NEW YORK -- June 26, 1996 -- SLM International,
Inc. (Electronic Bulletin Board: "SLMI"), and six of its
subsidiaries (collectively, the "Company"), which filed for relief
under Chapter 11 of the Federal Bankruptcy Code in the District of
Delaware on October 24, 1995, announced today that it has entered
into an agreement with its Unsecured Creditors' Committee on a term
sheet setting forth the material provisions of a Plan of
Reorganization. The Unsecured Creditors' Committee represents the
Company's Senior Noteholders, as well as the Company's trade
creditors.
The term sheet specifies that the Plan of Reorganization will
contain the following treatment for creditors and equity security
holders:
The Company's secured creditors will receive at least $10
million in cash and up to $65 million in senior secured notes, the
terms of which have not yet been determined, in exchange for $75
million of secured indebtedness.
The Company's unsecured creditors will receive 6.2 million
shares of new common stock representing, at the time of issuance,
100% of the distributed equity in the Reorganized Company, subject
to dilution upon the exercise of the warrants distributed to equity
security holders, in exchange for approximately $120 million of
unsecured indebtedness.
The Company's equity security holders (currently holding
18,859,679 shares of Common Stock) will receive a total of 300,000 5-
year warrants to purchase an aggregate of 300,000 shares of new
common stock currently expected to be at an exercise price above the
initial value of the new common stock. The warrants would be
exercisable at an enterprise valuation of $175 million. In
addition, the warrant holders will have the option to receive an
aggregate payment of $500,000 upon cancellation of such warrants in
connection with a sale of the Company for more than $140 million.
The term sheet, which is predicated upon a Company valuation of
$130 million exclusive of cash for distribution under a Plan of
Reorganization, also provides for other terms.
The Bankruptcy Court, at a hearing held on June 12, 1996,
continued the Company's exclusive right to propose a Plan of
Reorganization for an additional 60-day period, ending August 11,
1996. The Company expects to file a definitive Plan of
Reorganization including the terms of the term sheet within such 60-
day period.
The provisions set forth in the term sheet are subject to change
in advance of the filing of the definitive Plan of Reorganization as
a result of continuing negotiations with the Company's Unsecured
Creditors Committee and the Company's Secured Creditor Group. The
Secured Creditors Group has not agreed to the term sheet and has
indicated that it currently intends to oppose its approval in
Bankruptcy Court. In addition, the effectiveness of the Plan of
Reorganization is subject to, among other things, the Bankruptcy
Court's prior approval of a Disclosure Statement describing the
provisions and effect of the Plan of Reorganization (which has not
yet been filed with the Bankruptcy Court), a creditor and equity
security holder vote on such plan and Bankruptcy Court approval of
such plan. Completion of this process will take at least three
months and may take longer unless the Plan of Reorganization is
accepted by voting constituencies and the approval of such plan is
not subject to material opposition. There is no assurance that the
Company will reach agreement on a definitive Plan of Reorganization,
that any constituent group will vote in favor of the Plan or that
such Plan will be approved by the Bankruptcy Court. The Company,
therefore, is not presently able to predict when the Chapter 11 case
will be concluded or on what basis.
SLM International, Inc. designs, develops, manufactures and
markets a wide range of sporting goods products.
CONTACT: David M. Friedman of
Kasowitz, Benson, Torres & Friedman -
(212) 506-1740
Separately, Mr. Mike Recca, one of the directors of HHR,
recently announced his resignation from the Board of Directors.
CONTACT: Jack Lavine of Hamburger Hamlet, 818-995-7333
ATLANTA, June 26, 1996 - Southern Electric International,
a subsidiary of Southern Company (NYSE: SO), today announced plans
to submit a cash offer of $1.04 billion for the non-nuclear assets
of Cajun Electric Power Cooperative.
The offer will be part of a reorganization plan that would lower
electricity prices for customers and eliminate protracted, expensive
litigation. Southern Electric expects to file the reorganization
plan in the U.S. Bankruptcy Court for the Middle District of
Louisiana.
"This plan would balance the interests of creditors and
customers and allow an experienced electric utility to move forward
with the efficient operation of Cajun's non-nuclear assets," said
former Louisiana Gov. David C. Treen, a partner in Deutsch, Kerrigan
& Stiles, a law firm that represents Southern Electric in the case.
