/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/980428.MBXT R O U B L E D C O M P A N Y R E P O R T E R Tuesday, April 28, 1998, Vol. 2, No. 84 Headlines ALLIANCE ENTERTAINMENT: Seeks 2-Week Exclusivity Extension BARRY'S JEWELERS: Seeks Rejection of Leases BENNETT FUNDING: Trustee Wants Simpson Thacher Out BONNEVILLE PACIFIC: Plans Reorganization BRUNO'S: Needs Global Settlement Procedure CRAGAR INDUSTRIES: Gets Credit Line ERNST HOME: Motion to Extend Time on Leases FIRST ENTERPRISE: Order Authorizes Financial Advisors FIRST ENTERPRISE: Termination of Closed Store Leases FIRST ENTERPRISE: Twenty Largest Unsecured Creditors GENERAL WIRELESS: Favorable Ruling in FCC Litigation GRAND-UNION: Arranges $300 Million Credit Facility GREATE BAY: Seeks to Employ Real Property Tax Counsel HOSPITAL STAFFING: Relationship with Arthur Andersen Ends MARVEL: Toy Biz Seeks To Disqualify Icahn Votes MANHATTAN BAGEL: Applies to Retain Local Counsel MOLTEN METAL: Applies to Employ Special Counsel NORTHWEST: Blames Delays on Unions PARAGON TRADE: Kimberly-Clark Seeks Reconsideration PEGASUS GOLD: Sale of Pullali Project Approved SEARCH FINANCIAL: Seeks Time to Assume or Reject Leases THE SCORE BOARD: Applies to Employ Special Counsel THERMADYNE HOLDINGS: Plan of Merger TRANSIT-CASUALTY: Receivership Recovers $1 Billion VENTURE STORES: Agrees to Sell Lease Rights to Kimco WESTMORELAND COAL: Amended Plan Ups Value Meetings, Conferences and Seminars ********* ALLIANCE ENTERTAINMENT: Seeks 2-Week Exclusivity Extension ---------------------------------------------------------- Claiming to be "on the verge" of filing a reorganization plan, Alliance is seeking a two-week extension of its exclusive plan filing and solicitation periods. Even though the company is ready to file the plan if compelled by the court, Alliance argued that the short extension is "at the behest and for the benefit" of the major creditor constituencies. (Federal Filings, Inc. 27-Apr-1998) BARRY'S JEWELERS: Seeks Rejection of Leases ------------------------------------------- The debtor, Barry's Jewelers, Inc. has determined to cease operations at 10 store locations, and to reject the underlying leases. The stores covered by the leases have each proved to be unprofitable. The leases are located in Biltmore Square Mall, Asheville, North Carolina; Northe Towne Square in Toledo, Ohio; Woodville Mall, Northwood, Ohio; Castleton Square in Indianapolis, Indiana; College Mall in Bloomington, Indiana; Inlet Square in Murrells Inlet, South Carolina; Santa Maria Town Center in Santa Maria, California; Southpark Mall in Strongsville, Ohio; Mill Creek Mall in Erie, Pennsylavania and First Colony Mall in Sugarland, Texas. The debtor has concluded that there is no value or equity in the leases, especially in light of the risk of incurring administrative rent related to those locations while seeking a potential assignee. BENNETT FUNDING: Trustee Wants Simpson Thacher Out -------------------------------------------------- In the latest of conflict of interest problems, U.S. Trustee Carolyn S. Schwartz asked a federal bankruptcy judge to remove the law firm of Simpson Thacher & Bartlett from the Bennett Funding Group, Inc. bankruptcy case. The trustee is also asking the judge to force the firm to give up $8 million in fees and expenses the firm has already been paid and $7.6 million Simpson says it is owed in the two year old case. Simpson denies it did anything wrong in its work for Bennett and Equivest Financial Inc., a time-share financing company that is 90% owned by Bennett but is not in bankruptcy. According to The Wall Street Journal, April 27, 1998, this dispute stems from Simpson's work last fall on the restructuring of Equivest, best known for its Resort Funding Inc., unit. Richard C. Breeden, trustee for Bennett, had the company agree to allow Credit Suisse First Boston Corp. have the first claim on Equivest assets so that the investment bank would agree to lend $105 million to refinance Equivest's debt. Breeden then had two new directors appointed to Equivest's board, voting him chairman and CEO. At the request of the Bennett creditors' committee, Breeden then had Bennett agree to convert the $25 million loan into Equivest stock. Breeden told the court that he had bought 3,000 shares of Equivest stock for about $17,000 for his own account. Schwartz said Simpson failed promptly to disclose to the court that it had done work for both Bennett and Equivest, and that the firm did "actual harm" to Bennett by allowing its position to be subordinated to Credit Suisse First Boston's interest. She also said the firm made an inadequate and late