WMC Finance Co., including the company's
'B' counterparty credit and 'B-' senior unsecured debt ratings, on
CreditWatch with positive implications.
"The CreditWatch placement follows GE Consumer Finance's
announcement that it plans to acquire WMC Finance Co," said
Standard & Poor's credit analyst Steven Picarillo.
GE Consumer Finance, the consumer-lending unit of General Electric
Co. (NYSE: GE), will acquire WMC from affiliates of Apollo
Management L.P. CreditWatch with positive implications indicates
that the ratings could be raised or affirmed.
"Resolution of this CreditWatch placement will be finalized upon
the completion of this transaction, which is subject to regulatory
approval and is expected to occur in third-quarter 2004," Mr.
Picarillo said.
With total assets of $1.4 billion at Dec. 31, 2003, WMC Finance
Co., through its subsidiaries, originates, sells, and services
residential mortgage loans to borrowers with Alt-A credit.
WORLDCOM INC: Proposes AudioFAX Settlement Agreement
----------------------------------------------------
According to Adam P. Strochak, Esq., at Weil, Gotshal & Manges,
LLP, in Washington, D.C., Debtor MCI Telecommunications
Corporation and AudioFAX IP, LLC, entered into a License
Agreement dated March 6, 1998, where MCIT obtained a non-
exclusive license to use and sell certain products and services
covered by AudioFAX patents.
A dispute arose between AudioFAX and the Debtors relating to
AudioFAX-patented products and services used or sold by certain
of the Debtors' business entities. These Debtor entities have
become a part of the WorldCom organization through merger and
acquisition and were excluded under the License Agreement.
AudioFAX alleged that the Debtors infringed the License Patents
prepetition by the excluded companies' use and sale of the
Licensed Products.
The Debtors deny the allegations.
On January 22, 2003, AudioFAX filed four proofs of claim alleging
damages for patent infringement:
Claim No. Claim Amount
--------- ------------
18323 $29,907
18324 261,538
18325 1,358,000
18326 undetermined
After extensive negotiations, AudioFAX and the Debtors have
resolved the dispute. Accordingly, the Debtors sought and
obtained the Court's authority to enter into a settlement
agreement with AudioFAX.
The salient terms of the Settlement Agreement are:
(a) The parties will execute an amended License Agreement;
(b) The amended License Agreement will permit use of the
Licensed Products by all current business operations of
the Debtors;
(c) The Debtors will pay a one-time cash payment to AudioFAX
prior to April 23, 2004; and
(d) Upon AudioFAX's receipt of the License Fee, AudioFAX will
withdraw with prejudice any and all proofs of claim that
it has filed against the Debtors without delay. AudioFAX
will not receive any further payment on the claims.
The Debtors will assume the Amended License Agreement on the
Effective Date, pursuant to the Plan.
Headquartered in Clinton, Mississippi, WorldCom, Inc.,
-- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532). On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts. (Worldcom Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 215/945-7000)
WORLDCOM/MCI: Signs Amended Embratel Sale Agreement With TELMEX
---------------------------------------------------------------
MCI, Inc. (MCIAV.PK) announced that it has signed an amended
agreement with Telefonos de Mexico, S.A. de C.V. (NYSE: TMX)
(Nasdaq: TFONY) for the sale of MCI's equity stake in Brazilian
telecommunications provider Embratel Participacoes (NYSE: EMT).
The new agreement, which has been approved by the MCI Board of
Directors, increases the cash purchase price to be paid by
Telefonos de Mexico (TELMEX) to $400 million from $360 million and
establishes a $12.2 million transaction termination fee.
The amended agreement also provides for a $50 million up-front
payment to MCI by TELMEX -- which would be retained by MCI if the
proposed transaction cannot be consummated because of the
inability to obtain regulatory approvals.
MCI has filed the amended sale contract with the U.S. Bankruptcy
Court for the Southern District of New York and has requested a
hearing to approve the termination fee on April 26, 2004. If the
termination fee is not approved by the Court, TELMEX will have the
option of reducing the purchase price to $360 million.
The Bankruptcy Court hearing for approval of the sale to TELMEX is
scheduled for April 27, 2004.
