NEW YORK--Dec. 30, 1994--The Unsecured Creditors Committee and the
Equity Committee have agreed in principle to a Plan of Reorganization for
Merry-Go-Round Enterprises, Inc. (NYSE: MGR).
The agreement in principle
is supported by a number of the company's major creditors, including
Fidelity Investments.
The terms of the agreement in principle include,
among other things, assuming $225 million of Allowed Unsecured Claims,
Merry-Go-Round would distribute to its unsecured creditors up to $130
million in a combination of cash and market rate debt securities plus 75%
of the stock of the reorganized company. The remaining 25% would be
issued to the present stockholders. If allowed unsecured claims should
exceed $225 million, the stock issued to present stockholders would be
reduced by 1% for each $5,333,333 of excess, down to a floor of 10% and
there will be issued to the present stockholders for each 1% reduction in
stock, warrants to buy 1% of the stock for $2.0 million for 3 years. In
addition, for each $1 million by which the cash distributed to the
creditors exceeds $30 million, the present stockholders will receive
warrants to purchase 0.25% of the Equity, up to a total of warrants to
purchase 5% of the stock. These warrants shall be exercisable for 3
years at a price of $1.6 million per 1%. Additional terms of this
agreement include the joint agreement by principal plan proponents on
making a best effort attempt to file a Plan of Reorganization by February
15, 1995. Implementation of the plan is dependent upon a number of
items including obtaining adequate exit financing and confirmation by the
Bankruptcy Court.
According to Wilbur L. Ross, Jr., Senior Managing Director of
Rothschild Inc., financial advisor to the Equity Committee, "This
agreement will result in a prompt reorganization of Merry-Go-Round and
will facilitate the permanent restructuring of the company. Merry-Go-
Round is now positioned for a return to prosperity."
Dominic DiNapoli of href="dir.firm.price.waterhouse.html">Price Waterhouse LLP, financial
advisor to
the Creditors' Committee said, "Many creditors have worked hard to bring
about this outcome. We believe that reaching this agreement in principle
is a very positive step toward reorganizing this company."
CONTACT: Wilbur L. Ross, Jr. of Rothschild Inc. 212-403-3581
WALTHAM, Mass. -- Dec. 30, 1994 -- Kendall Square Research
Corp. (KSRCC) today announced that it has filed a petition in Boston for
protection under Chapter 11 of the United States Bankruptcy Code.
The company previously announced the possibility of a filing for protection
from its creditors. Zachary Shipley, the company's chief executive officer,
stated, "The filing under Chapter 11 is unfortunate, but unavoidable as a
necessary step to maximize the value of the company's assets."
In addition, Kendall Square announced that William I. Koch, the company's
largest shareholder, resigned as Chairman of the Board of Directors and as a
director.
CONTACT: Kendall Square Research Corp.
Dennis Byron, 617/895-9400
LOS ANGELES, Dec. 30, 1994 -- Angeles Mortgage Investment Trust
(AMEX: ANM) today announced that the bankruptcy court having jurisdiction over
the Angeles Corp. bankruptcy proceeding has approved the adequacy of
information contained in the Angeles Corp. Disclosure Statement (the
"Statement") which describes the Plan of Reorganization (the "Plan") and is to
be sent to Angeles Corp. claimants along with the Plan. The Statement and
Plan were prepared jointly by Angeles Corp. and the Committee of Creditors
Holding Unsecured Claims. If Angeles Corp. claimants approve the Plan, ANM
will receive upon the effective date of the Plan (expected to occur in March
1995) the following:
ANM has adopted stock option plans for its trustees and management. The
stock option plans provide for a total of 250,000 shares (or 7.4 percent of
the current outstanding Class A Shares) to be available for grants with 85,000
shares granted to date. Shareholders of ANM will be asked to vote on these
plans at the Trust's next annual shareholders' meeting which is expected to
occur, if the bankruptcy court approves the Angeles Corp.'s Plan of
Reorganization, immediately after such approval.
CONTACT: Ann Merguerian of Angeles Mortgage Investment Trust,
310-772-0147
LOS ANGELES, Dec. 29, 1994 -- Thrifty Tel Inc. (OTC Bulletin Board:
THRF) a long distance service company, filed a petition for reorganization
under Chapter 11 of the Bankruptcy Code on Dec. 27, 1994. The company, as
debtor in possession, will continue to operate the company's business under
its current management.
As previously reported, under the direction of its previous president, the
company experienced losses in recent periods and severe cash flow
difficulties. The company's accounts receivable, and therefore its cash
receipts, were pledged to a factoring company in June, 1994. When the
company, under the direction of its previous president, defaulted under the
factoring agreement in August, 1994, the factoring company directed
substantially all of the company's available cash flow to reduction of the
debt owed to the factoring company, leaving the company with little ability to
pay its other creditors. Following the removal of William Kettle as president
in August, 1994, the company's current management has dramatically reduced the
company's expense level. The factoring company has been the principal
beneficiary of these expense reductions. Following the factoring company's
threat to foreclose on the company's remaining cash, protection was necessary
in order to satisfy all of the company's creditors in an orderly manner and
maintain business operations.
As reported in the company's most recent Form 10-KSB, following the removal
of William Kettle as president in August, 1994, management discovered that
federal excise tax and certain state taxes which the company is obligated to
collect from its customers were not paid over to the relevant taxing
authorities. The company anticipates that a successful reorganization will
require the agreement of the taxing authorities to accept substantially less
than the maximum taxes, penalties and interest which could be assessed against
the company. Management is of the opinion that an offer in compromise can be
reached with the taxing authorities to settle the entire excise tax
liability.
The company has previously reported an agreement in principle with the
Licklider Group for a potential equity investment in the company by such
group. The terms of a definitive agreement for such investment were never
reached and negotiations towards such a definitive agreement are not in
progress. The proposed terms of the potential investment changed
substantially during the course of negotiations. The final proposal from the
Licklider Group would have required the company filing for Chapter 11
reorganization and giving effective control to the Licklider Group without an
unconditional commitment to make the equity investment. Management was of the
opinion that such terms were not in the best interest of the
shareholders.
Thrifty Tel Inc. is a long distance telephone service company headquartered
in Garden Grove, Calif. with additional sales and marketing facilities in Los
Angeles, Orange, San Bernardino, Riverside and San Diego counties. The
company provides domestic and international long distance telephone service to
commercial and residential subscribers throughout Southern California and is
certified by the California Public Utilities Commission.
CONTACT: Kay F. Badillo of Thrifty Tel, 714-740-2880