disclosure that it had advised Breeden on his personal stock purchase. Breeden said Credit Suisse First Boston merely took the place of another lender that would have been repaid before Bennett. The value of Bennett's stake in Equivest nearly tripled as a result of restructuring, he said. BONNEVILLE PACIFIC: Plans Reorganization ---------------------------------------- Nearly 6 1/2 years after filing bankruptcy, Bonneville Pacific's court- appointed trustee, Roger Segal, has proposed a plan of reorganization that soon could have the company back in business and striking out on its own. Shortly after filing for bankruptcy in 1991, many of the debtor's assets were revealed to be based upon a pyramid of paper transactions. Four of the company's officers and directors later were indicted for fraud. Over the years, the lawsuit filed by the Trustee in the case resulted in settlements that brought in more than $150 million to the company's reorganization effort. At the same time, Segal pared down the company's assets until only a core of four profitable businesses remained. Bonneville Pacific's four profitable operations are: a 50 percent interest in a large power project outside of Las Vegas; a small power plant near San Diego; an oil and gas company that owns property in Colorado, New Mexico and Kansas; and a company that manages and operates power plants. The proposed plan calls for all unsecured creditors, owed an estimated $100 million, to be paid in full with interest. Shareholders would receive stock in the reorganized company that Segal hopes will quickly qualify to be listed on NASDAQ. Bonneville's stock closed Wednesday at $1.62 per share. The stock traded as low as 1/10th of cent per share in 1994. Bondholders, owed an estimated $65 million, would receive their principal, plus simple interest at the rate of 7.32 percent, which Segal negotiated down from the 7.75 percent interest the bonds originally promised. The U.S. Bankruptcy Court still must rule on whether the disclosure statement spelling out details of the reorganization is adequate. Then creditors and others with an interest in the case will get a chance to vote on whether it is acceptable. Many shareholders and bondholders also will be eligible to share in some $15 million collected from settlements in a class-action lawsuit separate from the bankruptcy proceedings. Among those that have settled in that action are several companies that helped underwrite Bonneville Pacific's securities offerings. (Salt Lake Tribune; 04/23/98) BRUNO'S: Needs Global Settlement Procedure ------------------------------------------ PWS Holding Corporation and Bruno's Inc. et al, need a global settlement procedure to settle prepetition claims against their estates. The debtors currently face 205 discrimination claims, 20 wage claims, 244 personal injury claims that have progressed to the level of actual litigation, and 10 garnishment claims. The debtors are seeking approval of the court for the procedures to settle these claims. CRAGAR INDUSTRIES: Gets Credit Line ----------------------------------- Cragar Industries Inc., which has been on rocky financial footing since its largest customer filed for bankruptcy protection last year, said it has secured an $8.5 million credit line from NationsCredit Commercial Funding. (Arizona Republic; 04/24/98) ERNST HOME: Motion to Extend Time on Leases ------------------------------------------- Ernst Home Center, Inc. states that since November 1996, the debtors have been liquidating their assets under Chapter 11. There are six leases, thirteen subleases and nine other leases, which generate annual net cash flow to Ernst of approximately $800,000, Ernst is actively negotiating a transaction to sell its interest in the Income Leases for $6 million. Ernst requests that the court further extend its deadline to assume or reject the leases through and including July 31, 1998. The debtor claims that the complexity of the case and the large number of leases involved justifies an extension. The income leases are among the primary assets of the estate, and Ernst agrees to comply with its obligations under the leases. FIRST ENTERPRISE: Order Authorizes Financial Advisors ----------------------------------------------------- On March 17, 1998, Judge Ronald Barliant authorized the retention and employment of John Kolleng, Nancy A. Ross and High Ridge Partners, Inc. as their financial advisors. The debtors are seeking authorization to pay an increased retainer of $37,500 to debtors' financial advisors. FIRST ENTERPRISE: Termination of Closed Store Leases ---------------------------------------------------- First