Anacomp Announces New, Lower-Rate Senior Credit Facility
SAN DIEGO, CA - March 3, 1997 - Anacomp, Inc. (Nasdaq: ANCO), a leader in information delivery
systems and services, today announced that it has closed on a new, $80 million senior secured credit facility
underwritten by Lehman Brothers, Inc.
As part of the refinancing, Anacomp issued a new $55 million four-year term loan on Friday. The new loan
replaces Anacomp's 11- 5/8% senior secured notes due 1999, which were redeemed on Friday. The new
credit facility also includes a $25 million revolver, currently undrawn, provided by The First National Bank of
Chicago and Lehman Brothers.
In addition, Anacomp made a $28 million debt reduction payment on Friday, reducing its outstanding senior
debt to $55 million. That payment follows two earlier principal pre-payments, of approximately $14.3 million
each, that the company has made since exiting Chapter 11 last June.
"We're very pleased with our new senior credit facility and our new relationships with Lehman Brothers and
First Chicago," said Donald L. Viles, Anacomp's chief financial officer. "This new facility and the lower interest
rate will save us more than $3 million in the first year alone. In addition, the amortization schedule for the new
loan provides improved near-term liquidity, and our new revolving credit facility gives us greater flexibility in
managing our cash.
"We're also proud of the debt reduction we've achieved since exiting Chapter 11 nine months ago," continued
Viles. "We have repaid $65 million of our senior debt obligations in that time frame, or more than half of our
starting balance. That's consistent with a primary financial strategy to delever the company, and it's a credit to
our fundamentally strong cash flows during this period."
Serving customers throughout the world, Anacomp provides products and services that manage corporate
information throughout its life cycle.
NOTE: All of Anacomp's news releases are distributed through PR Newswire, an international wire service that
can be accessed through the Internet or numerous on-line providers. Recent news releases are available through
Anacomp's Company News-On-Call service by calling 800-758-5804 (Anacomp ID: 054532).
SOURCE Anacomp, Inc. /CONTACT: Media: Jeff Withem, 404-876-3361 or jwithemanacomp.com or
Analysts: Nancy Vandeventer, 800-350-3044 or nvandeventeranacomp.com, both of Anacomp/
Total Homecare Inc. files Chapter 11 Petition
LAS VEGAS, Nev.--March 3, 1997--THC Inc., formerly known a Medmarco, Inc. (OTC:THCI) together
with its subsidiaries, announced today that it filed for protection under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada.
As previously reported, the Company has sustained large operating losses which caused the Company to
operate in a deficit working capital position. On February 27, 1997, Heller Financial, Inc., the Company's
largest secured creditor, filed suit against the Company to collect amounts allegedly owed by the Company and
to enforce its liens.
The Company believes the bankruptcy filing will allow it time to work out a plan for restructuring its debts in the
best interests of the Company's shareholders, creditors and other constituencies.
"The Chapter 11 filing is a prudent step for THC Homecare, Inc. and allows us to call a 'time out' with our
creditors while we develop a plan to improve our financial health," said Larry Fuller, President and C.E.O. of
THC Homecare, Inc.
As previously announced, the Company had already been instituting remedial changes. Larry Fuller is also an
experienced turnaround specialist who will head the company during its reorganization. In addition, the
Company has already closed its Salt Lake City office effective the first of February and moved the Company's
headquarters to Las Vegas, Nevada.
THC Homecare, Inc. is a home health company specializing in durable medical equipment, respiratory services
and retail outlets for home care products. The Company offers fullservice to HMO's, PPO's and other managed
care groups in the western United States.
CONTACT: Forte Communications, Inc. Patricia Meding, 212/785-6300 Fax: 212-785-6205 email:
todayinvest@earthlink.net CompuServe: 76702,2130
United Acquisition II makes announcement
ELMSFORD, N.Y.--March 3, 1997--United Acquisition II Corp. (the "Company")(OTC Bulletin Board
Symbol - UACQ) announced that on Friday, Feb. 28, 1997, it had filed a voluntary petition for reorganization
under the provisions of Chapter 11 of the United States Bankruptcy Code in the Southern District of New
York.
The Company stated that its reasons for filing centered upon the commencement of an action seeking
approximately $2,000,000 against the Company by Fidelity Business Alliance as well as a claim by the former
shareholders of Mid-America Transporters Group, Inc. ("MATG") (the Company's principal asset and wholly
owned subsidiary) that MATG and its wholly owned subsidiary, Gulf Northern Transport, Inc. ("Gulf"), were
not assets of the Company. The Company maintains that MATG and Gulf are wholly owned by the Company
despite actions by MATG's former shareholders to sell Gulf to a third party. The Company desires to
aggressively proceed with claims against MATG's former shareholders and the purported purchaser of Gulf
seeking the return of MATG and Gulf to the Company as well as appropriate monetary damages.
