SHERMAN OAKS, Calif., Aug. 31, 1995 -- href="chap11.hf.html">House of Fabrics,
Inc. (NYSE: HF) announced today that, in accordance with the
deadline agreed upon as part of its debtor-in-possession financing
agreement, it has filed its plan of reorganization with the
Bankruptcy Court. The Company stated that the plan is subject to
continuing negotiations with its creditor and equity holder groups
and will likely be revised before finally being presented to the
Bankruptcy Court for approval.
Gary Larkins, House of Fabrics president and chief executive
officer, said, "While this plan does not have the agreement of all
of our creditor and shareholder groups, I am optimistic that we can
negotiate the final points over the course of the next few weeks,
and that an amended plan that has the support of all creditor and
shareholder groups can be filed shortly."
Mr. Larkins said that the company felt "it was important to file
our plan on a timely basis so that we are in a position to
successfully emerge from Chapter 11 this fiscal year, which ends
January 31, 1996."
Mr. Larkins said that the plan that was filed today provides
liquidity for the company to operate its business and purchase
necessary inventory. "The plan demonstrates the long-term viability
of the company and establishes its strength to emerge from Chapter
11," said Mr. Larkins. "Whether or not we reach consensus on an
amended plan, I am confident that we will be able to emerge from
Chapter 11 as a strong, stable competitor, and that we will have the
continued support of our vendors going forward."
Under the terms of the plan, the company would convert
approximately $120 million in short-term loans from the 11-member
bank group (led by Bank of America as agent) to a 10-year term
obligation. In addition, the plan provides that unsecured creditors
would receive 98 percent of the common stock initially issued by the
reorganized company in satisfaction of their claims, subject to
future dilution from warrants and options. The current shareholders
would receive two percent (2%) of the common stock of the
reorganized company, as well as warrants to purchase an additional
eight percent (8%) of the reorganized company's common stock on a
fully diluted basis. The company cautioned, however, that many
aspects of the plan are still subject to continuing negotiations
with the various creditor and shareholder groups, and that many
provisions of the plan may change.
House of Fabrics operates 364 continuing company-owned House of
Fabrics, Sofro Fabrics, Farbricland and Fabric King retail fabric
and craft stores in 34 states and employs approximately 8,600
people. The Company and its subsidiaries filed to restructure under
Chapter 11 on November 2, 1994.
/CONTACT: Sandra Sternberg or Rivian Bell of Sitrick and Company,
310-788-2850/
HARRISBURG, Pa., Aug. 31, 1995 -- AMP
Incorporated's M/A-
COM (NYSE: AMP) subsidiary today announced its purchase of the
Gallium Arsenide (GaAs) wafer fabrication assets at href="chap11.cray.html">Cray Computer in
Colorado Springs, CO.
M/A-COM is a leading manufacturer of semiconductors, components
and subsystems for wireless communications, defense and other
applications using radio frequency (RF) and microwave technology.
The Colorado Springs operation will give the company a second GaAs
integrated circuit (IC) facility to meet the market demand for the
company's switches and related products used in cellular phones and
many other wireless applications.
"The Colorado facility will allow M/A-COM to provide the world's
first dual sourcing for Gallium Arsenide ICs, supporting our
customers' needs for increased volumes and reduced risk of supply
interruption," said Richard Clark, M/A-COM CEO and president.
Clark explained that many of the newer integrated circuits used
in cellular telephones are fabricated using Gallium Arsenide rather
than silicon. The electrical properties of GaAs allow it to better
met the speed and power efficiency requirements of today's wireless
phones.
Earlier this year, Cray Computer filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. The 40,000-square-foot
Colorado Springs facility has been closed since March 1995. M/A-COM
plans to lease the building that houses the GaAs foundry.
AMP Incorporated is the world's leading supplier of electrical
and electronic connectors and interconnection systems, serving
customers around the world in a range of markets including
aerospace, automotive, computers, consumer goods and
telecommunications. AMP employs more than 36,000 people in 38
countries and recorded sales of $4.03 billion in 1994. AMP common
stock is traded on the New York Stock Exchange under the symbol
"AMP."
/CONTACT: Greg Hafer, media relations of AMP, 717-780-7385/
COLORADO SPRINGS, Colo., August 31, 1995 -- U.S.
semiconductor maker Ramtron
International Corporation (NASDAQ:RMTR)
reported today that the bankruptcy estate of Oren L. Benton has
received court approval to restructure the Company's debt per an
agreement announced August 2, 1995.
