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/raid1/www/Hosts/bankrupt/TCR_Public/990322.MBXT R O U B L E D C O M P A N Y R E P O R T E R Monday, March 22, 1999, Vol. 3, No. 55 Headlines AMERICA WEST: Four Year Battle May End in Strike ATLAS CORP: Resolves Millsite Liability CONTINENTAL INVESTMENT: Engages New Accounting Firm FINE HOST: Court Approves Disclosure Statement HEARTLAND: Announces Confirmation of Plan of Reorganization HOMEPLACE: Some Creditors Have Cash Option Under Merger JWA SECURITY: Files Chapter 7 MARS CASINO: Hearing Delayed MARTIN COLOR-FI: Court Grants Extension for Filing Plan MOBILEMEDIA: Proposes 2 Way Narrowband PCS Network NEWSTAR RESOURCES: Involuntary Petition Filed Against Sub ORLEANS RESOURCES: Plan Approved By Shareholders PARAGON TRADE: Seeks To Remove Seal From Pleading PITTSBURGH PENGUINS: Investors Submit Plan PRIMARY HEALTH SYSTEMS: Case Summary & 20 Largest Creditors PRIMESTAR: Further Extension of Tender Offer RINCON ISLAND: Joint Motion Re: Exclusivity RIO GRANDE: Exco Completes Acquisition RUTHERFORD-MORAN: Merger With Chevron Thailand SEARCH FINANCIAL: Seeks To Withdraw Registration Statement STELLEX: Acquires Outstanding Stock of Phoenix Microwave STORMEDIA INC: Stipulation Re: Sale of Malay Assets TELEPAD: Case Summary & 20 Largest Creditors TEXFI: Announces Fourth Quarter and Year-End Results WEINER'S STORES: Announces Fourth Quarter Results WILSHIRE FINANCIAL: Postpetition Financing WINDSOR ENERGY: Joint Motion Re: Exclusivity ********* AMERICA WEST: Four Year Battle May End in Strike ------------------------------------- A four-year dispute over wages is coming to a head today as America West Airlines prepares for a strike by its flight attendants that could begin tonight. Unless an agreement is reached, flight attendants could strike as early as 12:01 a.m. EST Saturday, a minute after the end of a 30-day cooling- off period set by the National Mediation Board. The 2,300 attendants have been working without a contract since voting to unionize in 1994, three years after America West filed for bankruptcy protection and employees took pay cuts designed to help the company get back on its feet. ATLAS CORP: Resolves Millsite Liability --------------------------------------- Atlas Corporation (OTC Bulletin Board: ATSP) announced an agreement in principle for its release from all future liability with respect to its uranium mill and tailings impoundment (Millsite) near Moab, Utah. The agreement was reached with the U.S. Nuclear Regulatory Commission, the State of Utah, ACSTAR (surety provider for Atlas) and Atlas' Unsecured Creditor's Committee after negotiations to avoid lengthy and expensive litigation over the future of the Millsite. As consideration for this release, Atlas has agreed to contribute certain Millsite related assets to a Trust to be controlled by the government. Elimination of this liability should coincide with confirmation of Atlas' plan of reorganization, possibly by late summer. A definitive letter agreement is being prepared, and upon execution will be submitted to the bankruptcy court for approval, anticipated within 60 days. Richard E. Blubaugh, Executive Vice President for Atlas stated, "The long and arduous process of seeking approval for closure of the Millsite is nearly complete, and ironically this has little to do with the recently issued final EIS. When first initiated over 10 years ago, I could not have predicted the severe economic harm this protracted regulatory process would have on Atlas. It remains our hope that the Millsite, particularly the tailings pile, will be managed to the benefit of human health and the environment." The agreement is a critical component of Atlas' efforts to reorganize under Chapter 11 bankruptcy laws. Other components of the plan include: (1) completing the divestiture of Cornerstone Industrial Minerals Corporation (Cornerstone), (2) the divestiture of non-core assets and the filing for protection under Chapter 11 for Atlas Precious Metals Inc. (APMI) and Atlas Gold Mining Inc. (AGMI) and (3) restructuring around the Bolivian operations of Arisur Inc. Atlas' divestiture of Cornerstone is complete. The Offer by Seven Peaks Mining, Inc. was launched on December 23, 1998, the shares have been taken up and paid for, and the Atlas debt has been settled. Atlas netted approximately $2.9 million on this divestiture. As a part of its efforts to reorganize, two of Atlas' subsidiaries, APMI and AGMI, filed for protection under Chapter 11 on January 26, 1999. The Bankruptcy Court has approved joint administration of these cases reducing administrative costs and affording greater flexibility for the reorganization. APMI is a wholly owned subsidiary of Atlas and AGMI, in turn, is wholly owned by APMI. The principal assets of APMI and AGMI are the 100% controlled Grassy Mountain and Gold Bar gold properties located in Oregon and Nevada, respectively. Geographe International MFS Inc., subject to bankruptcy court approval, has been