Enterprise Financial Group, Inc. f/k/a Centre Capital Funding Corporation and First Enterprise Acceptance Company, debtors, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on March 12, 1998. Prior to filing their petition, the debtors closed 21 stores. To the extent that the closed store leases have not otherwise been terminated prior to the petition date, the debtors request authority to reject the closed store leases to avoid any administrative claims that may be asserted against the estate. The debtors believe that the rejection of the leases is in the best interest of the debtors' estates and that the leases, insofar as they are still in effect, are onerous and burdensome to the debtors. FIRST ENTERPRISE: Twenty Largest Unsecured Creditors ---------------------------------------------------- The 20 Largest Unsecured Creditors of First Enterprise Financial Group, Inc. Banc One Capital Corporation Florida Infomanagement Services, Inc. Moody's Investor Sevice Mayer, Brown & Platt The Nasdaq Stock Market, Inc. Coopers & Lybrand Grubb & Ellis Management USN Communications Berry, Adams, Quackenbush & Dunbar Valentine & Mays PR Newswire, Inc. Rentokil Inc. System Packing Federal Express CSC Corporation SNL Securities Lucent Technologies CompuServe Drost, Schultz & Pohl Ameritech The 20 Largest Creditors of First Enterprise Acceptance Company Emerald Coast Auto Sales, Inc. Fiserve Integration Solutions Bell South New York Life Fortis Benefits United Parcel Service National Computer Point, Inc. Hand Arendall, LLC Howard Graphics Printing & Engraving AT&T Manpower, Inc. Federal Express, Inc. Dell Computer Business Telephone Systems Albergotti & Davidson LLP Regions Bank/Leasing Div. GTE Carleton, Inc. LaMalle Revocable Trust Betbeze Realty Co. GENERAL WIRELESS: Favorable Ruling in FCC Litigation ---------------------------------------------------- In a lengthy bench ruling, Federal Bankruptcy Judge Steven A. Felsenthal avoided $954 million in note obligations to the Federal Communications Commission ("FCC") that were executed in March, 1997 shortly before the FCC suspended payments on all C-Block debt on March 31, 1997. The Court determined that reasonably equivalent value was not exchanged when the FCC granted 14 C-Block PCS licenses to subsidiaries of General Wireless, Inc. in January, 1997. The Court revealed the licenses to $166 million as of January 27, 1997. After application of the $106 million in payments already made to the FCC, GWI's remaining obligation is now $60 million. Roger D. Linquist, President and Chief Executive Officer of GWI, said, "We applaud the Court's findings and look forward to quickly deploying our network and providing the low cost wireless telecommunications services that were envisioned when General Wireless was formed four years ago." Under federal bankruptcy law, a constructive fraudulent conveyance cause of action must be filed within one year of the transaction. The GWI case is unique in that it is the only C-Block licensee to file a claim within one year of the grant of its FCC licenses. These circumstances may not exist for other C-Block licensees and could preclude them from pursuing similar remedies. "We still have several hurdles to clear but today's ruling provides a commercially viable solution which will enable GWI to get a reorganization plan confirmed," Linquist said. While the FCC may appeal the decision, the Court expressed its belief that the ruling will actually help the FCC to fulfill its Congressional mandate to quickly deploy licenses, increase competition and foster small business entry into the wireless telecommunications industry. "Our creditors and equity investors have been very supportive during this litigation, and we expect they will continue their commitment to enable the company to emerge from Chapter 11." GRAND-UNION: Arranges $300 Million Credit Facility -------------------------------------------------- The Grand Union Company said today that it has signed a firm underwritten commitment letter from S.B.C. Warburg Dillon Read and Lehman Brothers for a $300 million credit facility as part of the Company's proposed capital restructuring plan. Receipt of this commitment was an integral requirement of the capital restructuring plan negotiated with an unofficial committee of Senior Noteholders representing approximately $275 million of the Company's $595 million in Senior Notes and announced on March 30. As previously announced, the Company expects to commence the solicitation of consents from the Senior Noteholders and the holders of its preferred stock within the next two weeks. Grand Union anticipates the filing of a voluntary