T R O U B L E D C O M P A N Y R E P O R T E R Monday, August 16, 2004, Vol. 8, No. 172 Headlines ADELPHIA COMMS: Investors Sue Motorola and Scientific-Atlanta AMERICAN SEAFOODS: Terminates 10-1/8% Senior Debt Offering ANC RENTAL: Has Until February 14, 2005, to Object to Claims APM INC: Wants to Use Union Bank of California's Cash Collateral BICYCLE SPORTS: Case Summary & 20 Largest Unsecured Creditors BORDEN CHEMICAL: Apollo Management Completes Asset Acquisition BORDEN CHEMICAL: Venture Opens New Production Facility in China BREUNERS HOME: Great American Group Begins 47-Store GOB Sales BURKS PHYSICIAN: Case Summary & 10 Largest Unsecured Creditors CENTURY ALUMINUM: Prices 11-3/4% Senior Secured Debt Offering CHAS COAL: Creditors' Committee Hires Greenebaum Doll as Counsel COMDISCO HOLDING: Enters Final Phase of Corporate Dissolution CONCERT INDUSTRIES: Gets CCAA Protection in Quebec Until Sept. 30 CONCERT INDUSTRIES: Reports $900,000 Net Loss in Second Quarter CONSECO INC: Reorganized Company Names William Kirsch Pres. & CEO CONSUMERS ENERGY: Fitch Rates $800MM Bonds BB+ with Stable Outlook CORNING INC: Fitch Upgrades Debt to BB+ & Preferred Stock to B+ COVANTA ENERGY: Broad Street Holds Allowed $2.3MM Unsecured Claim CROWN AMERICAS: S&P Puts BB Rating on $125 Million Term Loan CSG SYSTEMS: Moody's Withdraws Low-B Ratings CWMBS INC: Fitch Junks 3 Certificate Classes & Rates 2 Low-B DEVLIEG BULLARD: Court Okays Interim $3.25 Million DIP Financing DUANE READE: Completed Go-Private Merger Transaction on July 30 DUANE READE: Launches Cash Offer for 2.1478% Sr. Convert. Notes ENERGY VISIONS: Pursues Restructuring & Requests TSXV Delisting ENRON: Subsidiary Plans to Sell Blytheville Property for $2.8 Mil. ENRON: Asks Court to Approve Blytheville Sale Bidding Procedures ENRON CORP: Asks Court to Approve Marine Terminals Break-Up Fee FLAGSHIP CLO: S&P Assigns BB Rating to $274 Million Class D Notes FLEMING AND PENCE: Voluntary Chapter 11 Case Summary FLEMING COS: Del Monte & Simplot Want PACA Trust Fund Established FUN-4-ALL: Creditors Committee Hires M.J. Renick as Accountants G-STAR: S&P Assigns BB Rating to $24 Million Preferred Shares GENERAL MEDIA: Plan Delivers Penthouse Magazine to Bondholders GENERAL MEDIA: Penthouse International Sues Bondholders GLOBAL CROSSING: Carlos Slim & Family Disclose 19.9% Equity Stake GLOBAL CROSSING: Nasdaq Says Listing Can Continue Until Sept. 10 GOPHER STATE: Case Summary & 20 Largest Unsecured Creditors HAYES LEMMERZ: Wants to Nix GE Capital's $8 Million Admin. Claim HOLLINGER: Annual Report Delay Will Trigger Bond Indenture Default HOLLINGER INC: Provides Updates on Civil Proceedings INDUSTRIAL WHOLESALE: Case Summary & Largest Unsecured Creditors INFOUSA: CEO Vin Gupta Purchases 10,000 Additional Shares KITCHEN: Committee Brings-In Lowenstein Sandler as Counsel LAIDLAW INC: Laidlaw Int'l Reports About Stock Awards & Options LEHMAN: Moody's Puts Ba2-Rated Class B-2 Certificates Under Review MARINER HEALTH: Suit Charges Violation of Alabama False Claims Act MID-STATE RACEWAY: Case Summary & 40 Largest Unsecured Creditors MILLENIUM ASSISTED: Hires Gershon Biegeleisen as Accountants MIRANT CORP: Wants PwC to Help with Testing & Tax Form Preparation MOONEY AEROSPACE: U.S. Trustee Names 3-Member Creditors Committee NATIONAL CENTURY: Liberty Wants Lincoln Sale Stayed Pending Appeal NEXPAK CORPORATION: Files Reorganization Plan in N.D. Ohio OXFORD AUTOMOTIVE: Liquidity Concerns Prompt Moody's Junks Ratings PH OPCO: Moody's Gives Low-B Ratings, Citing Small Market Share QUALITY DISTRIBUTION: Appoints R.J. Millstone SVP & Gen. Counsel QUALITY DISTRIBUTION: June 30 Balance Sheet Insolvent by $27.5MM QWEST COMMS: Quest Corp. Concludes $575 Million Debt Offering RCN CORP: Court Okays Committee's Bid to Tap Capital & Technology SHOWCASE AUTO: Gets Approval to Use Lenders' Cash Collateral SOLAR INVESTMENT: Fitch Affirms B- Rating on $22M Sub. Notes SOLAR INVESTMENT: Fitch Downgrades Class III-A and B Notes to B+ SOLUTIA INC: Asks Court to Approve Joint Prosecution/Defense Pact STILLWATER MINING: S&P Affirms $180MM Credit Facility's BB Rating SURFSIDE RESORT: Creditors Meeting Rescheduled to Tomorrow TANGO INC: Initiates New Program to Address International Demand THE GREAT ATLANTIC: High Cash Burn Rate Prompts Moody's Downgrades TOUCHSTONE RESOURCES: Completes New $6 Million Equity Financing TOYS 'R' US': Fitch Puts Senior Debt BB Ratings on Watch Negative TRANSWESTERN PUBLISHING: S&P Lowers Corporate Credit Rating to B+ UAL CORP: Unions Argue New DIP Financing Terms are Illegal UBS: Moody's Reviews & May Downgrade Ba1-Rated Class B-5 Certs. UNITED AIRLINES: Machinists Union Files Pension Suit in N.J. US AIRWAYS: Glanzer Tells Pilots' Union Chapter 22 Very Likely VENUS EXPLORATION: Deregisters Shares After Plan Confirmation VHJ ENERGY: Hires Paul Hunter as Bankruptcy Counsel VIATICAL LIQUIDITY: U.S. Trustee Appoints Creditors' Committee W.R. GRACE: Wants to Employ Deloitte as Compensation Advisors WEST-ALL PROPERTIES: Case Summary & Largest Unsecured Creditors WASHINGTON MUTUAL: Fitch Rates Five Certificate Classes Low-B WINSTAR COMMS: Chapter 7 Trustee Wants to Give DIP Lenders $5 Mil. WMC MORTGAGE: Fitch Junks 1 Certificate Class & Affirms 1 at B WORLDCOM INC: Wants Browning & Pinkston Trespass Claims Halted * Daniel Grigsby Joins Jeffer Mangels' Sports Industry Practice * BOND PRICING: For the week of August 15 - August 19, 2004 ********* ADELPHIA COMMS: Investors Sue Motorola and Scientific-Atlanta ------------------------------------------------------------- Argent Classic Convertible Arbitrage Fund, LP, individually and on behalf of other Adelphia Communications Corporation investors, filed a lawsuit in the U.S. District Court for the Southern District of New York against Scientific-Atlantic, Inc., Motorola, Inc., Julian Eidson, and Wallace Haislip. The complaint charges these companies with aiding in the accounting fraud that forced ACOM into bankruptcy. The other named plaintiffs are: -- Argent Classic Convertible Arbitrage Fund (Bermuda), Ltd., -- Argent Lowlev Convertible Arbitrage Fund, Ltd., -- Argent Lowlev Convertible Arbitrage Fund, LLC, -- UBS O'Connor, LLC, -- UBS Global Equity Arbitrage Master, Ltd., -- UBS O'Conner, LLC, -- UBS Global Convertible Portfolio, and -- Eminence Capital, LLC Mr. Eidson is Scientific-Atlanta's senior vice president of finance and Mr. Haislip is the company's chief financial officer. Scientific Atlanta Comments Scientific-Atlanta, Inc. (NYSE: SFA) acknowledged receipt of the Complaint in a press release. Scientific-Atlanta says the shareholders allege that certain commercial transactions between Adelphia and Scientific-Atlanta relating to Adelphia's purchases of digital set-top boxes and a marketing support agreement purportedly resulted in violations of the anti-fraud provisions of the federal securities laws with respect to investors in Adelphia securities. "The suit does not allege any impropriety by Scientific-Atlanta regarding its financial statements," Scientific-Atlanta says and the company "intends to vigorously defend the claim." Scientific-Atlanta, Inc. -- http://www.scientificatlanta.com/ -- is a leading supplier of digital content distribution systems, transmission networks for broadband access to the home, digital interactive set-tops and subscriber systems designed for video, high-speed Internet and voice over IP (VoIP) networks, and worldwide customer service and support. Headquartered in Coudersport, Pa., Adelphia Communications Corporation (OTC: ADELQ) -- http://www.adelphia.net/-- is the fifth-largest cable television company in the country. Adelphia serves customers in 30 states and Puerto Rico, and offers analog and digital video services, high-speed Internet access and other advanced services over its broadband networks. The Company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945- 7000) AMERICAN SEAFOODS: Terminates 10-1/8% Senior Debt Offering ---------------------------------------------------------- American Seafoods Corporation, and American Seafoods Group, LLC, of Seattle Washington affiliate, have decided to postpone an initial public offering of its Income Deposit Securities (IDSs) to a later date because of adverse market conditions. The company's registration statement on Form S-1 has not been withdrawn and remains pending before the Securities and Exchange Commission. The company intends to monitor market conditions. "Although we remain confident in the strength of our business, the current market environment has proved disappointing," said American Seafoods chairman and chief executive officer Bernt O. Bodal. "We fully expect to be back in the market when conditions improve." In addition, American Seafoods Group and American Seafoods Finance, Inc., terminated their previously announced tender offer and consent solicitation for their outstanding 10-1/8% Senior Subordinated Notes due 2010. The registration statement relating to the proposed offering of IDSs was filed with the Securities and Exchange Commission last year, but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The closing of the initial public offering and the other financing transactions contemplated by the registration statement on Form S-1 (Registration No. 333-105499) is a condition precedent to the consummation of the tender offer. On August 5, 2004, American Seafoods filed Amendment No. 10 to its registration statement on Form S-1 with the Securities and Exchange Commission. The consent expiration date was 5:00 p.m., New York City time, on September 26, 2003. Holders who desired to receive the consent payment and the tender offer consideration must have both validly consented to the proposed amendments and validly tendered their Notes pursuant to the offer on or prior to the consent expiration date. Holders who validly tender their Notes after the consent expiration date will receive the tender offer consideration, which is $1,170 per $1,000 principal amount of Notes, but not the consent payment. As of the close of business on September 26, 2003, which was the consent expiration date and the last day on which validly tendered Notes could have been withdrawn, American Seafoods had received the requisite consents to the proposed amendments to the Indenture governing the Notes. Consequently, the proposed amendments were incorporated in the Third Supplemental Indenture, which was executed and delivered on September 26, 2003, by and among American Seafoods Group LLC, American Seafoods Finance, Inc., the guarantors listed on Schedule A thereto and Wells Fargo Bank, National Association, as trustee. The proposed amendments to the Indenture, which will not become operative unless and until the Notes are accepted for purchase by American Seafoods, will eliminate substantially all of the restrictive covenants, certain repurchase rights and certain events of default and related provisions contained in such indenture. American Seafoods, headquartered in Seattle, Washington, is the largest harvester and at-sea processor of pollock and the largest processor of catfish in the United States. ANC RENTAL: Has Until February 14, 2005, to Object to Claims ------------------------------------------------------------ Creditors filed approximately 11,500 claims in ANC Rental Corporation's Chapter 11 cases. The Debtors have asked the U.S. Bankruptcy Court for the District of Delaware to expunge, reduce, or reclassify more than 1,300 proofs of claim, leaving more than 10,000 claims still subject to the claims reconciliation process. The Debtors have contacted many of the Claimants and asked the Claimants amend or withdraw their proofs of claim. Of the remaining claims, the Debtors have obtained either a letter or stipulation from 2,000 Claimants consenting to withdraw or modify their claims. Joseph Grey, Esq., at Stevens & Lee, in Wilmington, Delaware, tells the Court that the Debtors will be filing a motion for approval of these settlements pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure. In addition, there are more than 1,600 claims against the Debtors' estates that can be characterized as personal injury or wrongful death claims. The Debtors are working with Cerberus Capital Management, L.P., and Vanguard Car Rental USA, Inc., as purchasers of their assets, to settle or resolve these claims in the state courts. Delaware Local Rules 3007-1(f)(i) and (ii) restrict the Debtors from filing substantive objections to more than 300 claims per month, unless the Court orders otherwise. With over 1,400 expected substantive objections, the Debtors submit that an extension of time is necessary to complete the claims reconciliation process. In light of the magnitude and scope of the Remaining Claims left to be resolved, at the Debtors' request, Judge Walrath extends the deadline for the Debtors to file objections to proofs of claim to February 14, 2005. Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation, is the world's third-largest publicly traded car rental company. The Company filed for chapter 11 protection on November 13, 2001 (Bankr. Del. Case No. 01-11200). On April 15, 2004, Judge Walrath confirmed the Debtors' 3rd amended Chapter 11 Liquidation Plan, in accordance with Section 1129(a) and (b) of the Bankruptcy Code. Upon confirmation, Blank Rome, LLP, and Fried, Frank, Harris, Shriver & Jacobson, LLP, withdrew as the Debtors' counsel. Gazes & Associates, LLP, and Stevens & Lee, PC, serve as substitute counsel to represent the debtors' post-confirmation interests. When the Company filed for protection from their creditors, they listed $6,497,541,000 in assets and $5,953,612,000 in liabilities. (ANC Rental Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000) APM INC: Wants to Use Union Bank of California's Cash Collateral ---------------------------------------------------------------- APM, Inc., asks the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, for authority to use Union Bank of California's cash collateral to finance its ordinary and necessary operating expenses. The Debtor tells the Court that it is unable to obtain financing on an unsecured basis. Continued post-bankruptcy use of Union Bank's Cash Collateral is necessary to make timely payments to commissioned employees of their accrued commissions and to properly operate, maintain and preserve the business. The Debtor submit that the Bank's existing lien, combined with the benefit of the proposed expenditures in preserving and maintaining the Bank's collateral, provide adequate protection of the Bank's interest. As of the Petition Date, the Debtor owed Union Bank $4,470,255. The Bank has agreed to the Debtor's use of its cash collateral in strict accordance with a 5-Month Budget through November 2004 projecting: Cash On Hand 475,000 Account Receivables 3,200,000 Inventory Value 3,555,000 Life Insurance 400,000 Miscellaneous 50,000 The Budget predicts that the Bank will be paid in full and the company will have approximately $1,882,572 in gross proceeds available for distribution to unsecured creditors. In order to secure the Bank's claims against the Debtor to the extent the Company's use of Cash Collateral results in any diminution of the value of collateral, the Bank will be granted replacement liens with the same scope, validity, perfection, relative priority, and enforceability as the prepetition security. Headquartered in Los Altos, California, APM, Inc., is engaged in the business of distributing and marketing wine bottles, capsules and corks to the international wine industry. The Company filed for chapter 11 protection on July 27, 2004 (Bankr. E.D. Cal. Case No. 04-27694). George C. Hollister, Esq., in Sacramento, Calif., represents the Company in its restructuring efforts. When the Debtor filed for protection from its creditors, it reported assets of over $1 million and debts of over $10 million. BICYCLE SPORTS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bicycle Sports, LLC 4430 Highway 31 West Tyler, Texas 75709 Bankruptcy Case No.: 04-61705 Chapter 11 Petition Date: August 12, 2004 Court: Eastern District of Texas (Tyler) Debtor's Counsel: William Sheehy, Esq. Wilson Law Firm PO Box 7339 Tyler, Texas 75711 Total Assets: $780,277 Total Debts: $2,614,529 Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ BBC, LLC $190,000 AM South $156,849 Ben Popp $50,000 Brown Printing Company $42,223 Brian Cowan $42,000 American Express/United Recovery $36,455 Sefarth & Shaw $36,328 Ronan Walsh $35,000 Dell Financial $32,091 The Recovery Group (UPS) $30,046 KHS, Inc. $25,621 Synapse/ECS $20,500 Kestrel $19,547 Cannondale Bicycle Corporation $19,000 American Bicycle Group $18,765 Weiss, Sugar, Dvorak & Desek, Ltd. $15,197 Hi Fibre Textiles, Ltd. $14,763 Dell Account $14,653 Gollob, Morgan & Peddy $14,567 MacLean Quality Composites $14,162 BORDEN CHEMICAL: Apollo Management Completes Asset Acquisition -------------------------------------------------------------- Apollo Management, LP, a private investment firm, has successfully completed its acquisition of Borden Chemical, Inc., a leading supplier of thermoset and other high performance resins, adhesives and specialty chemicals. In conjunction with the transaction, Borden Chemical has closed on its previously announced private placement of $475 million in Second Priority Senior Secured Notes, which was used to help fund the transaction. In addition, the company has closed on a $175 million Amended and Restated Credit Facility. Apollo Management acquired Borden Chemical, which last year had sales of $1.4 billion, from an affiliate of the investment firm Kohlberg Kravis Roberts & Company. About Apollo Management, L.P. Apollo Management, L.P., founded in 1990, is among the most active and successful private investment firms in the U.S. in terms of both number of investment transactions completed and aggregate dollars invested. Since its inception, Apollo has managed the investment of an aggregate of approximately $13 billion in equity capital in a wide variety of industries, both domestically and internationally. About Borden Chemical, Inc. Borden Chemical produces binding and bonding resins, performance adhesives, UV-curable coatings and the building-block chemical formaldehyde for various wood and industrial markets through its network of 48 manufacturing facilities in 9 countries. Information on Borden Chemical can be found at its website, http://www.bordenchem.com/ * * * As reported in the Troubled Company Reporter's July 28, 2004 edition, Standard & Poor's Ratings Services' ratings on resins producer Borden Chemical Inc. remain on CreditWatch with negative implications. The ratings were placed on CreditWatch on July 6, 2004, following the announcement that Apollo Management LP will acquire Borden Chemical from Kohlberg Kravis Roberts & Co. for about $1.2 billion. Standard & Poor's will resolve the CreditWatch when the acquisition of Borden Chemical is completed. At that time, the corporate credit rating of Borden Chemical will be lowered to 'B+' from 'BB' and the ratings on the existing unsecured notes will be lowered to 'B-' from 'BB-'. The outlook will be stable. At the same time, Standard & Poor's assigned its 'BB-' senior secured bank loan rating and a recovery rating of '1' to Borden Chemical's proposed $175 million secured revolving credit facility, based on preliminary terms and conditions. The 'BB-' rating is one notch higher than the expected corporate credit rating following the CreditWatch resolution; this and the '1' recovery rating indicate high expectation of full recovery of principal in the event of a default. Standard & Poor's also assigned its 'B-' rating and a recovery rating of '4' to the company's proposed tranches of senior second secured notes totaling $475 million with maturity dates of 2010 and 2014 to be issued under Rule 144a with registration rights. The 'B-' rating is two notches lower than the expected corporate credit rating following the CreditWatch resolution, reflecting a limited security package, the priority position of secured debt and meaningful subsidiary obligations in an advantaged position relative to the notes; this and the '4' recovery rating indicate a marginal (25%-50%) recovery of principal in the event of a default. With the CreditWatch resolution, the ratings that are being assigned Friday, July 23 will be affirmed. Proceeds from the new bank credit facility and the senior second secured notes are to be used to finance the acquisition of Borden Chemical and to repay a portion of the company's existing indebtedness. "The overall creditworthiness of Borden Chemical will reflect a very aggressive financial profile resulting from high debt leverage at the outset of the proposed acquisition by Apollo Management, somewhat offset by the company's fair business profile as a leading global manufacturer of formaldehyde-based resins," said Standard & Poor's credit analyst Peter Kelly. BORDEN CHEMICAL: Venture Opens New Production Facility in China --------------------------------------------------------------- Asia Dekor Borden Chemical (Heyuan) Company Limited, a joint venture between affiliates of Borden Chemical, Inc. and China's Asia Dekor Group, has successfully completed the startup of a formaldehyde and resin production facility in Heyuan, China. Borden Chemical is managing the formaldehyde and resin plant, which has the capacity to annually deliver 55,000 metric tons of advanced resins for the production of high and medium density fiberboard and particleboard. The major customer for the facility is Asia Dekor (Heyuan) Woods Company Limited, which operates an adjacent new facility that produces fiberboard. The premium resins produced at the new plant enable the manufacture of wood panels that meet the stringent Super E0 standard for low emissions. The plant includes state-of-the-art controls and will be operated according to Borden Chemical's global environmental and safety standards. More than six hundred guests attended the opening ceremonies for the facility and the adjacent Asia Dekor plant. Among the dignitaries attending were senior officials from the Guangdong Provincial and Heyuan City governments, as well as representatives of the Chinese Ministry of Forestry, Borden Chemical and Asia Dekor. In April 2004, Borden Chemical announced the formation of two joint venture companies in China, as well as the opening of its local Representative Office in Shanghai. The Heyuan resin facility is the second manufacturing plant constructed and operating in China through those joint ventures. The other plant, located near Shanghai, manufactures UV-curable materials for fiber optics and other applications. About Borden Chemical, Inc. Borden Chemical produces binding and bonding resins, performance adhesives, UV-curable coatings and the building-block chemical formaldehyde for various wood and industrial markets through its network of 48 manufacturing facilities in 9 countries. Information on Borden Chemical can be found at its website, http://www.bordenchem.com/ * * * As reported in the Troubled Company Reporter on July 28, 2004, Standard & Poor's Ratings Services' ratings on resins producer Borden Chemical Inc. remain on CreditWatch with negative implications. The ratings were placed on CreditWatch on July 6, 2004, following the announcement that Apollo Management LP will acquire Borden Chemical from Kohlberg Kravis Roberts & Co. for about $1.2 billion. Standard & Poor's will resolve the CreditWatch when the acquisition of Borden Chemical is completed. At that time, the corporate