Under the plan, Southern Electric would enter into 25-year
contracts to provide all the electricity requirements of the
distribution cooperatives currently buying electricity from Cajun,
headquartered in Baton Rouge, La. Wholesale rates under these
contracts would begin at 3.98 cents per kilowatt-hour, nearly one-
fifth less than Cajun's current wholesale rate of 4.88 cents per
kilowatt-hour. The distribution cooperatives that buy electricity
from Cajun serve more than 1 million people in Louisiana.
In addition, the plan will call for Southern to enhance the
economic development efforts of the distribution cooperatives by
offering special incentive rates to new commercial and industrial
customers who are heavy users of electricity.
The plan also would eliminate at least 11 lawsuits spawned by
Cajun's bankruptcy and its involvement in the River Bend nuclear
facility.
Atlanta-based Southern Company, the nation's largest producer of
electricity, is the parent firm of five electric utilities: Alabama
Power, Georgia Power, Gulf Power, Mississippi Power and Savannah
Electric. Other subsidiaries include Southern Communications
Services, Southern Nuclear, Southern Development and Investment
Group and Southern Company Services. Southern Company's common
stock is one of the 20 most widely held corporate stocks in America.
Southern Electric, also based in Atlanta, develops, builds, owns
and operates power production and delivery facilities and provides a
broad range of technical services to industrial companies and
utilities in the U.S. and international markets. It also
administers energy trading and marketing activities through Southern
Company affiliate Southern Energy Marketing.
CONTACT: Chuck Griffin or David Mould, Southern Company,
404-223-0230
MOBILE, Ala., June 26, 1996 - Ruby Tuesday, Inc. (NYSE:
RI), today reported fourth quarter earnings per share from
continuing operations of $0.33 versus $0.25 a year ago, a gain of 32
percent. Fourth quarter revenue from continuing operations was
$158,212,000, an increase of 14 percent from the same period last
fiscal year. Net income from continuing operations was $5,879,000,
up 35 percent from the same period a year ago. Same-store sales for
fourth quarter were up 2.3 percent in Ruby Tuesday. These positive
results are due to the implementation of previously announced plans
to improve operating results.
"We implemented plans to increase sales and control costs which
drove our fourth quarter results. We built momentum throughout the
third and fourth quarters ending the year with our fourth
consecutive month of positive same-store sales and our best
operating performance of the year," said Sandy Beall, Chairman and
CEO of the Company. "Our fourth quarter results exceeded our
expectations. We move into our new fiscal year with significant
enthusiasm and momentum based on solid plans and a disciplined
management style."
For the 52 weeks of fiscal year 1996, revenue from continuing
operations was $620,134,000, up 20 percent from a year ago.
Earnings before interest, taxes, restructure and impairment charges
were $33,462,000, a decrease of nine percent over last fiscal year.
Annual same-store sales were down 1.3 percent for Ruby Tuesday.
During fourth quarter the Company opened five new Ruby Tuesday
restaurants and closed six as part of the Company's previously
announced restructure plan. As of June 1, 1996, Ruby Tuesday, Inc.
owned and operated 365 restaurants including 301 Ruby Tuesdays, 46
Mozzarella's Cafes, and 18 Tia's. Ruby Tuesday, Inc. is traded on
the New York Stock Exchange and has operations in 33 states and
Washington D.C.
RUBY TUESDAY, INC.
Financial Results for the Fourth Quarter
of Fiscal Year 1996
(unaudited)
(Amounts in thousands except per share amounts)
13 wks. Ended Pct
6/1/96 6/3/95 chg.
