WAYNE, N.J.--Nov. 17, 1995--The Grand
Union
Company, a regional retail food company, announced that sales for
the 12 weeks ended October 14, 1995, totaled $523.7 million,
compared with sales of $556.7 million for the 12 weeks ended October
15, 1994.
Operating Cash Flow (EBITDA) was $33.0 million, or 6.3% of
sales, for the 12 weeks ended October 14, 1995, compared to EBITDA
of $38.7 million, or 7.0% of sales, for the 12 weeks ended October
15, 1994.
Sales for the 28 weeks ended October 14, 1995 totaled $1,244.3
million compared with $1,304.4 million for the 28 weeks ended
October 15, 1994. EBITDA for the 28 weeks ended October 14, 1995
was $77.3 million compared with $98.9 million for the 28 weeks ended
October 15, 1994.
The sales decline for both the 12 and 28 weeks ended October 14,
1995, compared with the same periods of the prior year, principally
resulted from the sale or closure of 24 stores last year which were
not replaced and same store sales declines, offset by sales from
incremental new stores.
Same store sales declined 2.8% and 1.1% for the 12 and 28 week
periods ended October 14, 1995. Same store sales comparisons were
negatively influenced by (a) strong promotional programs during last
year's second quarter and (b) the anniversary of three replacement
stores early in this year's second quarter which diminished the
incremental benefit previously experienced for those stores. Same
store sales were positively influenced by the Northern Region
marketing program, which includes both lower everyday prices and
stronger sales promotion programs, begun on a limited basis last
year and fully implemented on May 1, 1995. Additionally, this
year's 28 week period was favorably influenced by the timing of the
pre-Easter holiday shopping period which was included in this year's
first quarter but not in last year's first quarter.
EBITDA (defined as earnings before LIFO provision, depreciation
and amortization, amortization of excess reorganization value,
reorganization items, charges relating to voluntary resignation
incentive program, interest expense, income taxes and extraordinary
gain on debt discharge) for the 12 weeks ended October 14, 1995 was
affected on an overall dollar basis by the reduced sales level.
EBITDA, as a percentage of sales, was negatively impacted by (a)
reduced margins and increased advertising costs associated with the
previously mentioned Northern Region marketing program and (b)
increased store labor. EBITDA, as a percentage of sales, was
positively impacted by savings generated by the conversion of a
distribution of Northern Region merchandise from a Company operated
warehouse to a wholesaler. In addition, the Company, which emerged
from bankruptcy on June 15, 1995, was affected during the 28 weeks
ended October 14, 1995 by bankruptcy related items including its
inability to be fully invested in forward buy inventory throughout
most of last year's fourth quarter which negatively impacted gross
profit in the first quarter, lower vendor promotional allowances in
the early part of the first quarter and by gains on sales of stores
in the first quarter of $3.6 million compared to gains of $1.8
million last year.
The Company reported a net loss of $30.1 million for the 12
weeks ended October 14, 1995 ($3.01 per share). The Company's loss
for the period before amortization of excess reorganization value
was $5.4 million or $.54 per share. The Company reported net income
of $785.9 million for the 28 weeks ended October 14, 1995, which
included an extraordinary gain on debt discharge of $854.8 million,
amortization of excess reorganization value of $34.8 million and
reorganization expenses of $18.6 million.
Joseph J. McCaig, President and Chief Executive Officer, said,
"During the second quarter we began to realize the benefits of
converting the distribution of product in the Northern Region from
our Waterford, N.Y. distribution center to C&S Wholesale Grocers,
Inc., of Brattleboro, Vt. which helped to offset the cost of our
Northern Region marketing program in the second quarter. During the
second quarter we also terminated our joint health and beauty care
and general merchandise buying arrangements with the Penn Traffic
Company. Additionally, the company completed `special voluntary
resignation incentive' programs in both of its operating regions
which had limited effect on store labor costs in the second quarter,
but will moderate store labor costs over the remainder of the year."
