MIAMI, Florida -- Sept. 27, 1995 -- href="chap11.newvalley.html">New Valley Corporation (OTC
Bulletin Board: NVLY) announced today that the Nasdaq Hearing Review
Committee affirmed the Nasdaq Listing Qualifications Committee's
denial of New Valley's application to list its equity securities on
the Nasdaq National Market because it was unable to satisfy certain
listing standards.
During the first quarter of fiscal 1995, New Valley emerged from
bankruptcy reorganization proceedings and in connection with its
Plan of Reorganization, agreed to exercise best efforts to list its
equity securities. New Valley's equity securities are currently
traded on the OTC Bulletin Board under the symbols NVLY, NVLYA and
NVLYB.
/CONTACT: George Sard or Anna Cordasco of Sard Verbinnen & Co.,
212-687-8080/
VANCOUVER, B.C., Sept. 27, 1995 -- CVD Financial
Corporation (OTC Bulletin Board: CVDF) announced today the terms of
its exchange offer to holders of its Variable Rate Bonds.
The exchange offer is being made as part of a recapitalization
of and change in business purpose of the Company. The Company
currently has outstanding approximately $42.3 million in principal
amount of its Variable Rate Bonds due 2008.
Business Plan
The Company was formed in June 1993 to make asset based
commercial loans. CVD Financial's new management team has developed
a business plan which emphasized financial services and merchant
banking activities, including acquiring controlling interests in
operating companies. To implement the new plan, as discussed above,
existing shareholders and holders of the Variable Rate Bonds must
remove current restrictions on the Company's allowable business
purposes. Under its new plan, it is likely that the Company will
originate few, if any, asset based commercial loans.
Variable Rate Bonds
The Company was late in making its most recent semi-annual
Variable Rate Bond interest payment. In addition, as previously
announced, the Company has failed to satisfy the net worth ratio
requirement contained in the Variable Rate Bond Indenture. As a
result, the trustee, in certain circumstances, may declare an event
of default, which if not cured, could result in the Bonds being
called. To date, the trustee has not declared an event of default.
However, should the failure to satisfy the debt covenant remain
ongoing, there is a significant risk that the Company will be unable
to obtain the additional capital or liquidity necessary to retire
the Bonds should the pending default not be cured and the Bonds are
called. The proposed exchange offer and stock sale would cure the
existing covenant violation.
Upon completion of the exchange offer and the stock sale, the
relative ownership of the Company and the book value per share based
upon 75% and 100% acceptance by the holders of the Variable Rate
Bonds would be as follows on a primary basis:
75% 100%
Acceptance Acceptance
Holders of Variable Rate Bonds 59% 66%
Ballinger Corporation 34% 28%
Existing shareholders other than
Ballinger Corporation 7% 6%
100% 100%
Book value per share $1.50 $1.59
(as of June 30, 1995, prior to
share consolidation)
Upon completion of the exchange offer, it is the Company's
intention to seek a listing on the Nasdaq National Market System for
its common shares. It is not the Company's intention to seek a
listing for the Variable Rate Bonds.
It is the company's intention to mail the exchange offer to
bondholders on or before October 31, 1995, to hold its annual
general meeting of shareholders on December 15, 1995, and to close
the exchange offer by December 19, 1995. The Company has received
indications of support for the offering from holders of a
substantial amount of the outstanding bonds.
Should the exchange offer not be successful and the Bonds are
ultimately called, the Company would have to pursue all available
options, including attempting to raise additional capital, a merger,
a sale of assets, and the possibility of reorganizing under federal
bankruptcy laws.
/CONTACT: Rene Randall of CVD Financial Corporation,
604-683-5312/
SAN DIEGO, California -- Sept. 27, 1995 --
Triton Group Ltd. (AMEX: TGL)
today announced that it has reached agreement to sell Western Metal
Lath to Marubeni America Corporation in a transaction valued at
approximately $11 million. The sale, which is subject to completion
of the purchaser's due diligence and regulatory approval, is
expected to close by early November 1995. Triton will receive $3
million for its interest in the company.
Commenting on the agreement, John Stiska, Triton's CEO, stated,
"We are pleased to announce this sale transaction which is both
consistent with our value-recognition strategy and provides Western
Metal with an ideal strategic owner. Under the leadership of Don
Moody, its president, Western has positioned itself to better serve
its core metal construction products customers and to lead the
development of the residential steel framing business. We believe
that Marubeni can and will provide the resources and expertise to
fully realize Western Metal's opportunities."
Triton also announced that it expects to receive by the end of
October the first and largest distribution with respect to its claim
in the Liquor Barn bankruptcy proceedings. Triton reported earlier
that it had resolved certain disputes with the creditors committee
and expects to receive approximately $3 million cash for its claim.
In addition to Western Metal, Triton also owns 25.4% of The
Actava Group Inc. (NYSE: ACT) and 49.4% of Mission West Properties
(AMEX: MSW).
/CONTACT: Michael M. Earley, president and COO, or Mark G. Foletta,
senior VP and CFO, of Triton, 619-231-1818/