prepackaged Chapter 11 petition within approximately 30 days after the commencement of the solicitation. Under terms of the proposed restructuring plan, trade and business creditors will be unimpaired and will continue to be paid in the ordinary course of business. J. Wayne Harris, Chairman of the Board and Chief Executive Officer, said, "It is our expectation that we will emerge from a voluntary prepackaged bankruptcy this summer as a vibrant new Company, significantly deleveraged and prepared to move ahead aggressively with a growth-oriented five-year business plan. Upon approval of our financial restructuring by the Noteholders and confirmation in the bankruptcy court, we will be well positioned to become one of the premier supermarket chains in the areas in which we operate." Mr. Harris said, "Implementation of the capital restructuring plan will mark the first time in more than 10 years that Grand Union can operate without the onerous debt burden that has prevented it from being truly competitive. The deleveraging will eliminate all $595 million of the Company's Senior Notes will help to provide the necessary funds for the Company to execute its business plan and take advantage of our strong growth and capital development potential. It is important to note that the plan intends that all trade and business creditors will be unimpaired." The Company also announced that five members of its Board of Directors have resigned. They are James J. Costello, Clifford A. Miller, Geoffrey T. Moore, Roger E. Stangeland and J. Richard Stonesifer. The resigning Directors were representatives or appointees of preferred shareholders. No successors were named and the Board is now comprised of the remaining six Directors. Pursuant to the restructuring plan, the Board of the reorganized Company shall include Mr. Harris, Jack W. Partridge, Vice Chairman and Chief Administrative Officer, and Gary M. Philbin, President and Chief Merchandising Officer. The Board will also include eight independent Directors to be nominated by the unofficial committee of Senior Noteholders. Additionally, the Company said it received a letter from representatives of the preferred shareholders stating that they do not approve the terms of the capital restrucuturing plan. They further stated they do not believe the Company may solicit consents to the capital restructuring plan without their consent. The Company said it believes that the position stated by the representatives of the shareholders is without merit, and as such, the Company is proceeding to implement the agreement in principle reached with the Noteholders Committee. GREATE BAY: Seeks to Employ Real Property Tax Counsel ----------------------------------------------------- Greate Bay Hotel and Casino, Inc., GB Holdings, Inc. and GB Property Funding Corp. are applying for an order authorizing and approving the employment of Rosenblum, Wolf & Lloyd, PA as special real property tax counsel, particularly with respect to 1996 and 1997 real property tax appeals. For the services of attorneys Edward G. Rosenblum and John R. Lloyd, the firm charges $350. per hour. HOSPITAL STAFFING: Relationship with Arthur Andersen Ends --------------------------------------------------------- In its Form 8K filed with the Securities Exchange Commission on April 22, 1998, Hospital Staffing Services reported that on April 2, 1998 the client-auditor relationship between Hospital Staffing Services, Inc. and Arthur Andersen, LLP ceased. It was a decision made by the Company's' prior management. The Company considers this to be an urgent matter and wants to ratify the actions of prior management. A formal resolution or ratification of prior management's actions will be obtained and filed promptly. As was previously reported the Company filed for protection under Chapter 11 of the Federal Bankruptcy Code and as such engagement of another accounting firm requires approval from the Court. The Company has been engaged in discussions with Ernst & Young, LLP and a proposal has been put before the Court; however, the required approval was not obtained as of Friday, April 10, 1998. On-going discussions continue with Ernst & Young, LLP to overcome the obstacles presented by the Court. During the period, subsequent to the non-acceptance of the Ernst & Young, LLP proposal, the Company has continued to contact, hold discussions and negotiate acceptable fee arrangements with a series of accounting firms including Ernst & Young, LLP. Upon selection and approval of fee arrangements by the Courts, an announcement of the company's external accounting firm will be issued immediately. It is the Company's