Roger E. Stangeland, Chairman of the Company's Board of
Directors, noted that the Company has taken steps to reduce costs
and be more competitive. Stangeland said that the Company will
continue to identify areas in which it can take steps to enhance its
competitive position and long-term profitability.
McCaig said, "After two quarters of results, it appears that our
EBITDA will fall short of our original projection. Sales
improvement strategies are being implemented on a market by market
basis and additional cost control initiatives are planned in the
third and fourth quarters to improve operating results." McCaig
went on to say, "One area of cost reduction and efficiency currently
under review is the distribution of merchandise for the Company's
New York Region stores. We are currently considering several
alternative product supply arrangements, including a proposal from
C&S Wholesale Grocers, Inc., who began supplying product to our
Northern Region stores this summer. We are also discussing
alternative operating methods and cost considerations with the
unions who represent our New York Region warehouse and trucking
employees."
McCaig said the Company recently opened replacement stores in
Morrisville, Vt. and Valatie, N.Y., and will shortly open a new
store in Tannersville, N.Y. and complete store enlargements in
Darien, Conn., West Islip, N.Y. and Lake Placid, N.Y. The Company
expects capital spending this year to be $45 to $50 million,
including capitalized leases other than real estate leases.
As previously announced, Grand Union emerged from bankruptcy on
June 15, 1995. The implementation of the company's plan of
reorganization resulted in the reduction of Grand Union's debt and
unpaid interest by approximately $1 billion, significantly reducing
Grand Union's ongoing interest expense. As of June 15, 1995, the
company adopted "fresh start" reporting in accordance with American
Institute of Certified Public Accounts Statement of Position 90-7,
"Financial Reporting by Entities in Reorganization under the
Bankruptcy Code." Adoption of fresh-start reporting resulted in an
adjustment of the basis of assets, liabilities and equity to their
respective fair values. Under fresh-start reporting, the company is
required to separate the results of its pre-emergence operations
from its post-emergence operations. Accordingly, pre-emergence
periods are not comparable with post-emergence periods. The company
has combined the pre-emergence and post emergence operations for
press release purposes and, because of the lack of comparability of
net earnings, the company has chosen to discuss Sales and EBITDA
since these measures are generally unaffected by the restructuring.
Grand Union currently operates 230 retail food stores in six
Northeastern states. Its common stock is traded under the GUCO
symbol on the NASDAQ National Market.
THE GRAND UNION COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(in thousands of dollars)
12 Weeks Ended 28 Weeks Ended
Oct. 14, Oct. 15, Oct. 14, Oct. 15,
1995 1994 1995 1994
Sales $523,711 $556,663 $1,244,256 $1,304,355
Gross profit (a) 162,937 171,121 380,258 402,237
Operating and
administrative
expense (a) (129,932) (132,391) (302,968)
(303,360)
Earnings before LIFO
provision,
depreciation
and amortization,
amortization of excess
reorganization value,
reorganization items,
charges relating to
voluntary resignation
incentive plan, interest
expense, income tax
benefit and extraordinary
gain on debt
discharge (EBITDA) 33,005 38,730 77,290 98,877
LIFO provision (300) (225) (700)
(525)
Depreciation and
amortization (17,002) (20,758) (41,172)
(46,020)
Amortization of excess
reorganization value (24,717) -- (34,827) --
Reorganization items -- -- (18,627) --
Charges relating to
voluntary resignation
incentive (4,500) -- (4,500) --
Earnings (loss) before
interest expense,
income tax benefit and
extraordinary gain on
debt discharge (13,514) 17,747 (22,536) 52,332
Interest expense (22,433) (47,212) (51,770)
(106,779)
Loss before income
tax benefit and
extraordinary gain on
debt discharge (35,947) (29,465) (74,306)
(54,447)
Income tax benefit 5,872 -- 5,372 --
Loss before extraordinary
gain on debt discharge (30,075) (29,465) (68,934)
(54,447)
Extraordinary gain on
debt discharge -- -- 854,785 --
Net income (loss) (30,075) (29,465) 785,851
(54,447)
Accrued preferred
stock dividends -- (6,411)
-- (11,704)
Net income (loss)
applicable to common
stock $(30,075) $(35,876) $785,851
$(66,151)
(a) Gross profit and operating and administrative expenses reflect
certain reclassifications made for the 28 and 12 week periods ended
Oct. 15, 1994 to conform to current year presentation.