As described in that announcement, Ramtron will issue
approximately 7.9 million shares of common stock and retire $24.3
million of its debt. An additional $2.7 million of Benton debt may
be converted under the same terms. Outstanding warrants with the
National Electrical Benefit Fund (NEBF) and Mr. Benton to purchase a
total of 5.9 million common shares, will be adjusted to an exercise
price of $4.15 per share, with a new common five-year term.
Additionally, warrants for 1.1 million shares of common stock will
be issued to BEA Associates, Inc. (BEA) under similar terms and then
transferred to the Benton bankruptcy estate. All Ramtron employee
options will also be adjusted to the new warrant exercise price of
$4.15.
In addition to the debt restructuring, the NEBF has agreed to
provide a $12.0 million credit facility secured by Ramtron's assets.
The final $4.5 million of the credit facility is contingent upon
certain performance criteria to be met by Ramtron. An existing $3
million credit facility, established by the NEBF in March 1995, will
be included in the new credit arrangement. No payment obligations
under this credit facility will commence until June 30, 1998.
To induce Benton's Creditors' Committee to withdraw its
objection to the restructuring agreement, a portion of the value
allocatable to the new investor, BEA, was reallocated to the Benton
bankruptcy estate through warrants and call options. However, no
changes in the agreement were made affecting the terms of the
securities to be issued by Ramtron or the value of the transaction
to Ramtron.
Ramtron International Corporation is a leading developer and
supplier of specialty memories including proprietary FRAM(R)
products that retain information without power and ultra-high
performance EDRAMs. Ramtron holds 55 foreign and U.S. patents
covering its proprietary technologies and products, and has more
than 74 additional patents filed.
For more information about Ramtron and its products, contact:
Communications Department, Ramtron International Corporation, 1850
Ramtron Drive, Colorado Springs, Colorado, USA, 80921. Telephone is
800-545-FRAM; fax is 719-488-9095; E-mail address is
info@ramtron.com. Homepage
is href="http://www.csn.net/ramtron.
" target=_new>http://www.csn.net/ramtron">http://www.csn.net/ramtron.
Note to Editors: FRAM is a registered trademark of Ramtron
International Corporation.
CONTACT: Ramtron International Corporation,
Lee A. Brown, 719/481-7000
ATLANTA, Georgia -- August 31, 1995 -- href="chap11.hayes.html">Hayes Microcomputer Products,
Inc. reached agreement with the Official Committee of Creditors
Holding Unsecured Claims that provides Hayes a short extension of
time to complete arrangements for funding of its Plan of
Reorganization. The Committee and Hayes are cooperating fully to
assure the continued turnaround of the company and in moving forward
in the shortest possible time to acquire the funding necessary to
pay the creditors in full with interest.
Under the agreement, the Committee and Hayes will have the
opportunity to seek alternative funding of Hayes Plan of
Reorganization. The parties have agreed that the Committee will be
permitted to engage an investment banker immediately to seek
alternative funding while the company continues its activities.
"Since the settlement of the Rockwell litigation, there has been
tremendous interest in investing in Hayes," said Dennis C. Hayes,
Chairman. "We already have commitments for a substantial portion of
the funding and fully expect that we will be successful."
The agreement sets a goal for Hayes to obtain $15 million by
October 2, 1995 and all funding by October 16, 1995. If the funding
is not obtained, Hayes and the Committee have agreed that a mutually
acceptable fiduciary manager may be appointed to oversee the
management of the company. Dennis Hayes would continue his efforts
to secure funding. Hayes intends to request a corresponding
extension of the confirmation hearing from the Bankruptcy Court.
The charge to the fiduciary manager would be to continue the
improving operations of the business and the company's turnaround
plan without any disruption of the business. Hayes does not
anticipate that it will be necessary for the fiduciary manager to be
appointed. However, should this happen, Hayes business operations
will be unaffected. Dennis Hayes will remain as Chairman of the
Board and be available to assist at the discretion of the fiduciary
manager.
Bill Young, Chief Financial Officer of Hayes, stated: "While we
differ on which funding strategy will accomplish the payment of
creditors in the shortest possible time, we are pleased that there
is full agreement that the successful business operations will
continue without interruption."
