biosys Chapter 11 Update
COLUMBIA, Md.--Jan. 2, 1997--biosys, inc. (Nasdaq: BIOSQ) Thursday released the
following statement with respect to events connected with its filing for reorganization
under Chapter 11 on Sept. 27, 1996.
As previously announced, biosys filed a motion in bankruptcy court to conduct an auction
process to sell, free and clear of leans, the assets of some or all of its business segments,
which include its microbial products segment, botanical insecticides segment, pheromone
segment, and KLEENTEK(R) segment.
A number of bids were received and in accordance with that procedure, biosys is seeking
to obtain approval of what it believes to be the best current bid.
Specifically, biosys and its related companies in bankruptcy have filed a motion seeking
the approval of the United Stated Bankruptcy Court for the District of Maryland for the
sale of all assets related to the above referenced business segments and the assumption and
assignment of certain executory contracts and unexpired leases in connection with those
sales to Thermo Trilogy Corp.
A hearing on that motion will be conducted on Jan. 7, 1997, at 10:00 a.m., during which
higher or competitive bids will be entertained.
In the event no higher bids are forthcoming, biosys believes that the overall value of the
proposed agreement with Thermo Trilogy Corp. to its estate and the estates of its related
companies in bankruptcy is between $15 -- $21 million.
This estimate is based on the purchase price for the assets to be sold of $11 million, the
reduction of unsecured creditor debts by payment of certain "cure" payments, the value of
assets remaining in the estate after the sale, and the negotiated waiver of certain claims
approximating $6 million on the estate.
If the sale to Thermo Trilogy is upheld, biosys expects the proceeds of the sale and the
funds received from the liquidation of the remaining assets to be distributed in accordance
with the Bankrupcy Code.
After the liquidation of all of the assets of biosys and its related companies in bankruptcy,
biosys does not believe that there will be any funds remaining for biosys' equity holders,
whether preferred or common, after distribution to secured creditors, administrative, and
priority claimants, and unsecured creditors.
Notice of this motion, which includes further detail about the proposed course of action,
has been served pursuant to a court- approved service list that includes some but not all
equity holders. The company will provide the notice to equity holders not on the service
list upon written request.
biosys develops and commercializes biological products worldwide, primarily for insect
control applications, based on multiple technologies, including nematodes and
baculoviruses, as well as environmentally benign pheromone products.
biosys also has a contract fermentation business unit, which scales up and produces
fermentation products for third party clients.
biosys has research programs in a variety of areas, including nematode and pheromone
product development, baculovirus production via both in vivo and in vitro methodologies,
and applications of recombinant virus technology.
CONTACT: biosys Inc. Dr. Edwin C. Quattlebaum, president/CEO or Michael R.N.
Thomas, vice president/CFO, 410/381-3800
House of Fabrics Series `A' Warrants Now Exercisable, Following Expiration of
Measurement Period
SHERMAN OAKS, Calif., Jan. 2, 1997 - House of Fabrics, Inc. (Nasdaq: HFAB), which
emerged from Chapter 11 in August, today announced that the measurement period for its
series "A" warrants has concluded and that the warrants may now be exercised at $3.02
per unit, subject to adjustment, at any time up to 5 p.m. Eastern Standard Time, April 28,
1997. There are 256,821 series "A" warrants outstanding.
The company stated that no fractional shares of common stock will be issued, but it will
pay the cash value of any fractional share upon exercise of one or more warrants. The
warrants may be exercised through American Stock Transfer & Trust Company in New
York.
House of Fabrics last month reported a return to profitability for the three months ended
October 31, 1996, its first quarter since emerging from Chapter 11. House of Fabrics
currently operates 267 company-owned House of Fabrics, Sofro Fabrics, Fabricland and
Fabric King retail fabric and craft stores in 28 states and employs approximately 7,000
people.
SOURCE House of Fabrics, Inc. /CONTACT: Gary L. Larkins of House of Fabrics, Inc.,
818-385-2300; or Roger S. Pondel of Pondel Parsons & Wilkinson, 310-207-9300/
Huntway Partners, L.P. Exits Chapter 11 As Prepackaged Plan Is Consummated
NEWHALL, Calif., Jan. 2, 1996 - HUNTWAY Partners, L.P. (NYSE: HWY) announced
today that it emerged from Bankruptcy on Monday, December 30, 1996 as its prepackaged
plan of reorganization was consummated. As previously announced, the reorganization and
debt restructuring reduced Huntway's total debt, including accrued interest by
approximately $71 million as measured at September 30, 1996. As of today, total units
outstanding increased by 13,706,404 units to 25,342,654 units. Accordingly, in the fourth
quarter, Huntway expects to record an extraordinary gain of approximately $61,000,000,
plus a contribution to capital of approximately $8,000,000 net of estimated related costs of
approximately $2,000,000.