SEATTLE, Nov. 17, 1995 -- Jay Jacobs,
Inc. (Nasdaq: JAYJQ)
announced that the United States Bankruptcy Court has approved its
plan of reorganization after only 18 months in Chapter 11
protection. The consensual plan has the support of all the major
stakeholders in the reorganization, including the creditors'
committee, and received the formal approval of the overwhelming
majority of unsecured creditors. The emergence will be effective 11
days after docketing by the court. The company expects the emergence
to become effective on or about November 28, 1995.
"This is a great day for Jay Jacobs and its 1050 employees
nationwide," said Rex Steffey, President and CEO. "With many
merchandising changes in place, we are optimistic about the holiday
season and a profitable future."
Steffey and his management team will remain at Jay Jacobs once
the company emerges from Chapter 11, and will emphasize a
merchandise trategy built on increased private label merchandise,
core items and a strong emphasis on current fashion. The newly-
reorganized company will also continue its strategic growth plans,
which included the opening of approximately 10 new stores in
calendar 1995 and 25 new stores in 1996. The company will focus
those openings on its most profitable concept - the combination
men's and women's format.
"Coming out of Chapter 11 is only a first step to restoring Jay
Jacobs as a leader in the specialty retailing business," added
Steffey. "Now that we are emerging from Chapter 11, we plan to
continue our efforts to improve the company's performance and return
to profitability."
Under the terms of the plan the unsecured creditors have the
option of a cash payout over two years equaling 60 percent of their
allowed claims; or a forty-five percent cash payout over two years
and notes equaling forty-two percent of the allowed claim, for a
total payout of eighty-seven percent of the allowed claim by the
year 2001.
Shareholders of common stock will retain their current equity
interest in the company.
"I'd like to thank the creditors committee for their support
over the past 18 months and the employees of Jay Jacobs, whose
dedication and expertise made this reorganization possible," added
Steffey. "I would also like to recognize the leadership of the
entire management team, who put the changes in place to revitalize
the organization and complete the reorganization process in such a
short time."
The company has completed the negotiations of the terms of its
exit financing in the form of a $10 million line of credit, which
will be provided by Lasalle National Bank. Once this financing has
been approved by the court, the Company can emerge from Chapter 11.
A hearing has been set for November 20, 1995.
Seattle-based Jay Jacobs, Inc. carries fashionable merchandise
for young men and women in its 145 apparel stores located primarily
in regional shopping malls in 21 states.
/CONTACT: Carreen Winters of MWW Strategic Communications,
201-507-9500, or via e-mail, cwintersmww.com/
NEW YORK, Nov. 17, 1995 -- The Official
Committee of
Unsecured Creditors in the eleven href="chap11.olympia.html">Olympia & York bankruptcy cases
announced today that it has retained Rothschild Inc. as its
financial advisor and Kramer," target=_new>http://www.kramer-levin.com">Kramer,
Levin, Naftalis, Nessen, Kamin &
Frankel as its counsel. Both retentions are subject to U.S.
Bankruptcy Court approval. The Committee represents approximately
$450 million of unsecured claims.
In New York City, O&Y owns three towers at the World Financial
Center, One Liberty Plaza, 237 Park Avenue, 1290 Avenue of the
Americas and 245 Park Avenue. In addition, Olympia & York owns
11601 Wilshire Boulevard in Los Angeles, Olympia Center in Chicago
and 53 State Street in Boston.