credit rating of Borden Chemical will be lowered to 'B+' from 'BB' and the ratings on the existing unsecured notes will be lowered to 'B-' from 'BB-'. The outlook will be stable. At the same time, Standard & Poor's assigned its 'BB-' senior secured bank loan rating and a recovery rating of '1' to Borden Chemical's proposed $175 million secured revolving credit facility, based on preliminary terms and conditions. The 'BB-' rating is one notch higher than the expected corporate credit rating following the CreditWatch resolution; this and the '1' recovery rating indicate high expectation of full recovery of principal in the event of a default. Standard & Poor's also assigned its 'B-' rating and a recovery rating of '4' to the company's proposed tranches of senior second secured notes totaling $475 million with maturity dates of 2010 and 2014 to be issued under Rule 144a with registration rights. The 'B-' rating is two notches lower than the expected corporate credit rating following the CreditWatch resolution, reflecting a limited security package, the priority position of secured debt and meaningful subsidiary obligations in an advantaged position relative to the notes; this and the '4' recovery rating indicate a marginal (25%-50%) recovery of principal in the event of a default. With the CreditWatch resolution, the ratings that are being assigned Friday, July 23 will be affirmed. Proceeds from the new bank credit facility and the senior second secured notes are to be used to finance the acquisition of Borden Chemical and to repay a portion of the company's existing indebtedness. "The overall creditworthiness of Borden Chemical will reflect a very aggressive financial profile resulting from high debt leverage at the outset of the proposed acquisition by Apollo Management, somewhat offset by the company's fair business profile as a leading global manufacturer of formaldehyde-based resins," said Standard & Poor's credit analyst Peter Kelly. BREUNERS HOME: Great American Group Begins 47-Store GOB Sales ------------------------------------------------------------- Great American Group, one of the nation's leading asset management firms, has commenced the orderly liquidation for Breuners Home Furnishings. Breuners operates home furnishing showrooms under the names Huffman-Koos, Goods Furniture and Breuners Home Furnishings. A total of 47 stores (Huffman-Koos, 20 stores; Goods Furniture, 17 stores; Breuners Home Furnishings, 10 stores) will be closed in Connecticut, New Jersey, Pennsylvania, and California. "Great American Group and our joint-venture partners (Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester) were pleased to be selected as the winning bidder in this process and we are confident that we will have a successful sale. We look forward to providing customers with great values on high-quality furniture for every room in their home," stated Jeff Yellen, President of Great American Group, Furniture Division. Customers will be able to take advantage of great discounts off home furnishings for the entire home, including: entertainment centers, home office systems, bedroom furniture, living and dining room sets, sectional furniture, and much more. Sales have begun at several store locations and will begin shortly at all other locations. The sale is expected to last 6-10 weeks. A complete list of the store closings is available at http://www.greatamerican.com/ Great American Group provides financial services to North America's most successful retailers, distributors, manufacturers, and healthcare facilities. Their well-established services center on turning excess assets into immediate cash through strategic store closings and wholesale, industrial, and healthcare liquidations and auctions. With over 30 years of liquidation experience, Great American Group has successfully completed over 1,000 transactions. Headquartered in Los Angeles, Great American Group also has offices in Chicago, Boston, New York, and Atlanta. For more information, please call Jeff Yellen at 1-800-85-GREAT or visit http://www.greatamerican.com/ Headquartered in Lancaster, Pennsylvania, Breuners Home Furnishings Corp. -- http://www.bhfc.com/-- is one of the largest national furniture retailers focused on the middle to upper-end segment of the market. Breuners filed for Chapter 11 protection on July 14, 2004 (Bankr. Del. Case No. 04-12030). Liquidators Great American Group, Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester) were brought on board within the first 30 days of the bankruptcy filing to conduct Going-Out-of-Business sales at the furniture retailer's 47 stores. Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub represent the Debtors. The Company reported more than $100 million in assets and liabilities when it sought protection from its creditors. BURKS PHYSICIAN: Case Summary & 10 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Burks Physician Management, Inc. dba Back & Joint Institutes of Texas 100 North East Loop 410, Suite 555 San Antonio, Texas 78216 Bankruptcy Case No.: 04-54705 Type of Business: The Debtor offers chiropractic services. Chapter 11 Petition Date: August 12, 2004 Court: Western District of Texas (San Antonio) Judge: Leif M. Clark Debtor's Counsel: Phillip A. Yochem, Jr., Esq. Olympia Business Center 9330 Corporate Drive, Suite. 106 Selma, Texas 78154 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 10 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ IRS Tax Unknown Rose Medical Group Trade $29,188 Sallie Mae $26,382 MBNA America $11,807 Ahern, Triem, Kirk $7,500 & Grater, LLP American Education Services $2,691 Jones & Cook Stationers $2,087 ALTEX Electronics, Ltd. $1,754 Club Regina Trust II $1,421 Time Warner Telecom $1,351 CENTURY ALUMINUM: Prices 11-3/4% Senior Secured Debt Offering ------------------------------------------------------------- Century Aluminum Company (NASDAQ:CENX) has determined the tender offer consideration and the total consideration to be paid in its current tender offer and consent solicitation for its 11-3/4% Senior Secured First Mortgage Notes Due 2008 (CUSIP No. 156431AC2). Upon consummation of the tender offer, assuming the payment date is August 26, 2004, the Company will pay $1,096.86 for each $1,000 principal amount of Notes purchased in the tender offer, plus accrued and unpaid interest. Holders who tendered their Notes prior to 5:00 p.m., New York City time, on August 6, 2004, will receive a consent payment of $20.00 per $1,000 of principal amount of Notes resulting in a total consideration of $1,116.86 for each $1,000 principal amount of Notes purchased in the tender offer, plus accrued and unpaid interest up to but not including the date of payment. The tender offer consideration, as set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated July 29, 2004, is equal to the present value of the Notes as of the payment date, minus the consent payment of $20.00 per $1,000 of principal amount of Notes. The present value of the Notes was calculated in accordance with standard market practice, assuming each $1,000 principal amount of the Notes would be paid at a redemption price of $1,058.75 on April 15, 2005, the earliest redemption date of the Notes, discounted at a rate equal to 50 basis points over the yield to maturity, calculated on a semi- annual bond equivalent basis, of the 1.625% U.S. Treasury Note due April 30, 2005, based on the bid price for the reference Treasury Note (as quoted on the Bloomberg Government Pricing Monitor on Page PX3) at 10:00 a.m., New York City time, today. The tender offer expires at 10:00 a.m., New York City time, on August 26, 2004, unless extended or earlier terminated. Century has received tenders of more than 96% of the outstanding principal amount of the Notes. The closing of the tender offer is subject to certain conditions including the closing of the Company's previously announced private offerings of convertible notes and senior notes to finance the purchase of the Notes in the tender offer. The private offering of convertible notes closed August 9, 2004, and the private offering of senior notes is expected to close August 26, 2004. Credit Suisse First Boston LLC is the exclusive Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Credit Suisse First Boston's Liability Management Group, at (800) 820-1653 (toll-free) or (212) 538-0652 (collect). Requests for documents may be directed to Morrow & Co., Inc., the Information Agent, by telephone at (800) 607-0088 (toll-free), (800) 662-5200 (toll-free), or (212) 754-8000 (collect), or by e-mail at cenx.info@morrowco.com This press release is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities, including the Notes. The offer is being made solely by the Offer to Purchase and Consent Solicitation Statement and related Letter of Transmittal and Consent dated July 29, 2004. The securities offered by the Company to finance the purchase of the Notes in the tender offer will be offered pursuant to an exemption from registration under the Securities Act of 1933, as amended. Such securities will not be registered under the Securities Act and, accordingly, may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements. About Century Century is a producer of primary aluminum with 615,000 metric- tons-per-year of primary aluminum production capacity. Century owns and operates a 244,000-mtpy primary aluminum reduction facility at Hawesville, KY, a 170,000-mtpy facility in Ravenswood, WV and a 90,000-mtpy facility in Grundartangi, Iceland. Century also owns a 49.67-percent interest in a 222,000-mtpy facility in Mt. Holly, SC. Alcoa Inc. owns the remainder and is the operator of the facility. Century's corporate offices are located in Monterey, California. * * * As reported in the Troubled Company Reporter on August 12, 2004, Moody's Investors Service assigned a B1 rating to Century Aluminum Company's proposed $250 million of guaranteed senior unsecured notes due 2014. The combined proceeds from the unsecured notes and a $175 million issue of non-guaranteed convertible senior notes due 2024 (unrated) will be used to finance the tender offer for Century's existing first mortgage notes and to pay related premiums, accrued interest and other expenses of approximately $64 million. The convertible senior notes are not guaranteed and effectively subordinated to the other debt of Century. Moody's affirmed the existing ratings of Century but changed its rating outlook to positive from stable. Moody's will withdraw the ratings on the first mortgage notes if Century's tender offer is successful. The following rating actions were taken: * Assigned a B1 rating to the proposed $250 million of senior unsecured notes due 2014; * Affirmed the Ba3 rating for Century's $100 million senior secured revolving credit facility; * Affirmed its B1 senior implied rating; and * Affirmed its B3 senior unsecured issuer rating. Century's ratings continue to reflect its relatively high leverage, exposure to a single commodity-priced product, a higher cost base compared to many of its integrated competitors, the risks associated with alumina and electrical power supply arrangements, and concentration of sales among four customers. Additionally, the ratings reflect the company's increased debt level following its acquisition of Nordural Aluminum hf, Iceland, and the additional borrowings and equity contributions required to complete the $330 million Nordural expansion over the next two years. CHAS COAL: Creditors' Committee Hires Greenebaum Doll as Counsel ---------------------------------------------------------------- The Official Unsecured Creditors Committee in Chas Coal, LLC's chapter 11 case asks the U.S. Bankruptcy Court for the Eastern District of Kentucky for permission to hire