Commenting on today's announcement, Juan Forster, Huntway's President and Chief
Executive Officer, said, "We are delighted that our goal to significantly reduce our debt
and improve our total capital structure has been achieved. We look forward to the new
year with great anticipation."
Huntway Partners, L.P. owns and operates two refineries at Wilmington and Benicia,
California, which primarily process California crude oil to produce liquid asphalt for use
in road construction and repair, as well as smaller amounts of gas oil, naphtha, kerosene
distillate and bunker fuels. The company's third refinery, at Coolidge, Arizona, has been
shut down since 1993.
The company's common units are traded on the New York Stock Exchange under the
symbol HWY.
SOURCE Huntway Partners, L.P. /CONTACT: Warren J. Nelson, Executive Vice
President and Chief Financial Officer or Earl G. Fleisher, Controller and Tax Manager of
Huntway Partners, 805-286-1582/
Rexene Files Revised Revocation Solicitation Statement
DALLAS, TX--Jan. 2, 1997--Rexene Corporation (NYSE: RXN) said today that it has
filed a revised preliminary revocation solicitation statement with the Securities and
Exchange Commission in opposition to the solicitation and mailing made in late December
by Guy P. Wyser-Pratte, Wyser-Pratte & Co., Inc. and Spear, Leeds & Kellogg to call a
special meeting of Rexene stockholders. The Rexene Board of Directors opposes the
calling of a special meeting because it believes that the matters to be proposed by the
Wyser- Pratte group at the meeting would not be in the best interest of Rexene's
stockholders.
In a letter to stockholders that accompanies the preliminary revocation solicitation
statement, Rexene Chairman and Chief Executive Officer Andrew J. Smith notes that the
activities of the Wyser-Pratte group follow three proposals by the Huntsman Corporation
to acquire all of the outstanding shares of common stock of Rexene. The third and latest
proposal was to acquire the company at a price of $16 per share. However, that proposal
did not provide for any financing and, in the view of the Rexene Board, was highly
conditional and not likely to lead to a transaction in the near term. "Much has been written
and said by the Wyser-Pratte group and Mr. Huntsman concerning Huntsman's various
proposals to acquire Rexene," Smith writes. "So that there is no misunderstanding about
where the Rexene Board stands, I would like to make our position perfectly clear.
Although in the Rexene Board's view a $16 price does not fully reflect the long-term
prospects of the company, at this time the board would not oppose a fully-financed cash
offer to acquire all of the outstanding Common Stock on customary terms at $16 per share,
as long as the offer is capable of being consummated through a tender offer or otherwise
within 60 days. If such an offer were made, the board would take all actions necessary to
make the company's stockholder rights plan (the so-called 'poison pill') inapplicable to
such an offer. To date, we have not received any offers that meet these conditions."
The preliminary revocation solicitation statement also notes that the latest Huntsman
proposal prohibited the company from continuing to implement its capital expenditure
program and placed other unacceptable restrictions on the company's ability to operate.
Therefore, in the board's view, the value of the company would have been materially
diminished over the long period of time contemplated by the proposal. Huntsman's
proposal also contained demands for "lock-up" stock options and "break-up" fees that, in
the view of the company's counsel, were illegal under Delaware law.
Smith's letter says, "Stockholders should keep in mind that if the Wyser-Pratte group gains
control of the Board of Directors and is thereafter incapable of selling the company at $16
per share..., the Wyser-Pratte directors - who have no experience in managing a
specialized polymer company like Rexene - will be forced to manage the company or sell
the company at an unacceptably low price." The full text of Smith's letter to stockholders
and a list of participants follows.
Rexene Corporation, through its Rexene Products and CT Film divisions, manufactures
thermoplastic resins and plastic film. Headquartered in Dallas, Texas, the company has
manufacturing facilities in Texas, Wisconsin, Georgia, Delaware, Utah and in England.