engaged as Atlas' exclusive agent to seek a purchaser for APMI, or for one or both of these properties. Atlas' reorganization is centered on Arisur, Atlas' Bolivian mining subsidiary, which remains as its key asset. However, to complete the reorganization, further development of the existing reserves at depth must be financed through additional debt and/or equity. The development program as designed will reduce unit costs, through delivery of improved head grades to the mill and more efficient handling of ore. Atlas' President Mr. Gregg B. Shafter commented that, "The anticipated agreement concerning the Millsite is significant. For the first time in over ten years Atlas no longer carries the uncertain liability often attributed to the Millsite. This agreement will greatly enhance our efforts to reorganize Atlas and emerge from protection under Chapter 11. Funds derived from the sale of Cornerstone will facilitate Atlas' goal of a successful reorganization." CONTINENTAL INVESTMENT: Engages New Accounting Firm --------------------------------------------------- Effective on March 10, 1999, Continental Investment Corporation engaged the accounting firm of Belew Averitt LLP, Dallas, Texas as the Company's independent accountants to replace its prior auditors who were dismissed by the Company on March 10, 1999. The new accountants have been engaged to audit and report on the financial statements of the Company for its fiscal year ended December 31, 1998. This action to replace the Company's auditors was approved by the Board of Directors of the Company. FINE HOST: Court Approves Disclosure Statement ---------------------------------------------- Fine Host Corporation (OTC Bulletin Board: FINE) reported today that it has received approval from the Bankruptcy Court of its Disclosure Statement for its Plan of Reorganization. The approval of the Disclosure Statement allows Fine Host to commence the solicitation of votes for approval of its Plan of Reorganization. The Disclosure Statement and ballots to vote on the plan are expected to be mailed by April 2, 1999. The deadline for returning the completed ballots is May 7, 1999. The hearing to consider confirmation of the Plan is scheduled for May 18, 1999. "We are pleased to be soliciting acceptances of a Plan which is supported by holders of 92 percent in principal amount of the Company's outstanding Convertible Subordinated Notes, Fine Host's largest creditor constituency," said William D. Forrest, president and chief executive officer. "With their support, we are hopeful that the Plan will be confirmed in May, enabling Fine Host to complete its restructuring and successfully emerge from Chapter 11 later that month with a de-leveraged balance sheet, sufficient cash to fund operations going forward and the ability to access capital to fund new growth initiatives." Fine Host Corporation and its affiliates provide food and beverage concession and catering services to approximately 900 facilities, primarily through multi-year contracts in the following markets: the recreation and leisure market (arenas, stadiums, amphitheaters, civic centers and other recreational facilities); the convention center market; the education market (colleges, universities and elementary and secondary school nutrition programs); the business dining market (corporate cafeterias, office complexes and manufacturing plants); the health care market (long-term care facilities and hospitals); and the corrections market (prisons and jails). HEARTLAND: Announces Confirmation of Plan of Reorganization ----------------------------------------------------------- Heartland Wireless Communications, Inc., a provider of wireless broadband network and multichannel subscription television services at 2.1 GHz to 2.7 GHz, today announced that the U.S. Bankruptcy Court for the District of Delaware has confirmed its prenegotiated plan of reorganization, which was filed under Chapter 11 of the U.S. Bankruptcy Code on December 4, 1998. The company noted that the Plan received the support of all classes of creditors voting on the Plan, including the holders of over 99% in principal amount of the company's senior notes. The company also announced that concurrently with its emergence from Chapter 11, it intends to change its corporate name to Nucentrix Broadband Networks, Inc., to more accurately reflect its new business plan focus. As disclosed in prior public filings, the confirmed Plan provides, among other things, for the conversion of $325 million of senior and subordinated debt into approximately 100% of the outstanding common stock of the reorganized company. The company expects to emerge from Chapter 11 with approximately $12 million in net long-term debt relating to FCC spectrum licenses in over 80 markets, and available cash of at least $25 million. On the effective date of the Plan, which the company expects to be April 1, 1999, the company will change its name to Nucentrix Broadband Networks, Inc. and restructure its business in