/CONTACT: Wilbur L. Ross Jr. of Rothschild, 212-403-3581/
CHATSWORTH, Calif.--Nov. 17, 1995--Syncor
International Corp. (NASDAQ:SCOR) Friday announced the acquisition
of all of the assets of Pyramid
Diagnostic Services Inc. pursuant to
an order entered in the bankruptcy case in the U.S. Bankruptcy
Court, Western District of Tennessee.
On Nov. 13, 1995, the court approved the sale of all of the
assets and the assumption and assignment of certain contracts for
$3.15 million.
``We are extremely pleased with the court's ruling,'' said Gene
R. McGrevin, Syncor's president and chief operating officer.
``Today, we will begin to provide radiopharmacy services to at
least 50 new customers as a result of this acquisition. Our
expansion into three new markets further exemplifies our commitment
to expand our nationwide network of radiopharmacies through
acquisitions, new start-ups or joint ventures.''
Pyramid had nine radiopharmacies, which were located mainly in
the Midwest and Southeast regions of the United States. Six of
these radiopharmacies were in direct competition with existing
Syncor sites. For some time, Pyramid was competing with Syncor by
engaging in illegal or tortuous activities.
Syncor filed a lawsuit on April 6, 1995, and obtained an
injunction stopping some of the illegal activities. Because of the
findings during the discovery, on Oct. 5, 1995, Pyramid agreed to an
entry of a stipulated judgment in favor of Syncor. On Oct. 6, 1995,
Pyramid filed for voluntary Chapter 11 bankruptcy protection.
Five of Pyramid's sites that were in direct competitive markets
with Syncor will close immediately, and one radiopharmacy location
was closed by Syncor earlier this month. The three remaining
radiopharmacies will be incorporated into Syncor's nationwide
distribution network. These new Syncor sites are located in
Springfield, Mo., and Jackson and Memphis, Tenn.
Syncor anticipates that the three new radiopharmacies will add
$7 million to $8 million in net sales for 1996; however, at this
time it is unable to determine their profit contribution.
Syncor International operates an expanding network of 117
domestic and eight international nuclear-pharmacy service centers.
The company compounds and dispenses patient-specific unit dose
radiopharmaceutical prescriptions, as well as distributes bulk
radiopharmaceutical products, for use in diagnostic imaging and
provides a complete range of advanced pharmacy services.
Syncor services more than 7,000 customers and is the only
national pharmacy network of its kind that provides a combination of
diagnostic and information services to hospitals and alternate site
markets.
CONTACT: Syncor International Corp., Chatsworth,
Haig Bagerdjian, 818/717-4549;
Mary L. Meusborn, 818/717-4643
VANCOUVER, B.C., Nov. 17, 1995 -- CVD Financial
Corporation (OTCBB: CVDF) on November 16, 1995, declared an "Event
of Default" as defined in the Loan Agreement dated February 10, 1995
(the "Loan Agreement") between the Company ("CVD") and Beta Well
Service Inc. ("Beta Well"). Beta Well is a publicly traded company
(OTCBB: BTWLF) engaged in the oil and gas well servicing business.
CVD reports that Beta Well is in default of a number of terms of the
Loan Agreement.
Under the Loan Agreement, CVD was committed to lending to Beta
Well up to $U.S. 10,000,000 under a revolving line of credit with a
maturity date of February 15, 1999. The loan is personally
guaranteed by the Chairman of Beta Well, William Gordica. Mr.
Gordica's personal guarantee is secured by a pledge of 300,000
shares of common stock of Beta Well (the "Pledged Shares"). The
current outstanding principal amount under the Loan Agreement is
$U.S. 3,000,000.