intention to complete this process with all prudent haste. MARVEL: Toy Biz Seeks To Disqualify Icahn Votes ----------------------------------------------- Claiming that ballots have not been cast in good faith, Toy Biz Inc. has asked the court to disqualify votes by Carl Icahn's High River Limited Partnership and Westgate International L.P. to reject Toy Biz's reorganization plan for Marvel. In addition, Toy Biz argued that the secured debt purchased by High River and Westgate should be disallowed because Marvel and its affiliates have offsetting claims well in excess of $60 million. (Federal Filings Inc. 27-Apr-98) MANHATTAN BAGEL: Applies to Retain Local Counsel ------------------------------------------------ Manhattan Bagel Company, Inc. and I. & J. Bagel, Inc. seek to retain Aaron, Dautch, Sternberg & Lawson LLP as local counsel for the debtors in the Bagel Brothers litigation. This firm would aid the firm of Del Deo, Dolan, Griffinger & Vecchione in relation to Manhattan Bagel's $6 million claim against the Bagel Brothers entities. MOLTEN METAL: Applies to Employ Special Counsel ----------------------------------------------- Molten Metal Technology, Inc. and its affiliates, as debtors, seek authority to employ the law firm of Foley Hoag & Eliot LLP and Arnold M. Zaff, of the firm to serve as special counsel in connection with corporate, securities, domestic and foreign tax, labor and environmental matters. The debtors wish to continue and expand relationships in which they license and share use of their technologies in the context of joint ventures and to negotiate profitable domestic and foreign licensing agreements. The debtors need the services of counsel with expertise in technology and joint venture transactions to effectuate these agreements. The court has previously approved the applications to employ Cohn & Kelakos LLP, debtors' Chapter 11 counsel and Latham & Watkins as special counsel to address governmental investigatory and procurement issues. The debtors have also applied to hire Hamilton, Brook, Smith & Reynolds to serve as special intellectual property counsel; and Bass, Berry & Sims Plc to serve as special counsel to address sales and use tax abatement proceedings in the State of Tennessee. The debtors state that the services of these professionals do not overlap. NORTHWEST: Blames Delays on Unions ---------------------------------- Northwest Airlines Corp. said Wednesday that a small number of its union workers were causing flight delays and cancellations to spur movement in contract talks that began in late 1996. A few members of the Machinists union and possibly the Air Line Pilots Association grounded some aircraft for little or no cause in the last few days, causing delays at airports in Detroit and Minneapolis-St. Paul, Northwest spokesman Jon Austin said. Pilots and some mechanics can cancel a flight and ground a plane for mechanical reasons. Recently, an average of more than 40 of Northwest's 1,700 daily flights have been grounded, up from a more typical 20 to 30. Austin said only a small minority of workers may have abused the power. The Eagan, Minn.-based airline began wage talks in September, 1996, with its six unions, whose members took pay cuts in 1993 to keep the airline from going bankrupt. Its three largest unions are the Machinists, with 27,000 members; the Teamsters, which represents 10,000 flight attendants, and the pilots association, with 6,120 members. The unions said in a statement Wednesday that they will conduct informational picketing about the talks Friday at Northwest's annual shareholders meeting in New York. The airline reported a profit of $71 million for the first quarter, up 9.9 percent from a year ago and exceeding Wall Street's expectations. (Chicago Sun-Times; 04/23/98) PARAGON TRADE: Kimberly-Clark Seeks Reconsideration --------------------------------------------------- Kimberly-Clark Corporation (KC) filed a motion with respect to the order granting limited relief from the automatic stay entered on April 10, 1998. KC initiated this matter when it filed its motion for relief from stay. The motion sought authority from the court for KC to continue litigation pending against the debtor Paragon Trade Brands, Inc. in the U.S. District Court for the Northern District of Texas. KC states that the court's order exceeds the bankruptcy court's subject matter jurisdiction. The order includes a directive to KC to respond to reasonable requests by the debtor regarding whether an "alternative product" designed by debtor infringes any patent owned by KC. This directive in no way relates to KC's motion or any other party's motion and therefore