the following four wholly owned subsidiaries: Nucentrix Internet Service, Inc., Nucentrix Telecom Services, Inc., Nucentrix Spectrum Resources, Inc. and Heartland Cable Television, Inc. Nucentrix Internet will operate the company's high-speed Internet access business. The company currently operates one high-speed Internet business in Sherman and Denison, Texas, which provides Internet access to medium-sized businesses and SOHOs at speeds of up to 1.54 Mbps. The company currently is constructing a similar system in Austin, Texas, which it expects to launch under the Nucentrix(tm) name in May 1999. The company plans to roll out similar services in other markets. Nucentrix Telecom will be formed to test, develop and operate wireless broadband IP (Internet Protocol) telephony services, including wireless local loop voice services. Nucentrix Spectrum will own the company's MMDS spectrum rights, including BTA (basic trading area) licenses, MMDS channel licenses and leases and WCS (wireless communications service at 2.3 GHz) spectrum rights, as well as the company's wireless transmission facilities and site leases. Heartland Cable will operate the company's existing subscription television business, which serves approximately 158,000 subscribers in 57 markets and offers combined MMDS and DIRECTV(R) programming in 51 of the 57 markets. This business will continue to operate under the name Heartland Cable Television(tm). Carroll D. McHenry will remain Chairman and CEO of Nucentrix. The company stated that certain conditions were required to be satisfied or waived before the Plan could become effective, including filing a shelf registration statement on Form S-1 with the Securities and Exchange Commission for shares of common stock of Nucentrix to be held by persons who may be considered affiliates of the reorganized company, and filing certain information with the Federal Communications Commission relating to the transfer of MMDS channel rights to the reorganized company. The company believes that all conditions to the effectiveness of the Plan will be satisfied or waived by the anticipated effective date of the Plan. Heartland Wireless Communications, Inc. provides wireless broadband network and multichannel subscription television services in the 2.1 GHz to 2.7 GHz range. Heartland operates a high-speed Internet access business in one market, and provides wireless subscription television service to approximately 158,000 subscribers in 57 markets. Heartland currently holds broadband wireless spectrum rights in over 80 small to mid-size markets in the central United States. DIRECTV is a trademark of DIRECTV, Inc., a unit of Hughes Electronics Corporation. HOMEPLACE: Some Creditors Have Cash Option Under Merger ------------------------------------------------------- HomePlace Stores Inc. could emerge from bankruptcy some time in early June, if the recently announced merger with Waccamaw Corp. goes through as planned. Which retailer will end up with the dominant ownership position in the new company, HomePlace of America Inc., will depend on a liquidity feature written into the agreement. The provision allows creditors to tender their shares for cash. An affiliate of Waccamaw is providing the limited liquidity feature, something that will likely push Waccamaw into the position of majority shareholder over time. The deal has been in the works for nearly five months. HomePlace expects to file a plan of reorganization by the end of this month. (The Daily Bankruptcy Review and ABI Copyright c March 19, 1999) JWA SECURITY: Files Chapter 7 ----------------------------- JWA Securities Services Inc., which was once rated as a fast-growing private company, abruptly closed its doors and was expected to file for chapter 7 bankruptcy liquidation yesterday, the company's attorney said in a Sacramento Bee report. The attorney said the closing was not planned, but that it occurred after efforts to restructure the 300- employee security firm failed. JWA was unable to bring in enough business to sustain itself, particularly after several private and state security contracts expired around Jan. 1. The only hint about the company's financial situation was earlier in the month when JWA delayed issuing paychecks for two days. (ABI 19-Mar-99) MARS CASINO: Hearing Delayed ---------------------------- U.S. Bankruptcy Court hearings on the Mars Casino and former manager Rob Saucier have been rescheduled in April. Creditors were supposed to meet Tuesday morning to ask questions about the $3.2 million in debts from the now bankrupt Spokane Mars Limited Partnership, parent company of the Mars Casino in downtown Spokane. Saucier, former manager and part owner, was supposed to attend the meeting and answer questions about the accounts of the business. The hearings have been moved to April 21-22 because of court filings by Saucier's attorney, Thomas Crowe of Las Vegas. Crowe argues Saucier shouldn't be considered the representative - and therefore shouldn't have to come to a creditor's meeting - of the Spokane Mars Limited Partnership because he resigned from his post within the company when it went into a Chapter 7 liquidation bankruptcy. "(Crowe) wants a chance to argue that," Miller said.