Greenebaum Doll & McDonald PLLC as their legal counsel. Greenebaum Doll is expected to: a) give the Committee advice with respect to its duties, responsibilities and powers in this case; b) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's businesses and desirability of the continuance of such businesses, and any other matters relevant to the case or to the negotiation and formulation of a plan; c) prepare on behalf of the Committee of all necessary pleadings and other documentation; d) give legal advice with respect to the Debtor's formulation of a plan, the Debtor's proposed plans with respect to the prosecution of claims against various third parties and any other matters relevant to the case or to the formulation of a plan in this case; e) give legal advice and representation, if appropriate, with respect to the employment of a trustee examiner, should such action become necessary, or any other legal decision involving interests represented by this Committee; f) represent the Committee in judicial hearings and proceedings; and g) perform other legal services as may be required and in the interest of the creditors and this Committee. Gregory R. Schaaf, Esq., reports that Greenebaum Doll professionals currently bill: Position Hourly Rate -------- ----------- attorneys $400 members and counsels 210 associates 225 - 140 paralegals 155 - 95 Headquartered in London, Kentucky, Chas Coal, LLC -- http://www.chascoal.com/-- is mines, processes and sells high quality, low sulfur Eastern Kentucky coal. The Company filed for chapter 11 protection on June 17, 2004 (Bankr. E.D. Ky. Case No. 04-60972). Robert Gregory Lathram, Esq., in London, Kentucky, represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $28,080,624 in total assets and $8,601,895 in total debts. COMDISCO HOLDING: Enters Final Phase of Corporate Dissolution ------------------------------------------------------------- Comdisco Holding Company, Inc. (OTC:CDCO) reported financial results for its fiscal third quarter ended June 30, 2004. Comdisco emerged from Chapter 11 on August 12, 2002. Under its Plan of Reorganization, Comdisco's business purpose is limited to the orderly runoff or sale of its remaining assets. Operating Results For the three months ended June 30, 2004, Comdisco Holding Company, Inc. reported net earnings of approximately $8 million. The per share results for Comdisco Holding Company, Inc. are based on the 4.2 million shares of common stock outstanding on average during the quarter ended June 30, 2004. For the nine months ended June 30, 2004, total revenue decreased by 58 percent to $101 million and net cash provided by operating activities decreased by 88 percent to $154 million, compared to the nine months ended June 30, 2003. The company expects its total revenue and net cash provided by operating activities to continue to decrease until the wind-down of its operations is complete. The company's total assets decreased by 41 percent to $219 million as of June 30, 2004 from $373 million as of September 30, 2003. The $218 million of total assets as of June 30, 2004 included $188 million of cash. As a result of bankruptcy restructuring transactions, adoption of fresh-start reporting and multiple asset sales, Comdisco Holding Company, Inc.'s financial results are not comparable to those of its predecessor company, Comdisco, Inc. Please refer to the company's quarterly report on Form 10-Q filed on August 12, 2004 for complete financial statements and other important disclosures. Wind-Down of Operations Comdisco Holding Company, Inc. has substantially completed the monetization of its assets and has entered the final phase of the wind-down of operations contemplated by the Plan of Reorganization. On August 12, 2004, in accordance with previously disclosed plans and pursuant to a Bankruptcy court order entered on April 15, 2004, Comdisco took several actions in furtherance of the wind-down. Randolph I. Thornton's appointment as initial disbursing agent became effective after the resignations of four of the five members of the board of directors, leaving Mr. Thornton as the sole director of Comdisco Holding Company, Inc. Comdisco's charter was amended to provide for a one-member board of directors. Mr. Thornton also became chief executive officer and president of Comdisco, replacing Ronald C. Mishler, who has served as chairman, chief executive officer and president since August 2002. "I have been privileged to lead a very talented team of people for the past two years," Mr. Mishler said. "Through their hard work and dedication, we have successfully monetized substantially all of Comdisco's assets through this wind-down process. I am very pleased that someone of Randy Thornton's abilities has agreed to lead the company through its final stages." Comdisco also filed a Certificate of Dissolution with the State of Delaware to formally extinguish the company's corporate existence except for the purpose of completing the wind-down of operations contemplated by the Plan of Reorganization. Thornton has served on Comdisco's board of directors since August 2002 and was a managing director and senior credit officer of Citigroup where he managed many corporate reorganizations and held various positions for over thirty-three years until his retirement in January 2004. He has served as an advisor to, and director of, various other public companies. "On behalf of all the stakeholders of Comdisco, I would like to thank Ron Mishler for his invaluable contributions in leading the company over the past two years," Thornton said. "I would also like to thank the company's other former directors, Jeffrey A. Brodsky, Robert M. Chefitz and William A. McIntosh, for providing the guidance which has enabled the company to successfully reach this stage of the wind-down process. Working with the experienced team still remaining at Comdisco, I am ready to guide the company through the final stages of its wind-down." About Comdisco Comdisco filed for chapter 11 protection on July 16, 2001 (Bankr. N.D. Ill. Case No. 01-24795), and emerged from chapter 11 bankruptcy proceedings on August 12, 2002. The purpose of reorganized Comdisco is to sell, collect or otherwise reduce to money in an orderly manner the remaining assets of the corporation. Pursuant to Comdisco's plan of reorganization and restrictions contained in its certificate of incorporation, Comdisco is specifically prohibited from engaging in any business activities inconsistent with its limited business purpose. Accordingly, within the next few years, it is anticipated that Comdisco will have reduced all of its assets to cash and made distributions of all available cash to holders of its common stock and contingent distribution rights in the manner and priorities set forth in the Plan. At that point, the company will cease operations and no further distributions will be made. John Wm. "Jack" Butler, Jr., Esq., Charles W. Mulaney, Esq., George N. Panagakis, Esq., Gary P. Cullen, Esq., N. Lynn Heistand, Esq., Seth E. Jacobson, Esq., Andre LeDuc, Esq., Christina M. Tchen, Esq., L. Byron Vance, III, Esq., Marian P. Wexler, Esq., and Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented Comdisco before the Bankruptcy Court. Evan D. Flaschen, Esq., and Anthony J. Smits, Esq., at Bingham Dana LLP, served as Comdisco's International Counsel. CONCERT INDUSTRIES: Gets CCAA Protection in Quebec Until Sept. 30 ----------------------------------------------------------------- Concert Industries, Ltd., (TSX: CNG) and certain of its North American subsidiaries obtained an order from the Quebec Superior Court of Justice providing creditor protection under CCAA Proceedings August 5, 2003. The Company's European operations are excluded from the CCAA Proceedings. PricewaterhouseCoopers Inc. was appointed by the Court to act as the Monitor, and this order is currently in effect until September 30, 2004. The entire text of the Court orders and the Monitor's reports are available through the Company's web site at http://www.concert.ca/ The Company advises that under all options currently being considered for a Plan of Arrangement and the Company's emergence from CCAA protection, shareholders of the Company are anticipated to receive only nominal, if any, consideration for their existing shares. Concert Industries Ltd. is a company specializing in the manufacture of cellulose fiber based non-woven fabrics using airlaid manufacturing technology. Concert's products have superior absorbency capability and are key components in a wide range of personal care consumer products, including feminine hygiene and adult incontinence products. Other applications include pre-moistened baby wipes, disposable medical and filtration applications and tabletop products. The Company has manufacturing facilities in Canada, in Gatineau and Thurso, Quebec, and in Germany, in Falkenhagen, Brandenburg. CONCERT INDUSTRIES: Reports $900,000 Net Loss in Second Quarter --------------------------------------------------------------- Concert Industries Ltd. (TSX: CNG) disclosed its financial results for the second quarter ended June 30, 2004. For financial presentation purposes, Concert ACI, Inc., has been treated as discontinued operations. The Company defines defined EBITDA as earnings before provisions for amortization, interest expense, reorganizing expenses, write- down of property, plant and equipment, deferred cost and goodwill, income taxes, and discontinued operations. EBITDA is not a measure of performance under Canadian generally accepted accounting principles; however, management uses this performance measure to assess the operating performance of its assets. Second Quarter Results Results for the second quarter of 2004 showed a net loss of $900,000 compared to a net loss of $5.9 million for the same period last year. For continuing operations, the Company recorded a net loss of $900,000 compared to a net loss of $5.6 million in the prior year. Included in the net loss for the second quarter of 2004 are $1.1 million of reorganizing expenses, incurred as a result of the CCAA Proceedings and primarily consisting of professional fees. Revenues increased by $6.9 million to $45.7 million or 17.8% compared to the second quarter in 2003, due to higher volumes in both North America and Europe. Gross margin was up by $3.0 million to $9.1 million, or 49.2%. This increase in gross margin was a result of increased volumes and improved productivity in both market segments. As a percentage of revenue, the gross margin increased to 19.9% from 15.7%, compared to the second quarter of 2003. Fixed expenses were $4.5 million, down 38.3% compared to the second quarter last year. Cost reductions in the areas of administration, selling and marketing reflect the effects of the Turnaround Plan, which included the relocation of the corporate office to Gatineau. Increases in fixed manufacturing, product development and overhead cost were incurred to support efforts to improve sales, productivity and reduce waste. Cash Flow and Financial Position Cash used in operating and investing activities totaled $1.8 million during the quarter. This net cash usage during the period was funded in part by additional debt and cash on hand at the beginning of the period. As at June 30, 2004, the Company had net borrowings under the DIP financing of $6.0 million, and had drawn $0.5 million under its German bank line of credit. Concert Industries Ltd. is a company specializing in the manufacture of cellulose fiber based non-woven fabrics using airlaid manufacturing technology. Concert's products have superior absorbency capability and are key components in a wide range of personal care consumer products, including feminine hygiene and adult incontinence products. Other applications