The Company's Series B Preferred shareholders funded the retention of the Company's bankruptcy counsel
through the conversion of outstanding Series B Preferred shares were originally issued for an aggregate purchase
price of $154,500. Upon conversion of the Series B Preferred shares into common stock, the Preferred B
shareholders paid an additional aggregate of $20,800.
CONTACT: United Acquisition II Corp., Elmsford Robert Martire, 914/347-5870
Acme United reports fourth quarter results
FAIRFIELD, Conn.--March 3, 1997--Acme United Corporation (ASE:ACU) reported today a net loss of
$634,000, or 19 cents per share, for the fourth quarter of 1996. This compares with a net loss of $8,724,000
or $2.61 per share for the fourth quarter of 1995, which included inventory valuation and restructuring charges
of $6,518,000.
Net sales were $9,378,000 for the fourth quarter of 1996, as compared with net sales of $11,018,000 for the
same quarter in 1995, a decline of $1,640,000. Of this decline, $1,485,000 resulted from the divestiture of the
Altenbach business. Excluding Altenbach from the prior year, sales decreased $155,000 or 2% in the fourth
quarter of 1996 as compared with the fourth quarter of 1995.
For the full year of 1996, the net loss was $3,175,000 or 95 cents per share. This compares with a net loss of
$8,716,000, or $2.61 per share, for the full year of 1995, which included inventory valuation and restructuring
charges of $6,518,000.
Net sales were $47,481,000 for 1996, compared with net sales of $52,222,000 for 1995, a decline of
$4,742,000. Of this decline, $4,099,000 was attributed to Altenbach. Excluding Altenbach from the prior year,
sales decreased $642,000 or 1% for the full year of 1996 as compared with the same period last year.
Walter C. Johnsen, President and Chief Executive Officer, said that "during the fourth quarter, Acme United
continued the turnaround steps began in December of 1995, including final staff reductions at the now closed
Bridgeport plant, substantial inventory reductions, and management reorganization. Plant utilization improved
over the third quarter, but was below that of 1995 in order to bring inventory levels into balance."
Restructuring related expenditures in 1996 amounted to $2.5 million, and significantly impacted the 1996
financial results. These expenditures included $1.2 million for excess capacities and other costs related to the
inventory reduction program, $1.0 million of severance costs, and $ .3 million of operationg losses at Altenbach
prior to being sold.
"Company-wide inventory levels, excluding the former Altenbach subsidiary, decreased by $5.4 million or 34%
from a year ago. The outstanding debt balance at year end was reduced by $4.8 million or 26% from a year
ago."
Mr. Johnsen indicated "that 1997 has started well with higher sales, and that improved plant utilization is
expected to lower costs. The restructuring program began in 1995 is essentially complete and a return to
profitability is anticipated in 1997."
Net sales of domestic Consumer Products of $3,829,000 in the fourth quarter of 1996 increased by 12% as
compared with $3,420,000 in the fourth quarter of 1995. Sales growth continued in the first aid kit and ruler
product lines.
Domestic Medical Products net sales were $3,280,000 in the fourth quarter of 1996, compared with
$3,842,000 in the similar quarter of last year. The decrease was primarily the result of a volume decline in the
low margin custom tray market.
International operations net sales were $2,551,000 in the fourth quarter of 1996, compared with $4,252,000 in
the similar period of 1995. In May, the company completed the sale of the assets of its Altenbach subsidiary in
Germany. Excluding Altenbach, quarterly sales decreased by 8% in 1996 as compared with the same period
last year. Canadian sales in 1996 increased by 12% over the same quarter in 1995. However, sales in the fourth
quarter of 1996 in the United Kingdom decreased by 9% and in Germany by 19% over the same quarter in
1995. A portion of the decline is attributed to currency translation.
Acme United is one of the largest producers of shears, scissors, rulers, first-aid kits and related products for
consumers, as well as a leading producer of metal disposable medical scissors, instruments, and sterile
procedure trays.
There were 3,387,620 common shares outstanding as of December 31, 1996.