Continuing Operations
Revenues $158,212 $139,156 14
Operating Costs and Expenses:
Cost of merchandise 43,473 37,083 ---
Payroll and related costs 53,242 48,264 ---
Other 33,716 29,955 ---
Selling, general and admin. 8,838 8,904 ---
Depreciation and amortization 8,489 7,715 ---
Total $147,758 $131,921 ---
Earnings before Interest, Taxes,
Restructure and Impairment Charges
(EBIT) 10,454 7,235 44
Interest expense (net) 1,122 454 ---
Loss on impairment of assets --- --- ---
Restructure costs --- --- ---
L&N conversion/closing costs --- --- ---
Total 1,122 454 ---
Income (Loss) from Continuing
Operations before Income Taxes 9,332 6,781 38
Provision for Federal and State
Income Taxes:
Continuing operations 3,453 2,441 ---
Impairment/restructure costs --- --- ---
Total Income Taxes 3,453 2,441 ---
Income (Loss) from Continuing Opers. 5,879 4,340 35
Income (loss) from discontinued
operations, net of income taxes --- 8,048 ---
Net Income $ 5,879 $12,388 ---
Earnings Per Common and Common
Equivalent Share:
Continuing operations $ 0.33 $ 0.25 32
Impairment/restructure costs 0.00 0.00 ---
Discontinued operations 0.00 0.45 ---
Total $ 0.33 $ 0.70 ---
Common and Common Equivalent Shares 17,819 17,784 ---
52 wks. Ended. Pct
6/1/96 6/3/95 chg.
Continuing Operations
Revenues $620,134 $515,312 20
Operating Costs and Expenses:
Cost of merchandise 170,352 138,665 ---
Payroll and related costs 209,007 169,881 ---
Other 134,043 106,028 ---
Selling, general and admin. 39,139 37,521 ---
Depreciation and amortization 34,131 26,634 ---
Total 586,672 478,729 ---
Earnings before Interest, Taxes,
Restructure and Impairment Charges
(EBIT) 33,462 36,583 (9)
Interest expense (net) 4,637 744 ---
Loss on impairment of assets 25,881 --- ---
Restructure costs 5,257 --- ---
L&N conversion/closing costs --- 19,727 ---
Total 35,775 20,471 ---
Income (Loss) from Continuing
Operations before Income Taxes (2,313) 16,112 ---
Provision for Federal and State
Income Taxes:
Continuing operations 10,323 12,764 ---
Impairment/restructure costs (11,974) (7,737) ---
Total Income taxes (1,651) 5,027 ---
Income (Loss) from Continuing Oper. (662) 11,085 ---
Income (loss) from discontinued
operations, net of income taxes (2,222) 51,086 ---
Net income $ (2,884)$ 62,171 ---
Earnings per common and common
equivalent share:
Continuing operations $ 1.05 $ 1.29 ---
Impairment/restructure costs (1.08) (0.67) ---
Discontinued operations (0.13) 2.84 ---
Total $ (0.16)$ 3.46 ---
Common and Common Equivalent Shares 17,689 17,961 ---
RUBY TUESDAY, INC.
Financial Results For the Fourth Quarter
of Fiscal Year 1996 (unaudited)
(Amounts in thousands except per share amounts)
Condensed Balance Sheets
6/1/96 6/3/95
Assets
Cash and Short-Term Investments $ 7,139 $ 5,957
Accounts and Notes Receivable 2,040 2,475
Inventories 8,681 7,484
Deferred Income Taxes 2,988 3,758
Other Current Assets 14,323 8,043
Current Assets of Discont. Operations --- 52,481
Total Current Assets $ 35,171 $ 80,198
Property and Equipment, Net 313,538 270,002
Costs in Excess of Net Assets Acquired 21,058 22,298
Noncurrent Assets of Discont. Operations --- 102,726
Other Assets 13,262 8,827
Total Assets $ 383,029 $484,051
Liabilities
Current Liabilities $ 66,591 $ 72,292
Current Liabilities from Discont.
Operations --- 52,686
Long-Term Debt 76,108 32,003
Deferred Income Taxes 10,145 16,864
Other Deferred Liabilities 32,842 18,672
Noncurrent Liabilities from Discont.
Operations --- 46,041
Total Liabilities 185,686 238,558
Stockholders' Equity 197,343 245,493
Total Liabilities and Stockholders'
Equity $383,029 $484,051
RUBY TUESDAY, INC.