(Copyright 1999 Cowles Publishing Company Spokesman Review- 03/17/99) MARTIN COLOR-FI: Court Grants Extension for Filing Plan ------------------------------------------------------- Martin Color-Fi, Edgefield, S.C., announced that the bankruptcy court has approved an extension of the company's exclusive right to file a reorganization plan to May 17, according to a newswire report. The company's secured lenders and Unsecured Creditors' Committee supported the request for the extension. Martin Color-Fi also reported that its subsidiary, Buchanan Industries Inc., has consummated the sale through the bankruptcy court of its assets, except for accounts receivable. Total consideration for the assets was $4.66 million. Martin Color-Fi is using the chapter 11 process to return to its core operations, focusing primarily on the production of solution-dyed polyester fiber. The company is continuing to cut expenses; it closed its Star operation in Edgefield and eliminated its pigment facility in Pensacola, Fla. About $5 million in payroll has been eliminated from the company's budget. Martin Color-Fi filed chapter 11 four months ago. (ABI 19- Mar-99) MOBILEMEDIA: Proposes 2 Way Narrowband PCS Network -------------------------------------------------- The debtors, Mobilemedia Communications, Inc., et al. seek court approval of the continued construction of a nationwide two-way narrowband PCS network. The debtors seek authority to commit and expend an additional $18 million in order to complete the construction of the nationwide two-way narrowband PCS network, beyond the amounts previously approved by the court. The debtors state that this amount together with that amount already spent represents a total cost of $34 million for the NPCS Buildout in its entirety, or $3 million below projected costs. The debtors have realized these cost savings as a result of the debtors' internal development of certain receiver technology. The debtors claim that these amounts will permit the completion of the NPCS Buildout, on schedule and under budget and will permit the debtors to realize significant future revenue, cost savings and other benefits associated with the ability to offer an array of NPCS products to subscribers. Without the ability to complete what they have begun the debtors will be unable to obtain the benefits of their investment in the NPCS Buildout to date. A hearing will be held on March 26, 1999 at 9:30 AM. NEWSTAR RESOURCES: Involuntary Petition Filed Against Sub --------------------------------------------------------- Newstar Resources Inc. announces that on March 18, 1999, an Involuntary Petition for an Order and Relief under Chapter 11 of Title 11 of the United States Bankruptcy Code had been filed in The United States Bankruptcy Court for the Southern District of Texas against Newstar Energy of Texas LLC, a limited liability company that is a subsidiary of Newstar Energy USA Inc. which is wholly-owned by Newstar Resources, Inc. The petition was signed by four creditors of Newstar Energy of Texas LLC. The company has 20 days to respond to the Petition during which time it may continue to operate its business. In response to the Involuntary Petition filed yesterday, Newstar Energy of Texas LLC and Newstar Energy USA both intend to file bankruptcy petitions under Chapter 11 of the United States Bankruptcy Code on or about April 1, 1999. Both companies are presently negotiating with creditors the terms of a plan of reorganization, which they intend to present to the bankruptcy court shortly after the filing. Newstar believes that obtaining approval of a plan of reorganization through a Chapter 11 bankruptcy will permit them to obtain the timing needed to develop promising well sites in Michigan and Texas. As part of the Company's reorganization, Newstar management has closed their Ohio and Texas field offices. Newstar Energy USA's East Lansing, Michigan field office will now handle all exploration and operational matters. When combined with pay cuts volunteered by current employees, total cost reductions will save the Company almost $80,000 per month. In addition to cost cutting measures, Newstar has recently sold certain non-operated assets in Ohio to CGAS Exploration, Inc. and will continue to pursue divestitures of non-core properties. Development of the Company's Madisonville Field in Texas and certain core assets in Michigan remain an integral part of Newstar's reorganization. Michigan-based Newstar Resources Inc. is an independent natural gas and oil exploration and production company with operations in Michigan, Ohio and Texas. The company is listed on the Nasdaq National Market System under the symbol NERIF and the Toronto Stock Exchange under the symbol NER. ORLEANS RESOURCES: Plan Approved By Shareholders ------------------------------------------------ At the Special General Meeting of Shareholders held yesterday, the shareholders of Orleans Resources Inc. approved the terms of the Restructuring Plan (Plan) by a margin of 88.5%. The restructuring plan was submitted by the Company under the Bankruptcy and insolvency Act in connection with the proposal filed on February 8th, 1999 with the Superior Court. The Plan, involving the conversion of debt into shares, a private placement of $2 million in non-interest bearing debentures and a rights offering, resulted in the issuance of 207 million common shares. The debentures were subscribed to in equal parts by Capital d'Amerique, filiate of Caisse de Depot et Placement du Quebec, and le Fonds de solidarite des travailleurs du Quebec (FTQ). A rights offering up to a maximum of $2.5 million at a price of $0.15 per share will follow this approval. When completely finalized, the Plan will result in more than 223 million outstanding shares. Consequently to this financial restructuring, the Company will have a positive cash asset of $4.5 million and a long term debt of only $5.5 million including capital and interests scheduled terms payment starting in March 2001. On April 27th, 1999, the Company will present its request for ratification of the Plan to the Superior Court, district of Roberval. In order to achieve its second element of its restructuring plan, the Company is now in a position to concentrate its efforts on implementing its strategic plan which projects the reopening of production facilities at the end of summer or beginning of autumn 1999. The major elements to achieve are: - to obtain booked orders in the range of 10,000 tonnes; - to implement its sales force with a distribution network and an increase of its marketing personel; - to offer an extended mix products with in particular treated wollastonite concentrate with the conclusion of a strategic alliance; - to proceed in due time with identified modifications to the processing; and - to administratively restructure the Company with the hiring of specialists in commercialisation and production fields. Orleans Resources Inc. holds a world class wollastonite deposit in the area of Lac St-Jean (Quebec) which contains more than 25 million tonnes of reserves allowing the Company to serve the market during the coming century at a production rate of 50,000 tonnes per year. Wollastonite, a calcium silicate, is used as a reinforcing agent in plastics, building material, friction material and in the metallurgical sector. PARAGON TRADE: Seeks To Remove Seal From Pleading ------------------------------------------------- Paragon Trade Brands, Inc., debtor, requests that the court unseal the response of the Procter & Gamble Company to the debtor's fourth motion for an order extending its exclusive periods to file a plan of reorganization and solicit acceptances thereto. Upon receipt of the pleading in October, 1998, counsel for the debtor determined that it disclosed confidential commercial information of an extremely sensitive nature. Procter & Gamble filed a withdrawal of the response. Although the pleading had been withdrawn, because it was filed in the public records, it was available for review. Paragon requested that the court seal the pleading and remove it from the public record. The information is no longer sensitive and the debtor asks that the court remove the seal. PITTSBURGH PENGUINS: Investors Submit Plan ------------------------------------------ A group of investors led by Mario Lemieux has submitted a financial reorganization plan for the Pittsburgh Penguin's franchise to U.S. Bankruptcy Court. Under the plan, Lemieu would be the new owner, replacing co- owners Roger Marino and Howard Baldwin. Lemixu says his financial reorganization plan would begin "a new Penguin dynasty." The former Penguin's star predicted the bankrupt hockey club will turn a $5 million profit next season under his plan. The team has lost $20 million in the past year, according to the Tribune-Review. PRIMARY HEALTH SYSTEMS: Case Summary & 20 Largest Creditors ----------------------------------------------------------- Debtor: Primary Health Systems, Inc. 1275 Drummers Lane Wayne, PA 19087 Type of business: Manufacturer of power supplies Court: District of Delaware Case No.: 99-615 Filed: 03/17/99 Chapter: 11 Debtor's Counsel: S. David Peress, Esq. Young, Conaway, Stargatt & Taylor Wilmington Trust Center, 11th Floor Wilmington, Delaware 19899 (302) 571-6600 The following corporate and partnership affiliates of the debtor are filing voluntary Chapter 11 bankruptcy petitions in this District simultaneously with the debtor: PHS Cleveland, Inc.; PHS Physician Managemnt of Ohio, Inc.; PHS Mt. Sinai, Inc.; Primary Health Systems Of Ohio, LP; PHS St. Alexis, Inc.; PHS Laurelwood, Inc.; PHS Roxborough, Inc.; 20 Largest Unsecured Creditors: Name Nature Amount ---- ------ ------ First Union National Bank Bank Loan Key Corp9orate Capital Inc. Bank Loan Auto