include pre-moistened baby wipes, disposable medical and filtration applications and tabletop products. The Company has manufacturing facilities in Canada, in Gatineau and Thurso, Quebec, and in Germany, in Falkenhagen, Brandenburg. CCAA Update On August 5, 2003, the Company and certain of its North American subsidiaries obtained an order from the Quebec Superior Court of Justice providing creditor protection under CCAA Proceedings. The Company's European operations are excluded from the CCAA Proceedings. PricewaterhouseCoopers Inc. was appointed by the Court to act as the Monitor, and this order is currently in effect until September 30, 2004. The entire text of the Court orders and the Monitor's reports are available through the Company's web site at http://www.concert.ca/ The Company advises that under all options currently being considered for a Plan of Arrangement and the Company's emergence from CCAA protection, shareholders of the Company are anticipated to receive only nominal, if any, consideration for their existing shares. CONSECO INC: Reorganized Company Names William Kirsch Pres. & CEO ----------------------------------------------------------------- Conseco, Inc.'s (NYSE:CNO) Board of Directors has appointed William S. Kirsch as President and Chief Executive Officer. He succeeds William J. Shea, who has decided to leave the company after successfully leading Conseco in its emergence from Chapter 11 and return to profitability. Mr. Kirsch has served since September 2003 as Executive Vice President, General Counsel and Secretary of Conseco. The company also elected R. Glenn Hilliard, a Director and Non- executive Chairman of Conseco since September 2003 and former Chairman and CEO of ING Americas, as Executive Chairman. Mr. Hilliard will work closely with Mr. Kirsch in setting and overseeing execution of the strategic plan for Conseco, as well as promoting key business relationships and nurturing key talent within the company. Speaking for the Board of Directors, Mr. Hilliard said, "Under Bill Shea's leadership, Conseco has made tremendous progress through its reorganization, emerging from bankruptcy and delivering three consecutive quarters of profitability. As Conseco looks forward to its next stage of growth, Bill Shea and the Board agree that Bill Kirsch is ideally suited to successfully build a strong enterprise, drive long-term growth, achieve our goal of sustained operational excellence, and create value for our shareholders. Bill Kirsch has been a valued adviser to Conseco and we are extremely pleased to have him take the helm. "Over the last two years, Bill Kirsch played a key role in the restructuring of Conseco and was an integral part of the team that helped the Company successfully emerge from bankruptcy," Mr. Hilliard continued. "In addition to helping formulate Conseco's post-bankruptcy business plan, he assisted in rebuilding Conseco's balance sheet, led the restructuring of the Bankers Life management team, and was helpful in reaching agreements with state regulators regarding the challenges related to universal life and long-term care products." "Bill Shea provided strong leadership for Conseco through a difficult transitional period and the Board greatly appreciates the contributions he made in positioning Conseco for future growth," Mr. Hilliard continued. "His leadership was critical in restoring Conseco to profitability, completing our recapitalization and earning ratings upgrades." Mr. Shea said, "I'm very pleased to have had the opportunity to work with the many wonderful people at Conseco to help achieve a successful turnaround at the company. Given the progress we have made, and having accomplished most of what I hoped to achieve at Conseco, this was a natural time for me to move on. Bill Kirsch has repeatedly demonstrated outstanding leadership abilities as a key member of the team that got Conseco to this point in its recovery, and I am confident that Conseco will successfully achieve its long-term goals under the leadership of Bill, Glenn and the rest of the senior management team." Mr. Kirsch said, "Conseco has made tremendous progress in its turnaround and established a solid foundation on which we can take the company to the next level. Our focus moving forward will be to continue the work to re-establish Conseco's position in the marketplace and restore our 'A' rating by being a superior operating company. Critical to that effort will be effectively integrating our systems and operations across all of our businesses, improving our servicing and administration of claims, and creating a culture of excellence at every level of our company. Our goal very simply will be to provide outstanding customer service and product so that we can thrive in an intensely competitive marketplace and restore the Company to leadership in the industry." Mr. Shea has resigned from the Board of Directors of Conseco, Inc. and will not stand as a candidate for re-election to the Board at the upcoming Annual Meeting of Shareholders on August 24. It is contemplated that Mr. Kirsch will be elected to the Board following the company's 2004 Annual Meeting of Stockholders on August 24. Earnings Guidance and Outlook The Company said that its guidance for the second half of this year would be adjusted to reflect the costs associated with the executive transition, but otherwise remains unchanged. Including these costs, Conseco now expects net income applicable to common stock for the year ended December 31, 2004 to be in the range of $200 million to $210 million, rather than the range of $210 million to $220 million stated on August 4, 2004. Conseco's earnings guidance is based on numerous assumptions and factors. If they prove incorrect, actual earnings could differ materially from estimates. William S. Kirsch Mr. Kirsch has served since September 2003 as Executive Vice President, General Counsel and Secretary of Conseco Inc. Prior to that, beginning in early 2003, he served as Acting General Counsel for Conseco. He began representing the Company in the spring of 2002, and worked as Conseco's principal outside corporate counsel throughout the Chapter 11 reorganization process. In addition to his focus on litigation, regulatory and corporate governance matters, Mr. Kirsch has played an increasing role in business strategy and execution of a variety of key company initiatives. Mr. Kirsch has been a managing partner with Kirkland & Ellis (K&E), helping to lead one of the nation's largest and most successful corporate law firms. He served on K&E's Management Committee for the last five years, was Co-Chair of the K&E Finance Committee, and was a Member of the K&E Compensation Committee. He joined the firm in 1981 and was named a partner in 1986. In his practice, Mr. Kirsch has specialized in complex financial, regulatory and corporate governance issues, representing many financial services and other companies, including Conseco. A graduate of Northwestern University, Mr. Kirsch received his law degree from Stanford University. R. Glenn Hilliard Mr. Hilliard became the Non-executive Chairman of Conseco's Board of Directors in September 2003. His career in the insurance industry began in 1968, when he joined Liberty Life Insurance Company as an attorney. After leaving Liberty, where he was elected President and CEO in 1982, he joined Security Life of Denver, an ING company, where he served for four years before being appointed President and CEO of ING America Life in 1993. In 1994, he was named Chairman and CEO of ING North America, and in 1999, he was appointed Chairman and CEO of ING Americas, a position he held until his retirement in 2003. Mr. Hilliard is a member of the Board of Directors of Piedmont Hospital in Atlanta. He also serves as Vice-Chair Finance of the High Museum and is President of the Clemson University Foundation. He is a graduate of Clemson University, and earned his law degree from George Washington University Law School in Washington, D.C. A webcast of the conference call can be accessed through the following link: http://www.pressnews.net/conseco/Listeners should go to the website at least 15 minutes before the event to register, download and install any necessary audio software. About Conseco Conseco, Inc.'s insurance companies help protect working American families and seniors from financial adversity: Medicare supplement, long-term care, cancer, heart/stroke and accident policies protect people against major unplanned expenses; annuities and life insurance products help people plan for their financial futures. * * * As reported in the Troubled Company Reporter on August 11, 2004, Moody's Investors Service upgraded the debt and financial strength ratings of Conseco, Inc., based on the company's successful completion of its previously announced capital restructuring initiatives and its second quarter 2004 financial results, which were in line with Moody's expectations. The rating agency upgraded Conseco's existing bank debt to B2 from B3 and its mandatory convertible preferred securities to Caa2 from Caa3. In addition, the rating agency raised the insurance financial strength ratings of Conseco, Inc.'s primary insurance subsidiaries (with the exception of Conseco Senior Health Insurance Company) to Ba1 from Ba2. Conseco Senior Health was affirmed at Caa1 with a developing outlook. All of the company's ratings, with the exception of Conseco Senior Health, now have a stable outlook. This concludes the review that was initiated on May 27, 2004. As the rationale for the rating actions, Moody's noted Conseco's recent actions to enhance holding company flexibility. The company recently raised approximately $923 million of proceeds from the issuance of common equity and $690 million from the issuance of mandatory convertible preferred stock (before underwriting discount and expenses). The company has redeemed all of its outstanding convertible exchangeable preferred stock ($929 million) as well as refinanced its previous bank debt. The rating action reflects Moody's belief that Conseco's recapitalization initiatives have significantly delevered the company's balance sheet and reduced debt service requirements. In addition, the company has shown improvement in its consolidated NAIC risk-based capital ratio -- RBC, fixed charge coverage, and statutory earnings during the first six months of 2004. Moody's believes the recently completed recapitalization should provide Conseco additional time to execute its business strategy and provide greater flexibility in terms of financial leverage and interest coverage. However, the current ratings continue to reflect the challenges that Moody's believes the company will face in maintaining the strength of its agency force and in growing new business and retaining existing business in a profitable manner, while at the same time servicing fixed charges at the holding company and maintaining current risk-adjusted capital levels at its insurance companies. In addition to increasing financial flexibility at the holding company, Moody's notes that Conseco has made significant progress in a number of other areas, including expense management, improving the risk profile of its investment portfolio, and resolving some uncertainty surrounding Conseco Senior Health. Moody's decision to affirm Conseco Senior Health's Caa1 insurance financial strength rating with a developing outlook reflects the continued uncertainty surrounding the company's future earnings and relatively low capitalization levels. Conseco Senior Health has experienced significant losses relating to a previously acquired block of home health care policies in Florida and other states. In April 2004, the Florida Insurance Department ordered Conseco Senior Health to offer existing home health care