Fiscal 1996 Pro Forma Statements of Income (unaudited)
(000's)
For The Quarter Ended
9/2/95 12/2/95 3/2/96
Net Sales $145,770 $152,082 $163,757
Costs and Expenses:
Cost of merchandise 39,416 42,615 44,848
Payroll and related costs 48,914 52,731 53,491
Other operating costs 32,078 33,253 34,586
Selling, general and admin. 10,446 9,600 9,454
Depreciation and amortization 7,992 8,701 8,906
Total 138,846 146,900 151,285
Operating Income 6,924 5,182 12,472
Interest expense, net 620 902 1,993
Income Before Income Taxes 6,304 4,280 10,479
Provision for Income Taxes 2,030 1,422 3,953
Net Income $ 4,274 $ 2,858 $ 6,526
Earnings per common and common
equivalent shares $ 0.24 $ 0.16 $ 0.37
Common and common equivalent
shares 17,775 17,641 17,520
For the Quarter For the Fiscal
Ended Year Ended
6/1/96 6/1/96
Net Sales $158,212 $619,821
Costs and Expenses:
Cost of merchandise 43,473 170,352
Payroll and Related Costs 53,242 208,378
Other operating costs 33,716 133,633
Selling, general and admin. 8,838 38,338
Depreciation and amortization 8,489 34,088
Total 147,758 584,789
Operating Income 10,454 35,032
Interest expense, Net 1,122 4,637
Income Before Income Taxes 9,332 30,395
Provision for Income Taxes 3,453 10,858
Net Income $ 5,879 $ 19,537
Earnings per common and common $ 0.33 $ 1.10
equivalent shares
Common and common equivalent shares 17,819 17,689
CONTACT: Sandy Beall, Chairman and CEO; J. Russell Mothershed,
Sr., Vice President of Finance; Margie Naman, Director of Investor
Relations, 334-344-3000, all of Ruby Tuesday, Inc.
NEW YORK, June 26, 1996 - Cannon T&C Limited, MaraFund,
Ltd., and Max Resnick, a Smith Corona Corporation (SCC) shareholder,
filed an objection to the disclosure statement of SCC (OTC: SMHC)
claiming that it omitted information on a better offer. The
objection was filed on Monday, June 24, in the U.S. Bankruptcy Court
in Delaware.
The U.S. Bankruptcy Court in Delaware will hear the objection on
Thursday, June 27.
The objection asks that a competing bid for SCC, made by Cannon
and MaraFund, be presented to SCC creditors and shareholders.
"The current reorganization plan wipes out the 30 million shares
of current shareholders for nothing, while the alternative bid would
give current shareholders an equity interest in the reorganized
company," said Gerald Resnick, a Cannon representative. "We will
ask the court to refuse to approve the misleading disclosure
statement and to allow the competing bid to be presented to
shareholders and creditors at the same time as the current
reorganization plan."
SCC's disclosure statement was filed on May 24. SCC filed for
protection from creditors under Chapter 11 of the U.S. Bankruptcy
Code in July 1995.
The shareholder's objection maintains that the disclosure
statement does not contain adequate information regarding either the
value of SCC to shareholders or the value of the competing offer.
The objection also maintains that SCC's exclusive time to file a
plan and solicit acceptances should be terminated, unless SCC amends
the present plan to permit holders of claims and interests to
consider the alternative plan at the same time as the current
reorganization plan.
Cannon and MaraFund have made a series of written offers to SCC
to acquire the stock of SCC.
Among other points, the objection notes that SCC has been
soliciting offers to acquire it through a stock purchase for many
months. Despite this, SCC has to date refused to accept the offer
from Cannon and MaraFund or even to make a written counteroffer or
other written response.
The objection says that the latest offer provides all creditors
and shareholders with as good or substantially better value and
distributions than is provided by SCC's plan.
According to the objection, SCC has improperly and unlawfully
concealed the pendency and terms of the "better offer" and has
failed to disclose to the holders of claims and interests that there
exists a real possibility of materially better treatment than is
afforded these holders under the current reorganization plan.
The objection maintains that it is a violation of the Bankruptcy
Code to disseminate a disclosure statement in support of a plan
which offers patently less to creditors and shareholders than would
be available to them under the alternative offer.
"The holders of claims and interests are entitled to know the
terms and circumstances surrounding the Better Offer and should not
be kept in the dark with respect to this information as the
Disclosure Statement does," the objection says.
CONTACT: Jo-Anne Sinnott of Ogilvy Adams & Rinehart, 212-880-5330,
for Cannon T&C Limited, MaraFund, Ltd. and Max Resnick