Rexene Corporation 5005 LBJ Freeway Dallas, Texas 75244
January 02, 1997
Dear Fellow Stockholder:
As you may know, a group headed by Guy P. Wyser-Pratte is seeking to call a special
meeting of stockholders of Rexene Corporation. The purpose of this effort by the
Wyser-Pratte group is to gain control of your company to take actions that, in the view of
the Rexene Board of Directors, are not in the best interests of Rexene's stockholders. The
purpose of the accompanying Revocation Solicitation Statement is to ask you, Rexene
stockholders, to oppose the Wyser-Pratte group's attempt to call a special meeting.
The activities of the Wyser-Pratte group follow three proposals made by the Huntsman
Corporation to acquire all of the outstanding shares of common stock of Rexene. The third
and latest proposal was to acquire the company at a price of $16 per share. However, as
described in greater detail on page 5 of the accompanying Revocation Statement, the
proposal did not provide for any financing to buy your stock and would have placed
unacceptable restrictions on the company's ability to operate during the pendency of what
would likely be a lengthy transaction. In addition, in the view of the Rexene Board, the
proposal was highly conditional and not likely to lead to a transaction in the near term,
even if financing was obtained. The Board was greatly concerned that the value of the
company could be materially diminished over the long period of time contemplated by the
proposal.
Much has been written and said by the Wyser-Pratte group and Huntsman concerning
Huntsman's various proposals to acquire Rexene. So that there is not misunderstanding
about where the Rexene Board stands, I would like to make our position perfectly clear:
Although the Rexene Board believes a $16 per share price does not fully reflect the
long-term prospects of the company, at this time the board would not oppose a
fully-financed cash offer to acquire all of the outstanding Common Stock on customary
terms at $16 per share, as long as the offer is capable of being consummated through a
tender offer or otherwise within 60 days. If such an offer were made, the board would take
all actions necessary to make the company's stockholder rights plan (the so-called "poison
pill") inapplicable to such an offer. To date, we have not received any offers that meet
these conditions.
As you will read in the accompanying Revocation Solicitation Statement, I and
representatives of the company's financial advisor traveled to Salt Lake City on two
occasions to meet with Jon Huntsman to discuss his stated interest in Rexene.
Representatives of the company and its financial advisor, at the direction of Rexene's
Board of Directors, also sought out other companies and investment firms to assess their
interest in engaging in a transaction with the company. We continue to believe that
implementing our long-term strategic plan, beginning with the start- up of our REXflex(R)
polymers plant in the fourth quarter of this year and culminating with the start-up in 1998
of the first "compact process" linear low density polyethylene plant in the United States, is
in the best interests of stockholders. Accordingly, your Board is proceeding with its
strategic plan to enhance value for stockholders through the growth of Rexene's specialty
businesses.
Stockholders should keep in mind that if the Wyser-Pratte group gains control of the Board
of Directors and is thereafter incapable of selling the company at $16 per share (as the
current Board of Directors has been despite its knowledge of the company and efforts in
this regard), the Wyser-Pratte directors -- who have no experience in managing a
specialized polymer company like Rexene -- will be forced to manage the company or sell
the company at an unacceptably low price. THE BOARD OF DIRECTORS URGES YOU
NOT TO EXECUTE OR DELIVER WYSER-PRATTE'S GOLD AGENT DESIGNATION
CARD. IF YOU HAVE RETURNED WYSER-PRATTE'S GOLD AGENT
DESIGNATION CARD, WE URGE YOU TO EXECUTE AND DELIVER REXENE'S
WHITE REVOCATION CARD TODAY. The enclosed Revocation Solicitation Statement
contains information as to reasons why you should, and how to, revoke any previously
signed and returned Wyser-Pratte GOLD agent designation card.
Thank you for your continued support.
Sincerely, Andrew J. Smith Chairman of the Board and Chief Executive Officer
SUMMARY INFORMATION CONCERNING THE PARTICIPANTS
Lavon N. Anderson, age 61, has served as president and chief operating officer of the
company since January 1991 and as a director since February 1990. From May 1988 to
January 1991, Dr. Anderson was executive vice president -- Manufacturing and Technical
of Rexene. Anderson has held positions in engineering, manufacturing and research and
development at Rexene since 1972. Anderson beneficially owns 54,383 shares of
Common Stock of the company, which includes 52,583 shares which Anderson has the
right to acquire with 60 days upon the exercise of options granted to him pursuant to the
company's stock option plans.