policyholders in Florida and other states three alternatives involving changes to policy benefits and premiums on their current policies. While the rating agency believes that this agreement with the Florida Insurance Department is a positive for the company as it removes some of the uncertainty surrounding the company, the impact on earnings and capital for Conseco Senior Health is difficult to estimate at this time, as it will partially depend on policyholder behavior as it pertains to these new policy alternatives. The company's ability to more closely monitor and manage its claims activity on this runoff business will also impact the future profitability of this subsidiary. Conseco, Inc., and Conseco Finance Corp. filed for chapter 11 protection on December 17, 2002 (Bankr. N.D. Ill. Case Nos. 02-49671 through 02-49676, inclusive) (Doyle, J.). Conseco, Inc., emerged from chapter 11 protection on Sept. 10, 2003, under the terms of a confirmed plan of reorganization. CFC liquidated its consumer finance business under the terms of a plan of liquidation confirmed on Sept. 9, 2003. CONSUMERS ENERGY: Fitch Rates $800MM Bonds BB+ with Stable Outlook ------------------------------------------------------------------ Fitch Ratings has assigned 'BB+' ratings to Consumers Energy Co.'s $150 million issuance of 4.40% first mortgage bonds (FMBs) due Aug 15, 2009, $300 million issuance of 5% FMBs due Feb.15, 2012, and $350 million issuance of 5.50% FMBs due Aug. 15, 2016. Proceeds from the issuance will be used to repay debt and for general corporate purposes. The Rating Outlook for Consumers is Stable. The new ratings are the same as those of Consumers' outstanding FMBs and secured senior notes. Consumers' ratings are currently subject to constraint resulting from ownership linkage of CMS Energy (senior unsecured rated 'B+', Rating Outlook Stable by Fitch). However, Consumers has individual characteristics, including relatively predictable cash flows and sound electric and gas monopoly distribution franchises, which would warrant ratings in the low 'BBB' category. Fitch notes that the introduction of electric supplier competition in Michigan and frozen electricity tariffs create some commodity risk for Consumers. Liquidity at the utility has been improved with the recent completion of a $500 million credit facility that expires in 2007. Consumers continues to await resolution on various regulatory items, including a gas rate case, applications for stranded cost recovery relating to loss of customer load under the customer choice program in Michigan, and securitization or accelerated recovery of environmental costs. Although many of the items are still unresolved, the Michigan Public Service Commission has issued several favorable orders that have reduced the cost of customer losses and prevent customers to arbitrage between standard offer service and competitive suppliers, and approved the recovery of $107 million of implementation costs related to Consumers' customer choice program over a three-to-five year period. This will benefit Consumers' cash flow through 2008. The gas rate case and related gas depreciation rate case are both pending final orders, now expected in the early fourth quarter of 2004. Interim and staff recommendations of an $80.5 million increase are consistent with Fitch's internal expectations. Consumers has also announced its intention to file an electric rate case in late 2004. Consumers, the primary subsidiary of CMS Energy, is a combination electric and natural gas utility that serves more than 3.3 million customers in Michigan's Lower Peninsula. CORNING INC: Fitch Upgrades Debt to BB+ & Preferred Stock to B+ --------------------------------------------------------------- Fitch Ratings upgraded Corning Incorporated's senior unsecured debt to 'BB+' from 'BB' and the convertible preferred stock to 'B+' from 'B'. The Rating Outlook is Positive. Approximately $2.7 billion of securities are affected by Fitch's action. The upgrade mainly reflects Corning's: * strengthened credit protection measures, resulting from significantly improved operating performance; and * lower cost structure and the company's ongoing improving capital structure through a reduction of debt via cash buyback, equity offerings, and asset sales. Also considered are Corning's solid market positions for active matrix liquid crystal display -- LCD -- glass and telecommunications and increasing equity earnings from investments (mostly Samsung Corning Precision Glass and Dow Corning Corporation), a majority of which are non-cash. The Positive Outlook reflects Fitch's belief that industry conditions for LCD monitor demand could improve further and telecommunications will remain stable, resulting in continuing positive trends for operating metrics and credit protection measures. Concerns center on the increased capital commitments made to the Display Technologies segment (pressuring free cash flow), a Telecommunications segment (40% of revenues), which continues to have GAAP net losses but is free cash flow positive, potential for growing pricing pressures for LCD glass, and a continued need to invest in research and development to generate the next break- through product for future revenue streams. As of the second quarter of 2004, leverage was 4.5 times(x) and interest coverage 4.0x, compared with approximately 25.0x leverage and less than 1.0x interest coverage for the second quarter of 2003. While Fitch expects continued improvement in these metrics, focus will remain on the company's ability to achieve consistent and sustained operating profitability with minimal positive cash flow expected in the intermediate term. The company has achieved sequential quarterly revenue growth and EBITDA margin improvement in the past six quarters. Corning's revenue for the second quarter ending June 30, 2004, was $971 million, 15% sequential growth and nearly 30% growth year-to-year, mostly due to LCD. Additionally, EBITDA margins were more than 22%, compared with approximately 12% in the second quarter of 2003. The company is realizing the benefits from significant cost restructuring programs from the past few years, which have included significant headcount reductions and closure and consolidation of a number of manufacturing locations, along with asset divestitures. Corning has downsized its cost structure dramatically to an estimated $3 billion revenue run rate from a $7 billion run rate at year-end 2000. Solid progress has been made in improving the company's capital structure and reducing total debt, particularly the zero coupon convertible debentures, which have a put date in November 2005 and can be settled in cash, stock, or a combination. Through a series of open market purchases, as well as a tender offer, the company has reduced the puttable debentures from $2.1 billion to approximately $270 million as of June 2004. Total debt is down to $2.7 billion from $5.0 billion at year-end 2001 and currently consists primarily of various senior notes as well as the zero coupon convertible debentures. The company has minimal remaining debt maturities for 2004 and approximately $590 million due in 2005, including the previously mentioned put. Beginning in November 2004, Corning's 3.5% convertible debentures (currently $355 million outstanding) can be called by the company or converted to equity at a conversion price of approximately $9.87 per share. As of the second quarter of 2004, the company had adequate liquidity of $1.6 billion in cash and securities and access to a $2.0 billion undrawn revolving credit agreement, which expires in 2005. Free cash flow is expected to be break-even to slightly positive for the year. Additionally, Corning's debt-to- capitalization ratio has decreased from a high of nearly 50% in 2002 to approximately 32% in June 2004, which is important given the one financial covenant in the company's bank agreement is a maximum debt-to-capitalization of 60%. The company maintains $1.7 billion of goodwill and $1.5 billion of deferred tax assets on its balance sheet. Even if Corning were to take a non-cash charge and fully write off both of these, it would not adversely affect the covenant for the bank credit facility. Strength in the company's Display Technologies segment is derived from LCD glass products, which have experienced more stable pricing than originally anticipated. Revenue for LCD glass increased nearly 50% in 2003 and should experience annual double- digit growth through 2007 driven by a technology substitution cycle and further penetration of LCDs into the television market. Fitch believes pricing pressures could become more volatile as industry participants continue aggressive production capacity expansion. Corning further benefits from the growth of this business via its 50% ownership in Samsung Corning Precision Glass, which is reflected in equity earnings. A majority of the company's near-term profitability is dependent on the Display Technologies segment, as telecommunications continues to focus on achieving break-even results. A substantial part of Corning's capital spending is for LCD production capacity expansion. For 2003, total capital expenditures were approximately $370 million but could increase to nearly $1.0 billion annually for 2004 and 2005, primarily due to LCD expansion. The telecommunications industry continues to experience weak infrastructure spending. While 'fiber-to-the-home' initiatives look promising for 2005, there is still uncertainty to the timing or magnitude of a recovery. Fitch expects minor revenue increases as opposed to any significant turnaround in telecommunications. These factors continue to pressure the company's operating profitability in the Telecommunications segment, even though the fiber and cable business is free cash flow positive. Fitch believes that Corning's telecommunications end markets have mostly stabilized from a volume perspective while pricing pressures are anticipated to continue, albeit at historical levels as industrywide capacity reductions have taken place. Even as revenues from the Telecommunications segment are stabilizing, Fitch anticipates that it will not become a significant profitability contributor for the next few years. COVANTA ENERGY: Broad Street Holds Allowed $2.3MM Unsecured Claim ----------------------------------------------------------------- On July 25, 1997, Ogden Power Corporation, now known as Covanta Energy Americas, Inc., decided to purchase all of the stock of Pacific Energy from Pacific Enterprises Energy Management Services Enterprises. On the same day, Covanta Americas entered into an agreement with Broad Street Resources, which required Covanta Americas to make payments to Broad Street in consideration for services rendered by Broad Street to Covanta Americas prior to the Sale, if Covanta Americas completed the purchase of the capital stock of Pacific Energy. On October 1, 1997, Covanta Americas purchased all of Pacific Energy's stock from Pacific Enterprises thereby becoming obligated to make payments to Broad Street. Pursuant to the Agreement, Covanta Americas was obligated to pay Broad Street: * $1,000,000 at Closing; and * 10% of the cash that Pacific Energy or its successors or assigns actually received after the Closing pursuant to two geothermal settlements with Southern California Edison -- which equated to 48 payments of $45,291 each; * $50,000 on the last day of each calendar quarter of 1998; * $50,000 on the last day of each calendar quarter of 1999; * $62,500 on the last day of each calendar quarter of 2000; and * $75,000 on the last day of each calendar quarter of the years 2001 through and including 2009. At the time Covanta Energy Corporation and its affiliates and subsidiaries filed for bankruptcy, Covanta Americas was current on the Payments to Broad Street. After the Petition Dates, however, Covanta Americas ceased making the required payments. There were outstanding settlement payments and quarterly payments due to Broad Street at the time Covanta Americas discontinued payment. Consequently, Broad Street filed Claim No. 841 against certain of the Debtors. To settle the issue, the Debtors agree to allow Broad Street a $2,301,479 unsecured claim against Covanta Americas. Nothing in the parties' stipulation will constitute or be deemed to constitute a waiver of any rights Broad Street or the Debtors may have with respect to Claim No. 841. Judge Blackshear approves the Stipulation. 