About MCI
MCI, Inc. (MCIAV.PK) is a leading global communications provider,
delivering innovative, cost-effective, advanced communications
connectivity to businesses, governments and consumers. With the
industry's most expansive global IP backbone, based on the number
of company-owned points of presence, and wholly-owned data
networks, MCI develops the converged communications products and
services that are the foundation for commerce and communications
in today's market. For more information, go to http://www.mci.com/
WORLDCOM/MCI: Provides Additional Details on Senior Note Terms
--------------------------------------------------------------
MCI, Inc. (MCIAV.PK) provided additional details on the terms of
its senior notes issued on April 20, 2004 as a result of the
Company's emergence from Chapter 11. The senior notes were issued
in accordance with the Company's Plan of Reorganization, are
senior unsecured obligations of the Company and consist of three
separate issues with maturities of three, five and ten years.
The three-year notes mature on May 1, 2007, have an initial coupon
rate of 5.908%, a principal amount of $1,982,537,000 and are
designated as the 5.908% Senior Notes due 2007. Commencing on May
1, 2005, MCI will have the right to redeem some or all of the
5.908% Senior Notes due 2007 at an initial call price of 102.454%,
declining to par in May 2006. Prior to May 1, 2005, MCI will have
the right to redeem some or all of the Notes at a price that would
include a make-whole premium (calculated using a discount rate
equal to the applicable Treasury rate plus 1.331%).
The five-year notes mature on May 1, 2009, have an initial coupon
rate of 6.688%, a principal amount of $1,982,537,000 and are
designated as the 6.688% Senior Notes due 2009. Commencing on May
1, 2006, MCI will have the right to redeem some or all of the
6.688% Senior Notes due 2009 at an initial call price of 102.844%,
declining ratably to par in May 2008. Prior to May 1, 2006, MCI
will have the right to redeem some or all of the Notes at a price
that would include a make-whole premium (calculated using a
discount rate equal to the applicable Treasury rate plus .229%).
The ten-year notes mature on May 1, 2014, have an initial coupon
rate of 7.735%, a principal amount of $1,699,496,000 and are
designated as the 7.735% Senior Notes due 2014. Commencing on May
1, 2009, MCI will have the right to redeem some or all of the
7.735% Senior Notes due 2014 at an initial call price of
103.3675%, declining ratably to par in May 2012. Prior to May 1,
2009, MCI will have the right to redeem some or all of the Notes
at a price that would include a make-whole premium (calculated
using a discount rate equal to the applicable Treasury rate plus
0.845%).
Interest on the senior notes is payable semi-annually on May 1 and
November 1, beginning November 1, 2004, with interest accruing
from April 20, 2004.
The initial coupon rates on the senior notes are subject to reset
after the Company has applied for and received ratings for the
notes from Moody's Investors Service and Standard & Poor's
Corporation. The adjustment could result in a change in the
interest rates ranging from (a) a decrease of 3.0% if the notes
are rated Baa3 or higher by Moody's and BBB- or higher by Standard
& Poor's to (b) an increase of 3.0% if the notes are rated lower
than B3 by Moody's and lower than B- by Standard & Poor's. If the
notes are rated between the levels indicated, the coupon rates
will change to a lesser degree. MCI expects to apply for ratings
from Moody's and Standard & Poor's within the next 30 days. After
applying for these ratings, the Company plans to meet with the two
rating agencies and expects that the ratings for the notes will be
received sometime thereafter. After the ratings are received, the
Company will promptly announce any change to the coupon rates.
About MCI
MCI, Inc. (MCIAV.PK) is a leading global communications provider,
delivering innovative, cost-effective, advanced communications
connectivity to businesses, governments and consumers. With the
industry's most expansive global IP backbone, based on the number
of company-owned POPs, and wholly- owned data networks, MCI
develops the converged communications products and services that
are the foundation for commerce and communications in today's
market. For more information, go to http://www.mci.com/
* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
and Bust
------------------------------------------------------------
Author: Harlan D. Platt
Publisher: Beard Books
Softcover: 236 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://www.amazon.com/exec/obidos/ASIN/1563242753/internetbankrupt
Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.
The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice.in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."
"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.
In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!
All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.
Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.
*********
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, Rizande B.
Delos Santos, Paulo Jose A. Solana, Aileen M. Quijano and Peter A.
Chapman, Editors.
Copyright 2004. 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-
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for the term of the initial subscription or balance thereof are
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*** End of Transmission ***