James R. Ball, age 52, is a private investor and is engaged in private consulting. Ball
served Vista Chemical Company in a number of capacities from 1984 to 1994, including
vice president, Marketing from July 1984 to August 1987, senior vice president,
Commercial from August 1987 to February 1992, executive vice president and chief
operations officer, from February 1992 to July 1992, and president and chief executive
officer from July 1992 to December 1994. Prior to July 1984, Ball held various positions
with Conoco since 1969. Ball is a director of The Carbide/Graphite Group. Ball
beneficially owns 2,000 shares of Common Stock of the company.
Harry B. Bartley Jr., age 68, has served as a director of the company since April 1995. He
is currently retired. Bartley served as Hoechst Celanese Corporation in a number of
capacities from 1950 to 1989, including president of Celanese Chemical Co. from 1976 to
1987, president of Hoechst Celanese Chemical Group from 1987 to 1989 and director of
Hoechst Celanese Corporation from 1987 to 1989. Bartley beneficially owns 3,000 shares
of Common Stock of the company, which includes 2,000 shares which Bartley has the right
to acquire with 60 days upon the exercise of options granted to him pursuant to the
company's stock option plans.
R. James Comeaux, age 57, has served as a director of the company since April 1995. He
has served as president of Management Associates, a consulting firm, since April 1993.
From August 1989 to January 1993, Comeaux was president, chief executive officer and
director of Arcadian Corporation, a fertilizer manufacturer. Prior to such time, Comeaux
was senior vice president of FINA, Inc. from 1984 to 1989 and served Gulf Oil
Corporation in a number of capacities from 1967 to 1984. Comeaux beneficially owns
5,000 shares of Common Stock of the company, which includes 2,000 shares which
Comeaux has the right to acquire with 60 days upon the exercise of options granted to him
pursuant to the company's stock option plans.
Neil J. Devroy, age 49, has served as vice president of Communications and Support
Services of the company since March 1995. From November 1990 to February 1995
Devroy served as director of Communications and Public Affairs of the company. Devroy
beneficially owns 9,408 shares of Common Stock of the company, which includes 8,408
shares which Devroy has the right to acquire with 60 days upon the exercise of options
granted to him pursuant to the company's stock option plans.
Arthur L. Goeschel, age 74, has served as a director of the company since March 1992.
Goeschel served as chairman of the board of the company from March 1992 to April 1996.
He also served as a director of the company from April 1988 to May 1989. Goeschel is
presently retired. He was chairman of the board of Tetra Technologies, Inc., a company
which recycles and treats environmentally sensitive by-product and wastewater streams,
and then markets end-use chemicals extracted from such streams, from November 1992 to
October 1993. He is a director of Calgon Carbon Corporation and National Picture Frame
Corporation and a member of the board of trustees of the Dreyfus-Laurel Mutual Funds.
Goeschel beneficially owns 27,834 shares of Common Stock of the company.
William B. Hewitt, age 58, has served as a director of the company since February 1990.
He has been president of Union Corporation, a receivables management and customer
service outsourcing company, since May 1995 and chairman of the Board and chief
executive officer of Capital Credit Corporation, a receivables management company, since
September 1991. Hewitt was executive vice president of First Manhattan Consulting
Group, a management consulting firm, from 1980 to September 1991. He is a also a
director of the Union Corporation. Hewitt beneficially owns 27,000 shares of Common
Stock of the company.
Ilan Kaufthal, age 49, has served as a director of the company since September 1992. He
has been a managing director of Schroder Wertheim & Co. Incorporated, an investment
banking firm, since 1987. He is also a director of United Retail Group, Inc., Cambrex
Corporation and Russ Berrie & Company. Kaufthal beneficially owns 27,000 shares of
Common Stock of the company, all of which Kaufthal has the right to acquire with 60 days
upon the exercise of options granted to him pursuant to the company's stock option plans.
Jack E. Knott, age 42, has served as a director of the company since April 1996 and as
executive vice president of the company and president of Rexene Products, a division of
the company, since March 1995. Prior thereto, Knott had been executive vice president --
sales and market development of the company since March 1992. Prior thereto, Knott was
an executive vice president of the company since January 1991 and president of CT Film,
a division of the company, since February 1989. Knott beneficially owns 47,333 shares of
Common Stock of the company, which includes 43,333 shares which Knott has the right to
acquire with 60 days upon the exercise of options granted to him pursuant to the company's
stock option plans.