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. 60 and 62; Bankruptcy Creditors' Service, Inc., 215/945-7000) CROWN AMERICAS: S&P Puts BB Rating on $125 Million Term Loan ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB' bank loan rating and a recovery rating of '1' to Crown Americas Inc.'s -- an indirect, wholly owned subsidiary of Crown Holdings Inc. -- proposed $125 million term loan B due 2011, based on preliminary terms and conditions. The bank loan rating is one notch above the corporate credit rating; this and the '1' recovery rating indicate a high expectation of full recovery of principal in the event of default. Consequently, the offering of Crown European Holdings SA's first priority senior secured notes due 2011 is reduced to $428 million, from $550 million. Standard & Poor's also affirmed its 'BB' bank loan rating and a recovery rating of '1' to Crown Holdings Inc.'s proposed $500 million senior secured credit facilities due February 2010, based on preliminary terms and conditions. The facilities include a $400 million senior secured revolving credit facility, of which up to $200 million is available to Crown Americas in U.S. dollars, and up to $200 million is available to Crown European Holdings in euros and pounds sterling; and a $100 million senior revolving letter of credit facility. The bank loan rating is one notch above the corporate credit rating; this and the '1' recovery rating indicate a high expectation of full recovery of principal in the event of default. At the same time, Standard & Poor's also affirmed its 'BB' rating and a '1' recovery rating to the proposed $428 million first priority senior secured notes due 2011, which are to be issued under Rule 144A with registration rights by Crown European Holdings and will be guaranteed by Crown Holdings. The 'BB' rating is one notch above the corporate credit rating; this and the '1' recovery rating indicate a high expectation of full recovery of principal in the event of default. Proceeds are expected to be used to finance the outstanding bank debt, and for fees and expenses. Standard & Poor's also affirmed its 'BB-' corporate credit rating and other existing ratings on the Philadelphia, Pennsylvania-based company. The outlook is stable. Crown had outstanding total debt of about $4 billion at June 30, 2004. "The ratings on Crown reflect its aggressive financial profile, onerous debt burden, and risks associated with its asbestos litigation, all of which overshadow its average business risk profile," said Standard & Poor's credit analyst Liley Mehta. With annual sales of about $6.9 billion, Crown is primarily a metal container manufacturer (resulting from its asset sales program of plastic packaging operations and divestiture of Constar International Inc.), with only about 13% of its revenues derived from its plastic closures operations. CSG SYSTEMS: Moody's Withdraws Low-B Ratings -------------------------------------------- Moody's Investors Service has withdrawn the ratings of CSG Systems to reflect the redemption or repurchase of the company's rated debt securities. The following ratings have been withdrawn: -- $40 million Senior Secured Revolving Credit Facility due 2007, previously rated Ba3; -- Senior Secured Term Loan A due 2007, previously rated Ba3; -- Senior Secured Term Loan B due 2008, previously rated Ba3; -- Senior Implied, rated Ba3; and -- Issuer Rating, rated B1. Moody's withdrawal of CSG Systems reflects the company's redemption or repurchase of its rated debt with proceeds from a $230 million 2.5% convertible senior notes due 2024. Headquartered in Englewood Colorado, CSG Systems International Inc., is a leader in next generation billing and customer care solutions for the cable television, satellite, advanced IP services, next generation-mobile, and fixed wireline markets. Revenue for the second quarter ended June 30, 2004 was $130 million. CWMBS INC: Fitch Junks 3 Certificate Classes & Rates 2 Low-B ------------------------------------------------------------ Fitch takes rating actions on these CWMBS (IndyMac) Inc.'s mortgage pass-through certificates: CWMBS (IndyMac) mortgage pass-through certificates, series 1999-B -- Class A affirmed at 'AAA'; -- Class B1 affirmed at 'AAA'; -- Class B2 affirmed at 'AAA'; -- Class B3 upgraded to 'AA+' from 'AA-'; -- Class B4 upgraded to 'BBB' from 'BB+'; and -- Class B5 upgraded to 'BB' from 'B'. CWMBS (IndyMac) mortgage pass-through certificates, series 1999-C: -- Class A affirmed at 'AAA'. CWMBS (IndyMac) 2000-F (RAST 2000-A6) mortgage pass-through certificates, series 2000-F: -- Class CB-NB affirmed at 'AAA'; -- Class B1 upgraded to 'AAA' from 'AA'; -- Class B2 affirmed at 'A' and removed from Rating Watch; -- Class B3 downgraded to 'C' from 'CCC'. CWMBS (IndyMac) 2000-G (RAST 2000-A7) mortgage pass-through certificates, series 2000-G: -- Class A affirmed at 'AAA'; -- Class B1 upgraded to 'AAA' from 'AA'; -- Class B2 upgraded to 'AA' from 'A'; -- Class B3 downgraded to 'CCC' from 'B'; and -- Class B4 remains at 'C'. CWMBS (IndyMac) 2000-H (RAST 2000-A8) mortgage pass-through certificates, series 2000-H: -- Class A affirmed at 'AAA'; -- Class B1 upgraded to 'AAA' from 'AA'; -- Class B2 upgraded to 'AA' from 'A'; and -- Class B3 affirmed at 'B'. These actions are taken due to the level of losses incurred and the high delinquencies in relation to the applicable credit support levels as of the July 25, 2004 distribution. The affirmations on certain classes reflect credit enhancement consistent with future loss expectations. DEVLIEG BULLARD: Court Okays Interim $3.25 Million DIP Financing ---------------------------------------------------------------- DeVlieg Bullard II, Inc., sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware to borrow up to $3.25 million under a DIP Financing arrangement. The money will be used to fund DeVlieg's working capital requirements while in chapter 11. The Court has determined that an immediate and critical need exists for the Debtor to obtain funds in order to continue its business in the ordinary course. Without the funds, the Debtor will not be able to pay its employees and other critical operating expenses. If the Debtor does not have immediate access to fresh working capital, the Company will be unable to make payments when due. That would trigger an abrupt cessation of the business, and cause irreparable harm to the estate. The Debtor submits that it has attempted, but has been unable to obtain, sufficient levels of unsecured credit allowable under Section 503(b)(1) and as an administrative expense under Section 364(a) or (b), (c)(1) and (c)(2) of the Bankruptcy Code. As of the Petition Date, the Debtor owed LaSalle Business Credit LLC a total of $19.6 million. The Prepetition Obligations were secured by valid, enforceable and properly perfected first priority liens on and security interests in the Prepetition Collateral. The Debtor adds that KPS Special Situations Fund LP also asserts secured claim but the financing it is seeking does not affect KPS' collateral. Both LaSalle Business and KPS consented to the interim financing through August 27, 2004. Under the Financing Agreement, the Lender has agreed to continue to provide loans, advances and over advances of up to $3.25 million in accordance with this Weekly Budget: 6-Aug 13-Aug 20-Aug ----- ------ ------ Receipts 177,369 33,302 0 Disbursements 5,000 12,073 4,500 Change in Cash 172,369 21,229 (4,500) 27-Aug 3-Sep 10-Sep ------ ----- ------ Receipts 0 25,000 56,157 Disbursements 28,023 53,268 12,873 Change in Cash (28,023) 71,732 43,284 17-Sep 24-Sep 1-Oct ------ ------ ----- Receipts 0 0 0 Disbursements 30,337 13,373 32,808 Change in Cash (30,337) 13,373 32,808 8-Oct 15-Oct ----- ------ Receipts 0 25,741 Disbursements 10,723 1,400 Change in Cash 10,723 24,341 The maximum revolving loan facility will be increased on a postpetition basis to $20.1 million. As adequate protection for any postpetition diminution in the value of the Lenders' interests in the prepetition collateral, the Lenders are granted a postpetition replacement lien against the Debtor's estate. As security for the postpetition claim, the Lender receive a valid, binding, enforceable and automatically perfected first priority lien and security interest. Headquartered in Machesney Park, Illinois, DeVlieg Bullard II, Inc. -- http://www.devliegbullard.com/-- provides a comprehensive portfolio of proprietary machine tools, aftermarket replacement parts, field service and premium workholding products. The Company filed for chapter 11 protection (Bankr. D. Del. Case No. 04-12097) on July 21, 2004. James E. Huggett, Esq., at Flaster Greenberg, represents the Company in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated debts and assets of more than $10 million. DUANE READE: Completed Go-Private Merger Transaction on July 30 --------------------------------------------------------------- On July 30, 2004, Duane Reade Inc. (NYSE: DRD) consummated its previously announced merger with an affiliate of Oak Hill Capital Partners, L.P., a private equity firm. The aggregate value of the merger transaction is approximately $700 million, including the repayment of indebtedness. As a result of the transaction, Duane Reade's shares will no longer be listed on the New York Stock Exchange, and Duane Reade will continue its operations as a privately held company. Each share of Duane Reade's common stock outstanding immediately prior to the merger was converted into the right to receive $16.50 per share, without interest, in cash. Oak Hill financed the acquisition out of their current $1.6 billion private equity fund, along with several co-investors. The funding also included third-party debt financings, including the issuance of 9.75% Senior Subordinated Notes due 2011 in a principal amount of $195 million, a new senior secured term loan facility in an aggregate amount of $155 million and the previously announced increase of Duane Reade's existing credit facility with Fleet Retail Group to $250 million that resulted in approximately $100 million of borrowing capacity to Duane Reade. The high-yield note offering and new debt facility were arranged by a group of financial institutions led by Banc of America Securities LLC, who also acted as financial advisor to Oak Hill. Bear Stearns & Co. Inc. served as the financial advisor to Duane Reade and Weil, Gotshal & Manges LLP served as legal counsel to the independent members of the board of directors of Duane Reade. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to Oak Hill. Founded in 1960, Duane Reade is the largest drug store chain in the metropolitan New York City area, offering a wide variety of prescription and over-the-counter drugs, health and beauty care items, cosmetics, hosiery, greeting cards, photo supplies and photo finishing. As of June 26, 2004, the company operated 247 stores. Duane Reade's Web site is at http://www.duanereade.com/ Oak Hill Capital Partners, L.P. is a private equity firm in which Robert M. Bass is the lead investor. The investment team at Oak Hill has invested in over 50 significant private equity transactions including American Savings Bank (Washington Mutual), Bell & Howell (Proquest), Wometco Cable Corporation, Williams Scotsman, Stage Stores and Oreck Corporation. Recent investments from their current $1.6 billion buyout fund include Align Technology, Progressive Moulded Products, TravelCenters of America, WideOpenWest, Blackboard and Caribbean Restaurants. Oak Hill Capital Partners, L.P. is one of several Oak Hill partnerships, each of which has a dedicated management team. In total, the Oak Hill partnerships comprise over $10 billion of investment capital across multiple asset classes, representing capital from leading entrepreneurs, endowments, foundations, corporations, pension funds, and global financial institutions. DUANE READE: Launches Cash Offer for 2.1478% Sr. Convert. Notes --------------------------------------------------------------- Duane Reade Inc. has commenced a cash tender offer to purchase any and all of its outstanding 2.1478% Senior Convertible Notes due 2022. Approximately $201 million of convertible debt securities are outstanding. The offer to purchase expires at 5:00 p.m., New York City time, on Friday, September 10, 2004. The outstanding principal amount at maturity of the Senior Convertible Notes is approximately $351 million. On July 30, 2004, Duane Reade consummated its merger with an affiliate of Oak Hill Capital Partners, L.P., a private equity firm. Under the terms of the indenture governing the Senior Convertible Notes, upon a change in control, Duane Reade must make an offer to repurchase the Senior Convertible Notes in accordance with the indenture. Duane Reade has offered to purchase the notes at a price, determined in accordance with the indenture governing the notes, of $572.76 per $1,000 principal amount at maturity, plus accrued and unpaid interest. U.S. Bank National Association is acting as paying agent in connection with the tender offer. Questions regarding the offer or procedures for tendering may be directed to U.S. Bank National Association at (800) 934-6802. This press release does not constitute an offer or a solicitation to purchase with respect to the Senior Convertible Notes. The offer is made solely by means of the Notice of Right to Require Repurchase of Notes, dated August 12, 2004 and the related Letter of Transmittal. Founded in 1960, Duane Reade is the largest drug store chain in the metropolitan New York City area, offering a wide variety of prescription and over-the-counter drugs, health and beauty care items, cosmetics, greeting cards, photo supplies and photofinishing. As of June 26, 2004, the Company operated 247 stores. Duane Reade's Web site is at http://www.duanereade.com/ ENERGY VISIONS: Pursues Restructuring & Requests TSXV Delisting --------------------------------------------------------------- As previously related in public announcements, Energy Visions Inc. (NASD: OTCBB: "EGYV" and TSXV: "EVI.S") intended to restructure EVI in a manner which would provide shareholders of EVI with shares of a successor company which would trade solely on the TSX Venture Exchange. Pursuant to this restructuring, it has requested the delisting of its shares on TSXV. EVI further announces that Energy Ventures Inc. (Canada), EVI's 100% owned Canadian operating subsidiary, intends to change its name to Energy Visions Canada Inc., and apply for a listing on TSXV. The total restructuring is subject to the approvals of both TSXV and the Ontario Securities Commission. The re-listing of EVC on TSXV is expected shortly. The purpose of the restructuring is to provide EVI's shareholders with a continued interest in EVI's existing battery and fuel cell business but substantially reduce EVI's administrative costs which at present include the heavy burden of maintaining public company status in both Canada and the United States. Once all the necessary approvals are received EVI will distribute shares of EVC to all current EVI shareholders on a one for one basis. The assets and liabilities of EVI will be conveyed to EVC, which will continue to operate under existing management. Once a distribution of the shares of the Canadian subsidiary to existing EVI shareholders is accomplished, and a reverse takeover of EVI is completed the shareholders of EVI will continue to own a pro-rata share of EVI's ongoing business. EVI will continue to be listed on OTCBB under a new name and new management. EVI shareholders will retain a significantly diluted position in that company along with their share of EVI's existing enterprise. "EVI's original OTC listing was predicated on NASDAQ becoming national in Canada," stated Mr. D. Wayne Hartford, EVI's CEO. "Since this did not happen, and our business has a Canadian focus, a TSXV listing alone will be quite sufficient for our future needs," said Mr. Hartford. "We believe the net result of the total restructuring will be very positive for all EVI present shareholders in both Canada and the U.S." EVI also reports that effective Thursday, August 12, in association with this process Dr. Phil Whiting, Mr. Chris Lundstrom and Mr. Anthony H. Mehta, have resigned from the EVI Board of Directors and have been appointed to the Board of EVC. Mr. Wiltse has been appointed Chief Financial Officer of EVI. About Energy Visions Inc. EVI develops and commercializes advanced battery and direct methanol fuel cell technologies and products. EVI possesses proprietary flowing electrolyte direct methanol fuel cell technologies that it has been developing for portable power systems. EVI also owns a major interest in Pure Energy Inc. whose subsidiary, Pure Energy Visions Inc., manufactures and markets rechargeable and single-use alkaline batteries globally. These products are sold under the "Pure Energy", XL(tm) and "Pure Power" labels and to private label customers worldwide. Pure Energy products can be purchased at several leading retailers including Wal-Mart, Radio Shack, London Drugs and Western Grocers. According to ACNielsen Canada in 2003 Pure Energy sold 51.2% of all consumer rechargeable batteries and 48% of all chargers sold in Canada at mass merchandisers (Wal-Mart and Zellers), Grocery Banners and Toys R Us. According to ACNielsen the number of consumer rechargeable batteries sold in Canada at these retail channels in 2003 grew by 28% over 2002 figures. At March 31, 2004, Energy Visions Inc.'s balance sheet showed a $2,500,390 stockholders' deficit, compared to a $2,884,061 deficit at September 30, 2003. ENRON: Subsidiary Plans to Sell Blytheville Property for $2.8 Mil. ------------------------------------------------------------------ EBF, LLC, an Enron Corporation debtor-subsidiary, purchased a cold-rolled steel mill facility near Blytheville, Arkansas in June 2001 from Huntco Steel Company for $17,000,000. Huntco continued to operate the Facility under an operations and maintenance agreement with EBF while EBF engaged in a variety of value-added services for hot-rolled and cold-rolled steel coils. On February 4, 2002, Huntco filed for bankruptcy protection, shut down the Facility and terminated all employees working at the Facility. On July 31, 2002, EBF commenced its Chapter 11 case and decided to sell the defunct Facility and the land on which the Facility is situated. Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New York, relates that the Facility consists of two steel pickling lines and cold-roll mill. After extensive marketing and pursuant to a Court order, virtually all of the steel processing equipment was sold to Chongqing Iron and Steel Company Limited for $7,800,000. All that remained to be sold was the Property, which is comprised of 172 acres of land and industrial buildings comprising 352,000 square feet of vacant space. The Marketing Efforts Mr. Sosland informs Judge Gonzalez that EBF has employed NAI/Saig Company as exclusive real estate agent for the marketing and sale of the Property. Saig, which is based in West Memphis, Arkansas, is an expert in the marketing and sale of real estate similar to the Property. Since its retention, Saig has assisted EBF in engaging in extensive marketing efforts to secure the best and highest bid for the Property. Saig has sent over 6,500 flyers targeted at the steel industry and heavy manufacturers. It has sent electronic mail to all members of the Society of Industrial and Office Realtors, Certified Commercial Industrial members, all of New America's offices worldwide, and has advertised the Property in the Memphis Business Journal. Through a comparison with comparable properties in the area, Saig advised EBF that the value of the Property was approximately $1,900,000. Furthermore, PricewaterhouseCoopers LLP, the Debtors' financial advisor, appraised the Property at a value between $2,500,000 and $3,700,000. As a result of these marketing efforts, EBF received two bids for the Property. EBF determined that the bid submitted by Marine Terminals of Arkansas, Inc., was the highest and best offer for the Property. The Purchase Agreement After extensive negotiations, on June 18, 2004, EBF and Marine Terminals entered into the Purchase and Sale Agreement. The salient provisions of the Purchase Agreement are: A. Purchase Price The purchase price for the Property is $2,800,000. B. Payment Payment of the Purchase Price is to be made as: (a) Marine Terminals has made an initial earnest money deposit of $280,000, which is equal to 10% of the Purchase Price, by bank or unendorsed certified check to the order of the Title Company, or by wire transfer of immediately available Federal funds credited to the account of the Title Company. The Deposit is being held in escrow by the Title Company in a segregated interest- bearing account at a mutually acceptable banking institution. Any interest earned on the Deposit will be considered as part of the Deposit. Except as otherwise provided in the Purchase Agreement, the Deposit will be applied to the Purchase Price at Closing; and (b) At the Closing, Marine Terminals will pay EBF the balance of the Purchase Price and the Title Company will pay EBF the Deposit, which collectively will be subject to adjustments as provided in the Purchase Agreement, to the Account. C. Auction Process The auction process will be governed by the Bidding Procedures Order. D. Property Acquired All of EBF's right, title and interest in and to the Land and the improvements thereon, together with the rights, easements and appurtenances. The Property is being sold in an "as is" "where is" condition and "with all faults" as of June 18, 2004, and as of the Closing Date. E. Bankruptcy Matters Marine Terminals and Enron North American Corp. have entered into a separate Inspection Agreement, dated March 8, 2004, as amended. Promptly after final determination in accordance with the Inspection Agreement of the Remedial Action and Cost of Remediation, provided that the Cost of Remediation is less than $500,000 or EBF has elected in writing to contribute all but $250,000 of the Cost of Remediation, EBF will file with the U.S. Bankruptcy Court for the Southern District of New York one or more motions which, collectively, seek the entry of a Bidding Procedures Order. The Parties will use commercially reasonable efforts to cooperate, assist and consult with each other to secure the entry of a Bidding Procedures Order following the execution date, and to consummate the transactions contemplated by the Purchase Agreement. Marine Terminals will not, without the prior written consent of EBF, file, join in, or otherwise support in any manner whatsoever, any motion or other pleading relating to the sale of the Property other than those motions or pleadings filed by EBF. If the Bankruptcy Court fails to issue a Bidding Procedures Order or a Sale Order, EBF will &n