Best known as the leader in microcomputer modems, Hayes
develops, supplies and supports computer communications equipment
and software for personal computers and computer communications
networks. The company distributes its products through a global
network of authorized distributors, dealers, mass merchants, VARs,
system integrators and original equipment manufacturers.
/CONTACT: Andrew W. Dod, Director of Corporate Communications of
Hayes Microcomputer Products, Inc., 404-840-9200, or facsimile,
404-441-1238, or Internet, adodhayes.com/
NEW YORK, New York, September 1, 1995 -- A
group of highly
experienced corporate finance specialists and financial advisers
announced today they have formed KPMG BayMark LLC, an investment
bank and turnaround management firm.
Formed in February, KPMG BayMark has an investment banking
group, KPMG BayMark Capital LLC and a turnaround management group,
KPMG BayMark Strategies LLC.
KPMG BayMark Capital provides financial advisory and capital-
raising services and helps complete transactions. It will serve as
a broker/dealer but has no plans to underwrite securities offerings.
KPMG BayMark Capital's chief executive officer is David Maughan,
who has over 20 years of Wall Street experience, including recently
serving as a managing director and head of the Financial
Institutions Group at Kidder, Peabody & Co. Previously, Maughan was
at Drexel Burnham Lambert and Morgan Stanley & Co.
"KPMG BayMark Capital provides value-added financial advisory
and capital-raising services to middle-market companies and executes
midsize transactions for larger companies," said Maughan. "We
integrate strategic advice with transaction execution, to ensure
that doing a deal never takes precedence over our client's best long-
term interests."
KPMG BayMark Strategies serves companies in transition, such as
those in financial distress. Its services include turnaround
consulting, financial restructuring, bankruptcy services and post-
acquisition integration services. It provides hands-on management,
formulates business plans and helps obtain new financing. KPMG
BayMark Strategies can take equity positions in clients.
KPMG BayMark Strategies' principals are Daniel Armel, previously
a regional partner-in-charge of business reorganization services at
a Big Six accounting firm and head of a loan workout team at Morgan
Guaranty Trust Co. He is president of the href="discussion.html#AIA">Association of Insolvency
Accountants and served on troubled companies steering
committees and
Chapter 11 creditors committees. Another principal is Edward Olson,
who has 30 years of operational expertise, including 15 years of
corporate turnaround consulting. He previously was president of his
own consulting group. Olson established a holding company and
served as a senior executive manager for companies, providing
guidance after leveraged buy-outs and the successful workout of
troubled situations.
"Our approach to serving companies in transition is to focus on
enhancing business value by delivering on short-term needs in time-
critical situations, while building longer-term solutions," Armel
noted. "We are positioned to help with the process, if a company
has management in place, or to take management's role ourselves, to
implement full-fledged turnarounds.
KPMG BayMark, a new independent firm, has entered into a
strategic alliance with KPMG Peat Marwick LLP. Securities Data Co.
rated KPMG among the top two advisers on mergers and acquisitions
worldwide for the first six months of 1995. The ranking was based
on number of deals. KPMG has licensed use of its name to KPMG
BayMark.
The firm's overall strategy is to provide comprehensive
solutions to its clients by combining the flexibility of a boutique
firm with the resources of a national professional services
organization.
KPMG BayMark LLC is an independent firm in strategic alliance
with KPMG Peat Marwick LLP. It consists of two subsidiaries: KPMG
BayMark Capital LLC and KPMG BayMark Strategies LLC. Through
offices in New York, Los Angeles, Washington, D.C. and Charlotte,
NC, KPMG BayMark provides investment banking services and offers
turnaround services for companies in transition.
CONTACT: Andy Katell,
Fleishman-Hillard,
212-265-9150
or
David Maughan,
KPMG BayMark,
212-355-8200
EL PASO, Texas -- September 1, 1995 -- On Aug. 30,
1995, the Public Utility Commission of Texas (PUCT) issued an order
in El Paso Electric Company's rate
case -- Docket No. 12700.
The order, which is intended to become effective when the
company emerges from bankruptcy, includes approval of the
stipulation and settlement agreement between the company, the City
of El Paso and other parties to Docket 12700. The stipulation
addresses the regulation and supervision of the business of the
company consistent with the jurisdiction granted to the Commission
by the Public Utility Regulatory Act.
The order grants the company a $24.9 million annual base rate
increase that was put into effect under bond in July 1994. The
stipulation and order provides stable rates for the company during a
10 year period beginning Aug. 3, 1995. The Commission found that
the 10 year rate freeze is in the public interest and results in
just and reasonable rates.