Bernard J. McNamee, age 61, has served as executive vice president, secretary and
general counsel of the company since April 1995. Prior thereto, McNamee had been vice
president, secretary and general counsel of the company since May 1993. From September
1989 to November 1992, McNamee was vice president and general counsel of Ferro
Corporation, a multinational manufacturer of specialty materials. McNamee beneficially
owns 37,000 shares of Common Stock of the company, which includes 34,000 shares
which McNamee has the right to acquire with 60 days upon the exercise of options granted
to him pursuant to the company's stock option plans.
Charles E. O'Connell, age 65, has served as a director of the company since April 1995.
He is currently retired. From 1985 to 1988, O'Connell served as president of the Society
of Plastics Industries, a trade association. From 1964 to 1984, he served Gulf Oil
Corporation in a variety of capacities. O'Connell beneficially owns 2,000 shares of
Common Stock of the company, all of which O'Connell has the right to acquire with 60
days upon the exercise of options granted to him pursuant to the company's stock option
plans.
Geff F. Perera, age 43, has served as executive vice president and chief financial officer
of the company since May 1996. Prior thereto, Perera served as vice president of the
company from January 1991 to April 1996 and as controller of the company from February
1989 to April 1996. Perera beneficially owns 17,670 shares of Common Stock of the
company, all of which Perera has the right to acquire with 60 days upon the exercise of
options granted to him pursuant to the company's stock option plans.
James M. Ruberto, age 49, has served as executive vice president - administration of the
company since January 1996. Prior thereto, Ruberto had been executive vice president of
the company and president of CT Film, a division of the company, since March 1992.
Ruberto served as executive vice president - sales and market development of the
company from January 1991 to March 1992 and as executive vice president - marketing
and business planning of Rexene Products, a division of the company, from April 1989 to
January 1991. Ruberto beneficially owns 43,333 shares of Common Stock of the company,
all of which Ruberto has the right to acquire with 60 days upon the exercise of options
granted to him pursuant to the company's stock option plans.
Kenneth Siegel, age 39, has been a managing director of Schroder Wertheim since 1991
and served in various other capacities at such firm prior to such date. Siegel does not
beneficially own any shares of Common Stock. Seigel's address is c/o Schroder Wertheim
& Co. Incorporated, 787 Seventh Avenue, New York, New York 10019.
Andrew J. Smith, age 55, has served as chairman of the Board since April 1996 and as
chief executive officer and director of the company since March 1992. From December
1991 to March 1992, he was engaged in private consulting. From June 1991 to December
1991, he was president and chief operating officer of Itex Enterprises, Inc., an
environmental remediation company. Smith also served as a consultant to the company
from January 1991 to June 1992. Immediately prior thereto, he had been a director of
Rexene since May 1988 and the president and chief executive officer of Rexene since June
1988. Prior thereto, he had held various positions with Rexene since 1976. Smith
beneficially owns 103,557 shares of Common Stock of the company, which includes
77,000 shares which Smith has the right to acquire with 60 days upon the exercise of
options granted to him pursuant to the company's stock option plans.
Jonathan R. Wheeler, age 45, has served as executive vice president of the company and
president of CT Film, a division of the company, since January 1996. Prior thereto,
Wheeler served as executive vice president - administration of the company from April
1995 to January 1996 and as senior vice president - administration from December 1990
to April 1995. Wheeler beneficially owns 38,500 shares of Common Stock of the
company, which includes 38,000 shares which Wheeler has the right to acquire with 60
days upon the exercise of options granted to him pursuant to the company's stock option
plans.
On July 7, 1992, the United States Bankruptcy Court for the District of Delaware entered
an order confirming a First Amended Plan of Reorganization, which became effective on
Sept. 18, 1992, relating to the company's bankruptcy proceedings pursuant to voluntary
petitions filed by the company's predecessor under Chapter 11 of the United States
Bankruptcy Code on Oct. 18, 1991. Anderson, Goeschel, William Hewitt and Smith,
directors of the company, were also directors of the company's predecessor that filed such
petitions.
The address of each of the persons listed above other than Siegel is c/o Rexene
Corporation, 5005 LBJ Freeway, Dallas, Texas 75244.
CONTACT: Neil Devroy, Rexene Corporation, 972/450-9101.