the court's order does not address any issue properly before it. KC also argues that the Texas action is not properly before this court, that the bankruptcy court lacks personal jurisdiction over KC matters other than those directly raised by the motion for relief from the stay, that the bankruptcy court does not have authority to grant the relief ordered (by issuing what amount to a mandatory injunction), and the order appears to require KC to waive its attorney client privilege, by identifying the patent infringements. PEGASUS GOLD: Sale of Pullali Project Approved ---------------------------------------------- A hearing having been held on April 10, 1998, Judge Gregg W. Zive entered an order authorizing the debtors to sell by means of an auction their wholly owned nondebtor susidiary, Pegasus Minera de Chile, Ltda., which owns a gold development and production project located near Santiago, Chile, called the Pullali Project. SEARCH FINANCIAL: Seeks Time to Assume or Reject Leases ------------------------------------------------------- Search Financial Services Acceptance Corp., and its affiliates, as debtors seek time to assume or reject unexpired leases of nonresidential real property. The debtors state that they require additional time to evaluate thoroughly and determine the proper disposition of each lease. They believe that an extension of time to assume or reject the leases through confirmation is justified. The debtors claim that the leases are indispensable to the debtors' reorganization efforts, and that the debtors must preserve their right to continued occupancy to enable them to carry on their business operations. A proposed sale of substantially all of the assets of MS is set for April 23, 1998 and it is unclear how that sale will impact the debtors' determination of the leases that should be assumed or rejected. If the 60-day period is not extended, the debtors will be compelled either to assume large, long-term liabilities or to forfeit the leases prematurely. The extension of time requested will enable them to make informed business judgments. THE SCORE BOARD: Applies to Employ Special Counsel -------------------------------------------------- The Score Board, Inc. and The Score Board Holding Corporation filed an application to employ Cohen & Silverman as special counsel to the debtors. The debtors desire to employ Cohen & Silverman as special counsel to continue to advise and represent the debtors with respect to the debtors' ongoing marketing and promotional campaigns and programs, including a sweepstakes drawing for a valuable trading card, or the random distribution of redemtpion cards pursuant to which a holder can redeem particular cards for memorabilia. The attorney that the firm anticipates will provide services to the debtors charge between $200 and $300 per hour. THERMADYNE HOLDINGS: Plan of Merger ----------------------------------- In a Registration statement filed with the Securities Exchange Commission on April 23, 1998, Thermadyne Holdings Corporation reported that a special meeting of stockholders will be held on May 21, 1998 to consider and vote on a proposal to approve and adopt an Agreement and Plan of Merger dated as of January 20, 1998, between the Company and Mercury Acquisition Corporation, pursuant to which MergerSub will be merged with and into the Company. Pursuant to the Merger, each share of common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the effective time of the Merger (other than (i) Shares held by the Company as treasury stock or owned by MergerSub, which Shares shall be canceled, and (ii) Shares as to which appraisal rights have been validly perfected) will be converted at the election of the holder thereof and subject to the terms described herein, into either (a) the right to receive $34.50 in cash or (b) the right to retain one fully paid and nonassessable share of the Company's common stock following the Merger. Approval and adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of the Company's common stock entitled to vote at the Special Meeting. TRANSIT-CASUALTY: Receivership Recovers $1 Billion -------------------------------------------------- The liquidator for Transit Casualty Co. has announced that it has recovered $1 billion in assets for Transit Casualty's policyholder claimants and creditors. According to court-appointed liquidator Burleigh Arnold, this is a significant milestone for Transit Casualty in Receivership. Transit Casualty, founded in 1945, was a Missouri-chartered property and casualty company which state regulators declared insolvent in 1985. In 1990, the company was declared by the