CVD declared the Event of Default following Beta Well's closing
of a certain transaction with Mannai Corporation ("Mannai"), a
related party. The Loan Agreement prohibits Beta Well from issuing
securities or giving a third party a security interest in certain of
Beta Well's assets without CVD's express consent. In the "Mannai
Transaction", Beta Well issued Mannai preferred shares and a
debenture secured by Beta Well's personal property in settlement of
certain claims that Mannai had against Beta Well and Gordica.
Mannai and Mr. Gordica are Beta Well's two largest shareholders.
CVD has also declared Events of Default based upon violations of the
Loan Agreement, including the failure of Beta Well to provide and
maintain adequate security for the loan and the failure of Beta Well
to comply with certain financial covenants.
Prior to consummating the Mannai Transaction, Beta Well
requested CVD's consent, which was refused. CVD notified both Beta
Well and Mannai that it objected to the transaction and that closing
of the Mannai Transaction without CVD's consent would be a default
under the Loan Agreement. On September 25, 1995, Beta Well informed
CVD that the Mannai Transaction had been closed. Details regarding
the Mannai Transaction were made available to CVD upon its recent
receipt of a schedule 13-D filed by Mannai with the Securities and
Exchange Commission.
Under the Loan Agreement, and Event of Default gives CVD the
right to certain remedies, including the acceleration of the
maturity date of the loan. CVD has informed Beta Well that is has
accelerated the maturity of the loan and that all amounts borrowed
by Beta Well are now immediately due and payable. This action
terminates any obligation of CVD under the Loan Agreement to allow
further advances under the $10,000,000 line of credit.
CVD believes that another lender to Beta Well, the Alberta
Treasury Board, has a security position in most of Beta Well's
assets; hence, the recovery to CVD from Beta Well is uncertain. In
the year ended June 30, 1995, CVD established a loan loss reserve
with respect to the Beta Well loan.
CVD intends to vigorously pursue collection of the amounts
outstanding, including pursuing claims against Beta Well, Mannai,
William Gordica, and other parties. CVD also intends to sell the
Pledged Shares with proceeds of sale to be applied against the
outstanding balance of the loan.
/CONTACT: Rene Randall of CVD Financial Corporation, 604-683-5312/
TORONTO--Nov. 17, 1995--MICC
Investments Limited ("MICC Investments") announced
today its financial results for the nine month period ended
September 30, 1995, and also announced that it has signed an
agreement with its principal creditor and major shareholder, CIGL
Holdings Ltd. ("CIGL"), to restructure the debt owing by MICC
Investments to CIGL and to restructure the capital of MICC
Investments.
FINANCIAL RESULTS FOR NINE MONTH PERIOD ENDED SEPTEMBER 30, 1995
Nine Months Ended September 30, 1995
(unaudited)
1995 1994
Revenue $ 29,001,000 $ 38,051,000
Net Earnings (Loss) $ (2,878,000) $ (386,000)
Profit (Loss) Per
Common Share $ (0.11) $ (0.04)
Three Months Ended September 30, 1995
(unaudited)
1995 1994
Revenue $ 10,338,000 $ 13,597,000
Net Earnings (Loss) $ (1,715,000) $ 298,000
Profit (Loss) Per
Common Share $ (0.06) $ (0.01)
For the three months ended September 30, 1995, MICC Investments
reported a net loss of $1.7 million, compared to net earnings of
$0.3 million in 1994. Total revenue for the quarter was $10.3
million, compared to $13.6 million a year ago. Claims losses were
$8.1 million, compared to $7.2 million last year. Fully diluted
loss per common share was $0.06 in 1995 compared to a loss per
common share of $0.01 in 1994.
The dividends normally payable on the Preferred Shares of MICC
Investments and The Mortgage Insurance Company of Canada ("MICC") on
December 15th and December 31st were not approved for payment by the
Board. Until paid, the preferred dividends continue to accrue at
the applicable rates.
MEETINGS TO APPROVE RESTRUCTURING PLAN
Meetings of the holders of Series A Preferred Shares, Series C
Preferred Shares, Series F Preferred Shares and Common Shares of
MICC Investments have been called for December 14, 1995 at 3:00 p.m.