Suture Company trade debt 709,613 West Hudson, Inc. professional services 500,000 Sodexho Marriott Services trade debt 475,564 Case Western Reserve University trade debt 469,859 Compucare trade debt 426,107 Medquist the MRC Group, Inc. trade debt 424,107 The Illuminating Company trade debt 371,394 Dade Behring trade debt 333,713 Allegiance Healthcare Corp. trade debt 320,657 American Red Cross trade debt 306,819 Transamerica Insurance Finance trade debt 260,815 Rehability Corporation trade debt 217,568 DePuy trade debt 162,752 Baxter IV trade debt 161,752 General Electric Health Care trade debt 155,121 Hunter Group professional services 141,401 Steris Corp trade debt 133,354 Amerisource Corporation trade debt 129,396 PRIMESTAR: Further Extension of Tender Offer -------------------------------------------- On March 16, 1999, PRIMESTAR, Inc. further extended its tender offer and related consent solicitation for its 12- 1/4% Senior Subordinated Discount Notes due 2007 of which there are $275 million in aggregate principal amount at maturity outstanding, and its 10-7/8% Senior Subordinated Notes due 2007, of which there are $200 million in aggregate principal amount outstanding. The new expiration date for the tender offer and consent solicitation is 5:00 p.m., New York City time, on March 22, 1999 unless further extended or abandoned. RINCON ISLAND: Joint Motion Re: Exclusivity -------------------------------------------- Rincon Island Limited Partnership and Windsor Energy US Corporation, the Official Committee of Unsecured Creditors of Rincon, and Compass Bank file a joint motion stating that the debtors have informed the Committee and Compass Bank that they believe that they will receive a written offer from a potential purchaser to purchase the oil and gas properties owned by Rincon Island. The parties agree that all offers to purchase must be received by the debtors, the Committee and the bank not later than April 1, 1999 and shall include a $500,000 deposit. The parties shall select the highest and best offer on April 1, 1999. Any purchase and sale agreement shall be completed and signed no later than May 1, 1999. An auction will be conducted with overbids a minimum of $250,000 in excess of the highest and best bid. The parties agree that the exclusivity periods shall continue and shall terminate automatically only as to the Committee and the bank upon the first of the following to occur: 1)No offers to purchase containing the agreed terms are received by the committee and the bank by April 1; or 2)The failure of the holder of the highest bid to execute the sale agreement on or before May 1, 1999. RIO GRANDE: Exco Completes Acquisition -------------------------------------- EXCO Resources, Inc. (Nasdaq: EXCO) announced yesterday that it completed the acquisition of Rio Grande, Inc. pursuant to the plan of reorganization which was previously confirmed by the U.S. Bankruptcy Court for the Western District of Texas on March 5, 1999. As a result, EXCO is now the sole shareholder of Rio Grande, Inc. Rio Grande, Inc. is an oil and gas producer with principal operations in Texas, Oklahoma, Louisiana and Mississippi. EXCO Resources, Inc. is an oil and gas acquisition, exploitation, development and production company headquartered in Dallas, Texas with principal operations in Texas and Louisiana. The Company's stock is traded on the Nasdaq NMS under the symbol EXCO. RUTHERFORD-MORAN: Merger With Chevron Thailand ----------------------------------------------- On March 17, 1999, Chevron Thailand Inc., a Delaware corporation and wholly-owned subsidiary of Chevron, was merged with and into Rutherford-Moran Oil Corporation, pursuant to an Agreement and Plan of Merger dated December 23, 1998 among Chevron, Chevron Thailand and Rutherford- Moran. Rutherford-Moran is the surviving corporation of the Merger. Pursuant to the Merger Agreement (a) each issued and outstanding share of the capital stock of Chevron Thailand has been converted into one fully-paid and non-assessable share of common stock, par value $.01 per share of the surviving corporation, (b) the name of Rutherford-Moran has been changed to Chevron Thailand Inc., (c) all of the directors and officers of Rutherford-Moran were replaced by the directors and officers of Chevron Thailand, and (d) the Certificate of Incorporation and By-laws of Chevron Thailand have become the Certificate of Incorporation and By-laws of Rutherford-Moran. The Rutherford-Moran common stock has been de-listed from the Nasdaq National Market and the registration of the Rutherford-Moran common stock has become eligible for termination pursuant to section 12(g)(4) of the Exchange Act. The aggregate number of shares of Rutherford-Moran common stock deemed to be beneficially owned by Chevron is 1,000 shares, which represents 100% of the outstanding shares of Rutherford-Moran common stock. SEARCH FINANCIAL: Seeks To Withdraw Registration Statement ---------------------------------------------------------- Search