U.S. Congress "to be the Titanic of property and casualty insurance insolvencies in the nation's history, with liability and outstanding claims of approximately $4 billion." During the liquidation process, the bankrupt company has maintained offices in Los Angeles and Jefferson City, Mo. The announcement regarding the collection milestone was made in a report issued by Arnold to Transit Casualty creditors and policyholder claimants. That report noted that Transit has paid its creditors more than $230 million and has allocated more than $637 million for payments to court-approved creditors, the large percentage of which are located outside Missouri. "Insurance industry experts said we'd be lucky to collect $300 million," said Arnold, who attributes the Receivership's success to the "dedicated work of the Transit Casualty Collection team." The Receivership is under the supervision of Jefferson City Circuit Judge Byron L. Kinder. In addition to Arnold and his staff, the collection team has consisted of Big 6 accounting firm Ernst & Young and general counsel McCarthy, Leonard, Owen, et al., St. Louis, all of whom have been working to collect assets and pay the defunct company's claims. VENTURE STORES: Agrees to Sell Lease Rights to Kimco ---------------------------------------------------- Venture Stores, Inc. announced today that it plans to sell and assign the leases on most of its stores and other real estate to Kimco Realty Corporation. Kimco is finalizing an agreement to lease a majority of the stores to Kmart Corporation and has preliminary commitments from several other retailers to take over most of Venture's other locations. Venture will receive at least $95.0 million in cash, less certain closing adjustments, from Kimco, but could receive more based on the final lease arrangements. The court is expected to review the Kimco offer, which has the support of the official committee representing Venture's creditors, and any competing bids for the lease rights and rule on the proposed transaction at a hearing on June 1. With bankruptcy court approval, Venture will hire an outside firm to conduct inventory clearance sales at all of its store locations. Customers will have through May 7 to make returns or exchanges, and to redeem gift certificates. Inventory clearance sales at all stores will begin as soon as possible after the court approves the transaction, which Venture expects will happen at a hearing on May 7. The company anticipates that most of its locations will be turned over to new tenants this summer. In a press release issued by Kimco Realty Corp., the company stated that subject to bankruptcy court approval it will purchase Venture's leasehold position at 89 locations, including 56 properties pursuant to two unitary leases currently in place with Kimco, 30 properties pursuant to a master lease with Metropolitan Life Insurance Co. and three properties leased by Venture from others. Kimco said it also entered into an agreement with Metropolitan Life to purchase the 30 fee and leasehold positions of the properties currently leased to Venture. WESTMORELAND COAL: Amended Plan Ups Value ----------------------------------------- Westmoreland Coal Co. amended its plan of reorganization to reflect a revised estimate of the company's reorganization value of approximately $221.5 million, an increase from the $200 million estimate in the company's original plan. The company noted that the $221.5 million value does not include the assumption of certain employee obligations pursuant to the plan but does include the 20% interest in Westmoreland Resources Inc. held by Morrison Knudsen Corp. (Federal Filings, Inc. 27-Apr-98) Meetings, Conferences and Seminars ---------------------------------- April 27, 1998 THE NEW YORK BAR ASSOCIATION Continuing Legal Education Seminar: "The Bankruptcy Code and New York Matrimonial Law -- Anticipating and Dealing with Insolvency in a Divorce" Southgate Tower Hotel, New York City Contact: 1-800-582-2452 April 30-May 3, 1998 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Grand Hyatt, Washington, D.C. Contact: 1-703-739-0800 May 1-3, 1998 NATIONAL ASSOCIATION OF CONSUMER BANKRUPTCY ATTORNEYS 6th Annual Convention Fountainbleau Hilton Resort, Miami, Florida Contact: 1-703-803-7040 May 7-9, 1998 AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION 20th Annual Advanced ALI-ABA Course of Study in Banking and Commercial Lending Law Renaissance Stanford Court Hotel San Francisco, California Contact: 1-215-243-1630 May 18, 1998 THE NEW YORK BAR ASSOCIATION Continuing Legal Education Seminar: "The Bankruptcy Code and New York Matrimonial Law -- Anticipating