ACME UNITED CORPORATION
FOURTH QUARTER REPORT 1996
Quarter Ended
Quarter Ended
December 31, 1996
December 31, 1995
Net Sales $9,378,000
$11,017,000
Net (Loss)/Income (634,000)
(8,724,000)
(Loss)/Earnings
Per Share (.19)
(2.61)
Year Ended
Year Ended
December 31, 1996
December 31, 1995
Net Sales $47,481,000
$52,222,000
Net (Loss)/Income (3,175,000)
(8,716,000)
(Loss)/Earnings
Per Share (.95)
(2.61)
CONTACT: Acme United Corporation Cheryl L. Kendall 75 Kings Highway Cutoff Fairfield, CT 06430
Phone: (203) 332-7330 FAX: (203) 576-1547
Spectrum Information Technologies Expects to Emerge from Bankruptcy; District Court Approves Class Action
Settlement
PURCHASE, N.Y., March 3, 1997 - Spectrum Information Technologies, Inc. announced that Judge
Frederick Block of the United States District Court for the Eastern District of New York approved the
settlement of the securities-related class action that was originally commenced against Spectrum in 1993. As a
result, Spectrum expects the effective date of its confirmed plan of reorganization, including the implementation
of the class action settlement, to occur on March 31, 1997.
Under the terms of the class action settlement, Spectrum will issue to the class plaintiffs a number of shares of
Class A Preferred Stock equal to the number of shares of Spectrum's common stock available under its
confirmed plan of reorganization to existing stockholders and the trustee for the Company's discontinued
Computer Bay subsidiary. In addition, the class plaintiffs are to receive the proceeds, net of certain fees and
expenses, from $10 million of insurance policies covering Spectrum's prior directors and officers and, as a result
of court-supervised negotiations and at the recommendation of the Court, approximately $1,350,000 (in cash or
publicly traded securities) from the various individual defendants in the action and $250,000 from Spectrum.
The insurance carriers representing $6 million out of the $10 million of the insurance that may be available to the
class plaintiffs have disclaimed coverage. The insurance carriers were unsuccessful in their attempt to disclaim
coverage following a bench trial before the U.S. District Court and have appealed the adverse decision. The
U.S. Court of Appeals for the Second Circuit held oral argument on the appeal on February 18, 1997. The
outcome of this appeal will have no financial impact on Spectrum.
Spectrum's confirmed plan of reorganization will provide all general unsecured creditors with 100 percent of the
value of their claims plus 6 percent annual interest on the effective date of the plan. It also will settle the class
action litigation by the payment of $250,000 cash and the delivery of approximately 45 percent of the equity
ownership in the reorganized company to a trustee to be distributed to the members of the class. On the
effective date, total cash distributions for unsecured claims, administrative claims and priority claims are
expected to be approximately $4 million.
Although existing Spectrum stockholders will be substantially diluted, under the terms of the plan current
shareholders should obtain the majority of the 45 percent equity ownership in the reorganized company set aside
for such shareholders and certain creditors. This should hold true even after the issuance of $300,000 worth of
stock to the liquidating trustee of Spectrum's former Computer Bay subsidiary in connection with the settlement
of the trustee's multi-million dollar claim against Spectrum.
The confirmed plan of reorganization also calls for Spectrum's management, employees and non-executive
directors participating in developing the plan of reorganization to receive the remaining 10 percent equity
ownership pursuant to an incentive stock plan.
Spectrum currently has 76,675,448 shares of common stock issued and outstanding. On the effective date,
issued and outstanding shares of common stock will be canceled and replaced with one (1) new share of
reorganized common stock for each seventy-five (75) shares of existing common stock resulting in
approximately 1 million shares of common stock issued to existing shareholders. Fractional shares will be
rounded up or down accordingly. An equal number of approximately one million new shares of Class A
Preferred Stock will be delivered to a trustee to be distributed to plaintiffs in the class action. Additionally,
approximately 227,000 new shares of reorganized common stock will be issued pursuant to the incentive stock
plan. Spectrum stock is currently traded in the NASD OTC Bulletin Board.
This press release contains statements that are "forward- looking," including those concerning the effective date
of Spectrum's plan of reorganization. Delaying the effective date of Spectrum's plan of reorganization may have
an adverse effect on the Company. Spectrum's quarterly and annual reports as filed with the Securities and
Exchange Commission discuss this and other risk factors.
SOURCE Spectrum Information Technologies, Inc. /CONTACT: Media Only: Michael Freitag of Kekst and
Company, 212-593-2655; or Investors: Spectrum Information Technologies, Investor Relations,
914-251-1800, ext. 182/