(Eastern time). MICC Investments will today mail a management proxy
circular to shareholders which describes the Restructuring Plan. At
the meetings, shareholders will be asked to consider a resolution
approving the proposed Restructuring Plan. Shareholders of record
on November 16, 1995 will be entitled to receive notice of the
meetings.
RESTRUCTURING PLAN The Restructuring Plan is as follows:
1. MICC Investments will repay its Existing Debt to CIGL with
funds drawn under its new credit facility from CIGL ( the "New
Debt"). The New Debt, which will replace the Existing Debt, will be
on substantially the same terms as the Existing Debt except that:
(i) the maturity date of the New Debt will be December 31, 1997
rather than September 30, 1995, (ii) the interest rate on the New
Debt will be the greater of the prime rate from time to time plus 3d
percent per annum and 13a percent per annum, compounded monthly and
payable on maturity, rather than the prime rate from time to time
plus 3d percent per annum and (iii) subject to obtaining necessary
consents, the New Debt will have the benefit of a security interest
over all of MICC Investments' assets, including the shares it holds
of MICC - the Existing Debt is unsecured.
2. The Common Shares of MICC Investments will be consolidated
on the basis of one Common Share consolidated into 0.0662804 Common
Shares (which is the equivalent of 100 consolidated Common Shares
for each approximately 1509 existing Common Shares). Following the
consolidation, there will be approximately 2,349,348 Common Shares
outstanding, of which CIGL will hold 1,722,931 (continuing to
represent 73.3 percent of the Common Shares) and holders of Common
Shares other than CIGL will hold 626,417 (continuing to represent
26.7 percent of the Common Shares).
3. Following the consolidation of the Common Shares, the
Preferred Shares will be changed into Common Shares on the following
basis:
4. The attributes of the Preferred Shares and all other shares
of MICC Investments other than the Common Shares will be deleted
from its articles.
5. MICC Investments will then issue to CIGL from treasury an
additional 23,333,736 Common Shares with the result that, after
giving effect to that issue, the consolidation of the Common Shares
and the change of the Preferred Shares into Common Shares, the
Common Shares will be held as follows:
Shareholder Group Number of Common Percentage of
Outstanding Shares Shares
CIGL
25,056,667 80.00 percent Former
Series A
Preferred Shareholders 300,000 0.96 percent
Former
Series C
Preferred Shareholders 3,447,750 11.00 percent
Former
Series F
Preferred Shareholders 1,890,000 6.04 percent
Existing
Common
Shareholders 626,417 2.00 percent
--------- ------------
(other than CIGL)
Total
31,320,834 100 percent
BACKGROUND TO AND REASONS FOR THE RESTRUCTURING
In July 1995, CIGL advised MICC Investments that it would
require payment in full of the Existing Debt when due on September
30, 1995. In August 1995, a Special Committee of directors who are
independent of CIGL was formed to develop and consider proposals to
deal with the Existing Debt, including the possibility of
restructuring the share capital of MICC Investments. The Special
Committee determined early in its deliberations that the
alternatives available to address the Existing Debt were limited.
MICC, MICC Investments' only significant asset, cannot, at the
present time, provide the liquidity necessary to retire the Existing
Debt. The Special Committee and its financial advisors examined the
possibility of attracting new investors to MICC Investments but
concluded that new investment is unrealistic at the present time,
given the current financial situation of MICC Investments. The
Special Committee concluded that the only alternative to a
consensual resolution with CIGL respecting the Existing Debt was the
bankruptcy of MICC Investments.
If the Restructuring Plan is approved, MICC Investments will be
able to continue as a going concern and will have the opportunity to
realize value on behalf of all of its present Preferred and Common
Shareholders. If the Restructuring Plan is not approved, MICC
Investments will be unable to meet its debt obligation to CIGL, it
would likely be unable to continue as a going concern and the
Preferred and Common Shareholders would not recover any value on
their investment.