In addition to the company and City of El Paso, other
signatories to the stipulation included the Commission General
Counsel, the Office of Public Utility Counsel, the State of Texas,
ASARCO, Phelps-Dodge, Border Steel Rolling Mills, Inc., the
Department of Defense and the International Brotherhood of
Electrical Workers (IBEW).
The Commission's order also settles all issues regarding Unit 3
of the Palo Verde Nuclear Generating Station and allows the
company's to recover all the prudent construction costs and some of
the deferred operating costs of Unit 3; deems Unit 3 100 percent
used and useful; deems the reacquisition of the previously leased
portions of the Palo Verde assets to be in the public interest;
disallows the recovery of bankruptcy reorganization costs from Texas
retail customers; and requires that margins from wheeling and off-
system sales revenues from wholesale customers be allocated during
the first five years of the rate freeze, 75 percent to the company
and 25 percent to customers, and shared 50-50 during the second five
years of the freeze period.
With the issuance of this order, important regulatory issues
have been resolved subject to a plan of reorganization becoming
effective in the company's Chapter 11 proceeding.
EPE filed a voluntary petition under Chapter 11 of the United
States Bankruptcy Code on Jan. 8, 1992. El Paso Electric is an
electric utility serving approximately 270,000 customers in El Paso,
Texas, and an area of the Rio Grande Valley in West Texas and
Southern New Mexico, and wholesale customers located in such diverse
locations as Southern California and Mexico.
CONTACT: El Paso Electric Company, El Paso,
Henry Quintana Jr., 915/543-5824
WASHINGTON, September 1, 1995 -- href="chap11.markair.html">MarkAir, under an agreement
with the Department of Transportation, will broaden its offer to
issue tickets to consumers holding Alaskan Permanent Fund vouchers.
The Anchorage-based carrier had redeemed the vouchers only for
MarkAir Express flights within Alaska since it filed for Chapter 11
bankruptcy protection on April 14.
Under the agreement, individuals who purchased vouchers under
the program for personal, family or household use may convert them
for tickets good for travel on routes MarkAir flies in the lower 48
states. MarkAir can impose reasonable capacity controls, limiting
the number of such tickets which can be used for flights in
individual markets. All travel based on the converted tickets must
be completed by Sept. 15, 1996.
Residents of Alaska have received Permanent Fund Certificates,
worth about $950 annually, as a share of the state's oil revenues.
Prior to its bankruptcy filing, MarkAir offered vouchers good for
five roundtrip tickets for travel on its flights to anyone who gave
his or her certificate to the carrier. At the time of its Chapter
11 filing, MarkAir announced that the vouchers would be redeemed
only for travel in Alaska.
The department negotiated this agreement with MarkAir as part of
its continuing review of the carrier's fitness and its mandate to
protect air travel consumers.
For further information on conversion of the certificates,
consumers may call MarkAir at 907-243-1414.
An electronic version of this document can be obtained via the
World Wide Web at:
" target=_new>http://www.dot.gov/affairs/index.htm">
http://www.dot.gov/affairs/index.htm
/CONTACT: Bill Adams of the U.S. Department of Transportation,
202-366-5580/
TULSA, Oklahoma, September 1, 1995 -- href="chap11.proactive.html">Proactive Technologies,
Inc. (Nasdaq: PTEK) today announced that it has voluntarily filed
for protection under Chapter 11 of the United States Bankruptcy Code
with the United States Bankruptcy Court for the Northern District of
Oklahoma. Its two wholly-owned subsidiaries, Proactive Solutions,
Inc., and Keystone Laboratories, Inc., have joined the corporation
in this filing.
In conjunction with the Chapter 11 filing, the corporation filed
suit against Joel C. Holt, a director, Ira Rimer, a shareholder, and
G. David Gordon, Esq., and the Oklahoma law firm of Klenda, Gordon &
Getchell, P.C., the corporation's attorneys. The corporation is
alleging various incidents of breach of fiduciary duty to the
corporation, conflicts of interest, mismanagement and fraud.
The common stock of Proactive Technologies, Inc., is traded in
the over-the-counter bulletin board market. The Nasdaq symbol for
the common stock is PTEK.
/CONTACT: William S. Davis, 918-497-2359, president and chairman of
the board of Proactive Technologies/