Financial Services Inc. ("SFSI") applies to the Securities and Exchange Commission for consent to the withdrawal of a certain registration statement. The registration statement has not become effective, and the exchange offer that was the subject of the registration statement is not being pursued. Pursuant to a Chapter 11 Plan of Reorganization confirmed by the United States Bankruptcy Court for the Northern District of Texas that became effective in November 1998, all of the outstanding common and preferred stock of SFSI was cancelled. STELLEX: Acquires Outstanding Stock of Phoenix Microwave -------------------------------------------------------- On March 1, 1999, Stellex Industries, Inc. acquired all of the outstanding stock of Phoenix Microwave Corporation, a leading supplier of RF and microwave components, of Telford, Pennsylvania. Stellex's acquisition of Phoenix was effected pursuant to Stock Purchase Agreement by and between PMC Acquisition Corporation, Phoenix Microwave Corporation, Constantinos Kamnitsis, as Representative, and The Persons Listed on Exhibit A, dated March 1, 1999. Phoenix will operate together with Stellex Microwave Systems, Inc. in the RF/microwave component and sub-assembly market supplying commercial, wireless, military and space applications. Stellex will continue to manufacture in Phoenix Microwave's existing facility in Pennsylvania. The aggregate purchase price for the acquisition of Phoenix, determined through negotiations between Stellex and the Shareholders, was $14.0 million plus up to an additional $1.0 million payable in early 2000 contingent on cash flow performance criteria. The acquisition was financed with an Acquisition Term Loan drawn under the Amended and Restated Credit Agreement dated as of May 29, 1998, among Stellex Industries, Inc., the financial institutions from time to time party thereto, Societe Generale, as Administrative Agent, and First Union Commercial Corporation, as Collateral Agent. STORMEDIA INC: Stipulation Re: Sale of Malay Assets --------------------------------------------------- A certain stipulation is entered into by and between the debtors, Stormedia Incorporated and its affiliates, the Bank Group, and the Creditors' Committee. The debtors have filed a motion to sell certain assets located in Malaysia and are seeking court approval of the sale of the real property and certain other assets. The Bank Group consents to the sale. The parties to the stipulation have agreed upon a summary of key terms to be developed into a joint plan of reorganization. Proceeds from the sale of the Kulim facility, located in Malyasia are to be distributed to the unsecured creditors pursuant to the plan. TELEPAD: Case Summary & 20 Largest Creditors -------------------------------------------- Debtor: Telepad Corporation 380 Herndon Parkway Suite 1900 Herndon, Virginia 20170 Type of Business: Design, develop and manufacturer of ruggedized wireless computers Court: District of Delaware Case No.: 99-633 Filed: 03/17/99 Chapter: 11 Debtor's Counsel: Gary A. Rosen Gary A. Rosen, Chartered One Church Street Suite 802 Rockville, Md. 20850 (301) 251-0202 Total Assets: approximately $6 million Total Liabilities: $3,118,535 No. of shares of preferred stock 950,000 Series C No. of shares of common stock 14,124,880 Class A 20 Largest Unsecured Creditors: Name Amount ---- ------ EIT 17,658 Raytheon Wireless 21,920 Mutoh 22,052 Metricom 23,970 Distributed Database 29,462 Pagg Corporation 39,000 GWD Services Inc. 44,649 Ernst & Young LLP 46,084 Ellis Enterprises LTD 53,035 Arent Fox Kintner 71,800 Transaction Information System 88,147 The Hewlett Fund 95,464 Parker Chapin Flattau & Kimpl 113,920 Beeston Investments 116,678 Investor LLC 133,504 The Gross Foundation 306,818 L&E Mobile 348,162 Baltimore Funds, SA 360,822 Austrot Anstalt Schaan 372,273 Sanmina Corporation 544,449 TEXFI: Announces Fourth Quarter and Year-End Results ---------------------------------------------------- Texfi Industries, Inc. (OTC Bulletin Board:TXFI) reported for the fourth quarter ended October 30, 1998, net sales were $36,603,000 compared to $50,473,000 in sales for the comparable period in 1997. Net loss from continuing operations was $1,836,000 for the 1998 period ended October 30, 1998 compared to a net loss from continuing operations of $3,116,000 for the 1997 period. Net of extraordinary items and discontinued operations, the net loss for the quarter was $4,686,000, or $0.53 per common share, versus a net loss of $4,106,000, or $0.46 per common share for the comparable period last year. For the fiscal year ended October 30, 1998, the Company had net sales of $143,558,000 and a net loss of $13,621,000, or $1.54 per common share. Fiscal year 1997 saw net sales of $207,400,000 and a net loss of $3,221,000, or $0.37 per common share. Andrew Parise, President and Chief Operating Officer of Texfi stated, "Net sales for the year decreased because of the sale of the Narrow Fabrics business in October of 1997, which