The Special Committee has determined that, in its view, the
Restructuring Plan is fair to, and as between, all holders of
Preferred Shares and Common Shares generally and to shareholders
other than CIGL. The Special Committee has recommended to the Board
that the Restructuring Plan be approved for submission to the
shareholders.
Richardson Greenshields, financial advisor to the Special
Committee, has prepared a valuation of the Preferred Shares and the
Common Shares in which it concluded that their value is nil and has
delivered a written opinion to the Special Committee that the
Restructuring Plan is fair from a financial point of view to, and as
between, the Preferred and Common Shareholders other than CIGL.
RECOMMENDATION OF THE BOARD
The Board has determined that the terms of the Restructuring
Plan are fair to, and as between, all shareholders generally and to
shareholders other than CIGL, and that the Restructuring Plan is in
the best interests of MICC Investments. The Board unanimously
recommends that shareholders vote in favour of the resolution
approving the Restructuring Plan.
CONDITIONS TO THE RESTRUCTURING PLAN BECOMING EFFECTIVE
In order for the Restructuring Plan to be approved, the
resolution approving it must be passed, with or without variation,
by at least two-thirds of the votes cast at the meetings by holders
of each of the Series A Preferred Shares, Series C Preferred Shares
and Series F Preferred Shares, voting separately, and by holders of
the Common Shares. In addition, in accordance with applicable
securities laws and policies, the resolution approving the
Restructuring Plan must be passed, with or without variation, by at
least a majority of the votes cast at the Meetings by holders of the
Preferred Shares, voting as a class, and by holders of the Common
Shares, other than those held by the CIGL and its insiders,
associates and affiliates. Each Preferred Share and Common Share
carries one vote. MICC Investments will not implement the
Restructuring Plan unless it has obtained all other required
consents, orders and approvals on terms satisfactory to MICC
Investments, including the receipt of an exemption from certain
prospectus requirements under Quebec securities laws.
Once the foregoing conditions have been satisfied, MICC
Investments intends to cause articles of amendment to be filed to
implement the Restructuring Plan. The Board of MICC Investments may
decide at any time before or after the meetings, but before the
Restructuring Plan is implemented, to cause MICC Investments not to
proceed with the Restructuring Plan without further notice to, or
action on the part of, the shareholders.
DELISTING OF THE COMMON SHARES, SERIES A PREFERRED SHARES AND SERIES
C PREFERRED SHARES
The Common Shares, the Series A Preferred Shares and the Series
C Preferred Shares of MICC Investments are currently listed on the
Toronto Stock Exchange ("TSE"). As a listed company, MICC
Investments is subject to the rules of the TSE. MICC Investments
applied to the TSE for its approval to various elements of the
Restructuring Plan. After considering that application, the Filing
Committee of the TSE did not accept notice of the Restructuring Plan
and so its approval was not given. The TSE recognized, however, the
difficulties that would be faced by MICC Investments should the
Restructuring Plan not receive Shareholder approval. For that
reason, it suggested to MICC Investments that it voluntarily delist
the Common Shares, the Series A Preferred Shares and the Series C
Preferred Shares, in which case MICC Investments would no longer
require the TSE's consent to the Restructuring Plan before it could
be put directly to the Shareholders.
After considering the alternatives available to it, MICC
Investments has decided to apply to the TSE to delist the Common
Shares, the Series A Preferred Shares and the Series C Preferred
Shares. The delisting of the Common Shares, the Series A Preferred
Shares and the Series C Preferred Shares will not affect the
recommendation of the Special Committee or of the Board that the
Restructuring Plan is fair to all holders of Preferred Shares and
Common Shares or the conclusion of Richardson Greenshields in its
valuation and fairness opinion. Following the delisting, which is
expected to occur within a few days, the Common Shares, the Series A
Preferred Shares and Series C Preferred Shares will trade in the
over-the-counter market. The delisting is not expected to adversely
affect the trading of those shares since there is limited trading of
those shares on the TSE.