and Dealing with Insolvency in a Divorce" Buffalo Hilton, Buffalo, New York Contact: 1-800-582-2452 May 22-25, 1998 COMMERICAL LAW LEAGUE OF AMERICA 50th New England District Annual Meeting Ocean Edge Resort & Golf Club Cape Cod, Massachusetts Contact 1-617-720-1355 May 28-30, 1998 THE NEW YORK BAR ASSOCIATION Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy Seattle, Washington Contact: 1-800-CLE-NEWS May 31-June 5, 1998 COMMERICAL LAW LEAGUE OF AMERICA CLLA Credit Institute Marquette University, Milwaukee, Wisconsin Contact 1-312-781-2000 June 3-6, 1998 ASSOCIATION OF INSOLVENCY ACCOUNTANTS Seminar San Francisco, California Contact 1-541-858-1665 June 4-6, 1998 AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION Fundamentals of Bankruptcy Law Charleston Place, Charleston, South Carolina Contact: 1-800-CLE-NEWS June 8-9, 1998 TURNAROUND MANAGEMENT ASSOCIATION Advanced Education Workshop & Legislative Conference Radisson Plaza, Charlotte, North Carolina Contact 1-312-857-7734 June 11-12, 1998 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. 1st Annual Conference on Corporate Reorganizations The Palmer House, Chicgo, Illinois Contact 1-903-592-5169 or ram@ballistic.com June 11-14, 1998 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, Michigan Contact: 1-703-739-0800 July 2-5, 1998 NORTON INSTITUTES ON BANKRUPTCY LAW Western Mountains Bankruptcy Law Institute Jackson Lake Lodge, Jackson Hole, Wyoming Contact 1-770-535-7722 July 16-19, 1998 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Sea Crest Resort, Falmouth, Massachusetts Contact: 1-703-739-0800 July 23-24, 1998 THE PRACTICING LAW INSTITUTE How to Handle Consumer Bankruptcy Cases: A Practical Step-by-Step Guide PLI Conference Center, New York City Contact: 1-800-260-4PLI July 23-25, 1998 AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION Chapter 11 Business Reorganizations (Advanced Course) Santa Fe, New Mexico Contact: 1-800-CLE-NEWS July 24-29, 1998 COMMERICAL LAW LEAGUE OF AMERICA 104th Annual Convention Ritz Carlton, Amelia Island, Florida Contact: 1-312-781-2000 August 6-9-1998 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop Daufuskie Island Club & Resort, Hilton Head, South Carolina Contact: 1-703-739-0800 September 9-13, 1998 NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES Annual Convention Sheraton El Conquistador, Tuscon, Arizona Contact: 1-803-252-5646 September 17-20, 1998 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference The Inn at Loretta, Santa Fe, New Mexico Contact: 1-703-739-0800 September 17-20, 1998 COMMERCIAL LAW LEAGUE OF AMERICA Midwest Mid-Year Meeting Oak Brook Hills Resort & Hotel Oak Brook, Illinois Contact: 1-616-372-6500 September 21-23, 1998 STATES' ASSOCIATION OF BANKRUPTCY ATTORNEYS 7th Annual States' Taxation and Bankruptcy Conference Hotel Santa Fe, Santa Fe, New Mexico Contact: 1-505-827-0728 September 25-26, 1998 VIRGINIA CONTINUING LEGAL EDUCATION 13th Annual Nid-Atlantic Institute on Bankruptcy and Reorganization Practice Boar's Head Inn, Charlottesville, Virginia Contact: 1-800-979-8253 October 8-10, 1998 AMERICAN LEGAL INSTITUTE-AMERICAN BAR ASSOCIATION Real Estate Defaults, Workouts, and Reorganization Charleston, South Carolina Contact: 1-800-CLE-NEWS October 16-20, 1998 TURNAROUND MANAGEMENT ASSOCIATION 1998 Annual Conference The Westin Hotel, Chicago, Illinois Contact 1-312-857-7734 November 30-December 1, 1998 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. 5th Annual Conference on Distressed Debt Plaza Hotel, New York, New York Contact 1-903-592-5169 or ram@ballistic.com December 3-5, 1998 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Westin La Paloma, Tucson, Arizona Contact: 1-703-739-0800 May 3-4, 1999 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Bankruptcy Sales, Mergers & Acquisitions San Francisco, California Contact 1-903-592-5169 or ram@ballistic.com The Meetings, Conferences and Seminars column appears in the TCR each Tuesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* The Meetings, Conferences and Seminars column appears in the TCR each Tuesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Bond pricing, appearing each Friday, is supplied by DLS Capital Partners, Dallas, Texas. S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter, co- published by Bankruptcy Creditors' Service, Inc., Princeton, NJ, and Beard Group, Inc., Washington, DC. Debra Brennan and Lexy Mueller, Editors. Copyright 1998. All rights reserved. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $575 for six months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 301/951-6400. * * * End of Transmission * * *