accounted for $18,934,000 in sales in 1997, and because of continued pressure from imported fabrics and imported apparel." Mr. Parise also announced the signing of a forebearance agreement which extends to May 28, 1999 with the Company's bank group. It was necessitated by the breach of covenants in the Company's loan agreements, also caused by continued softness in the domestic textile markets. The forebearance agreement waives all current defaults. The Company noted it is not now, and has not been in default on any payments of principal or interest to the bank group. At the same time, the Company secured a new $1.5 million subordinated loan from a third party. The Company did not pay the February, 1999 semi-annual interest payment on its 8-3/4% Senior Subordinated Debentures, which is an event of default under those bonds. The Company is in discussions with the Indenture Trustee for the bonds regarding various options. The default under the bonds is one of the defaults waived by the bank group. The forebearance agreement with the bank group prevents any payment of this bond interest during the forebearance period without agreement from the bank group. The Company believes a third party is in discussions with certain large holders of the bonds to purchase their interests. Texfi Industries, Inc. is a diversified manufacturer and marketer of various textiles. The Company produces woven finished fabrics which are sold throughout the United States as well as exported to European and Asian markets. WEINER'S STORES: Announces Fourth Quarter Results ------------------------------------------------- Weiner's Stores Inc. (OTC BB:WEIR) announced a net loss of $5.0 million, or $0.26 per share of common stock, for the fiscal year ended January 30, 1999 compared to net income of $12.7 million for the fiscal year ended January 31, 1998. The Company's results for the fiscal year ended January 31, 1998 were enhanced by an $18.7 million extraordinary gain on debt discharge relating to the Company's emergence from Chapter 11 reorganization in August 1997. The Company had an improvement in its operating loss to $4.0 million in fiscal 1998 from $4.5 million in fiscal 1997. Earnings (losses) per share of common stock are not comparable due to the Company's reorganization and adoption of "fresh start" accounting. Sales in fiscal 1998 were $260.9 million compared to $263.6 million in fiscal 1997. Fiscal 1998 was a 52-week year compared to a 53-week year in fiscal 1997. Comparable store sales on a 52-week comparable basis decreased 1.9% for the fiscal year. Mr. Raymond J. Miller, vice president and chief financial officer, stated, "We are very disappointed with the results in fiscal 1998. In fiscal 1998, we also experienced a major decline in the sales of Levi jeans and nationally branded athletic shoes. The year was also negatively impacted by extremely warm weather and excessive rains from several late season hurricanes." Weiner's is a neighborhood family apparel retailer. Currently, approximately 3,500 associates are employed at the 132 stores that are operated in Texas and Louisiana. WILSHIRE FINANCIAL: Postpetition Financing ------------------------------------------ The debtor, Wilshire Financial Services Group Inc. seeks authorization to obtain secured postpetition financing from Wilshire Real Estate Partnership LP. The DIP facility will provide up to $10 million. The interest rate is a fixed rate of 12% per annum. WINDSOR ENERGY: Joint Motion Re: Exclusivity -------------------------------------------- Rincon Island Limited Partnership and Windsor Energy US Corporation, the Official Committee of Unsecured Creditors of Rincon, and Compass Bank file a joint motion stating that the debtors have informed the Committee and Compass Bank that they believe that they will receive a written offer from a potential purchaser to purchase the oil and gas properties owned by Rincon Island. The parties agree that all offers to purchase must be received by the debtors, the Committee and the bank not later than April 1, 1999 and shall include a $500,000 deposit. The parties shall select the highest and best offer on April 1, 1000. Any purchase and sale agreement shall be completed and signed no later than May 1, 1999. An auction will be conducted with overbids a minimum of $250,000 in excess of the highest and best bid. The parties agree that the exclusivity periods shall continue and shall terminate automatically only as to the Committee and the bank upon the first of the following to occur: 1)No offers to purchase containing the agreed terms are received by the committee and the bank by April 1; or 2)The failure of the holder of the highest bid to execute the sale agreement on or before May 1, 1999. ********* 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 in each Friday edition of the TCR, is provided 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 1999. All rights reserved. ISSN 1520-9474. 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