INTEREST OF CIGL IN THE RESTRUCTURING
CIGL is the registered and beneficial owner of 25,994,582 Common
Shares representing approximately 73.3 percent of the issued and
outstanding Common Shares. CIGL has advised MICC Investments that
it intends to vote its Common Shares in favour of the Restructuring
Plan.
RIGHTS OF DISSENTING SHAREHOLDERS
Holders of Preferred Shares and of Common Shares have the right
to dissent from the resolution approving the Restructuring Plan and
to be paid the fair value of their Preferred Shares or Common
Shares, as the case may be.
CONTACT: David A. Rattee,
Chairman, President & CEO,
MICC Investments Limited
(416) 591-5105
CALGARY, Alberta, Nov. 17, 1995--Beta Well Service
Inc.
(OTC BULLETIN BOARD: BTWLF).
On November 16, 1995, the Company received notification from
counsel to CVD Financial Corporation (AMEX: CVL) ("CVD") that CVD
considers the Company to be in default under the terms of a loan
agreement and certain loan documents. CVD purported to declare the
loan note and any accrued interest owing by Beta to CVD under the
loan documents to be immediately due and payable.
The Company and its counsel dispute the claim of occurrence of
events of default. The Company has made all of its interest
payments to CVD on a timely basis. The Company has continually
acted in good faith in the best interests of its shareholders to
mitigate potential damages caused by CVD's breaches of its
commitments and obligations to the Company under a US$10 million
line of credit.
If required to do so, the Company intends to defend its position
in the State of California as provided under the loan documents.
The Company has notified CVD that it reserves all of its options
which may include filing suit to recover substantial damages from
CVD. The outcome of the dispute is not determinable at this time.
The principal amount of the indebtedness to CVD currently is
recorded in the Company's financial statements at US$3 million.
Beta Well Service Inc. provides specialized equipment and crews
to conduct well servicing operations, workovers and Completions
under adverse climatic and geographic conditions. The Company has
been active in the Canadian oil and gas industry since 1952 and has
a client base in excess of 300 operating oil and gas Companies.
/CONTACT: Art Bray, CFO of Beta Well Service, 403-290-0660/
BIRMINGHAM, Ala.--Nov. 17, 1995--href="chap11.jones.html">Jones Plumbing
Systems Inc. (AMEX:JPS) announced today that it and its wholly
owned
subsidiary, Jones Manufacturing Co. Inc., who filed for relief under
Chapter 11 of the United States Bankruptcy Code on Nov. 9, 1995, in
the United States Bankruptcy Court for the Southern District of New
York, today filed to convert their Chapter 11 bankruptcy cases to
cases under Chapter 7.
At the time the cases were originally filed, both Jones Plumbing
Systems Inc. and Jones Manufacturing Co. Inc. had hoped they would
be able to put together a plan of reorganization with their
creditors and file that reorganization plan with the court.
As part of the reorganizational efforts, they approached their
principal secured lender, SouthTrust Bank of Alabama, N.A., to
negotiate a consensual cash collateral stipulation. However, they
were unable to reach a consensual cash collateral stipulation with
SouthTrust, and in a hearing before the United States Bankruptcy
Court on Nov. 16, 1995, the Jones entities were denied the use of
cash collateral.
Based on the fact that there would not be any cash collateral
available to conduct operations, the Jones entities reached the
decision that it was in the best interests of all creditors and
other constituents that they immediately convert the Chapter 11
cases to cases under Chapter 7 of the United States Bankruptcy Code
so that a trustee could be appointed to liquidate the assets of the
corporations in an orderly fashion.
CONTACT: Butler, Fitzgerald & Potter
(counsel to Jones Plumbing Systems Inc.)
David G. Samuels, 212/704-3418