/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/990511.MBXT R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 11, 1999, Vol. 3, No. 90 Headlines BROOKE GROUP LTD.: Announces Common Stock Offering CATALYST SEMICONDUCTOR: Amendment of Bank Loan Agreement CLARK BAR: Stalls for More Time for Investors CROWN BOOKS: Creditors' Committee Objects to Extension DEGEORGE FINANCIAL: Announces Bankruptcy Filing DEGEORGE FINANCIAL: Case Summary DOYLE WILSON: Home Builder Files for Bankruptcy FACTORY CARD: Taps DJM Asset Management FORMAN PETROLEUM: Announces Pending Chapter 11 FORMAN PETROLEUM: Executes Stay of Litigation FPA MEDICAL: Bahadur Named Trustee GENEVA STEEL: Taps Madson & Metcalf as Special Counsel GOLDEN BOOKS: Bar Date Set For May 26 IGI INC: Target of Lawsuit LIGGETT: Mounting Litigation, Declining Sales INTEGRATED SENSOR: Enters Into Merger Agreement MAIDENFORM: Seeks Date For Confirmation Hearing MCA FINANCIAL: Motion Filed To Disburse Monies To Creditors MCA FINANCIAL: Shoreline Bank Seeks Relief From Stay MEDAPHIS CORP: Disposes of Electronic Management Division MEDPARTNERS INC: Dispositive Controlling Interest? MOBILEMEDIA: Posts Loss, License Sale Pending SOUTHERN PACIFIC: Plan and Disclosure Statement TRANSAMERICAN ENERGY CORP: Files Bankruptcy VENCOR: Standstill and tolling Agreements Extended WIRELESS ONE: HQ Landlord Objects To Extension ZENITH ELECTRONICS CORP.: Obtains Loan Repayment Extension Meetings, Conferences and Seminars ********* BROOKE GROUP LTD.: Announces Common Stock Offering -------------------------------------------------- Brooke Group Ltd., a holding company for several companies engaged in the manufacture and sale of cigarettes, both in the United States and in Russia, announced this week the availability of common stock. Efforts by present stockholders to sell off shares has created this stock offering. Over 16 million of the nearly 21 million outstanding shares of common stock may be available for purchase. The stock's symbol is BGL on the New York Stock Exchange. In addition to interests in cigarette manufacture and sales Brooke is also engaged in banking, brokerage and real estate in the U.S. and Russia. Since the company admits to being highly leveraged, with negative net worth and experiencing significant losses, caution is advised anyone considering investment. Operations in Russia are subject to political or diplomatic developments, regional tensions, currency repatriation restrictions and foreign exchange fluctuations, all of which may impact negatively on the company. Liggett, the former Liggett & Myers Tobacco Co., and Brooke's wholly owned subsidiary, has been the target of increasing litigation and declining tobacco sales. Reports, proxy statements, and other information is available at http://www.sec.gov/cgi-bin/srch-edgar?0000950144-99-005292 via the Internet at no charge. CATALYST SEMICONDUCTOR: Amendment of Bank Loan Agreement ----------------------------------------------------------- Catalyst Semiconductor, Inc. (OTC:CATS) announced that it has amended its loan and security agreement with Coast Business Credit, the Company's principal lender, to reduce the interest rate and fees, extend the term by two years and make the financial covenants less restrictive. Under the amended agreement the Company can borrow up to $5,000,000 based on the value of certain receivables. As previously reported, the Company had been in default under the previous loan covenants and had been operating under a forbearance agreement. The Company is currently in compliance with all the terms of the amended loan agreement. The Company also announced that it has settled a previously disclosed disputed obligation of $1,600,000 with Micro-Comp Industries. Under the settlement, Catalyst agreed to pay a total of $800,000, of which $400, 000 has been paid and the remaining $400,000 is payable over the rest of the calendar year. The company has also fulfilled its final obligation under an agreement reached in September 1998 with Intel Corp, regarding certain past due royalty payments. Radu Vanco, Company's President and CEO, said "These actions represent significant steps toward implementing the financial recovery plan we initiated a year ago and will have a significant effect in correcting the Company's net worth deficit starting with the quarter ended April 1999. We have a cash balance in excess of $2,000,000 which combined with the improved recent financial results, help create a more normal environment for the Company's operations." CLARK BAR: Stalls for More Time for Investors ---------------------------------------------- Clark Bar America Inc., which is just a day away from auction, is still hoping to locate an investor that will save the company, according to The Pittsburgh Post-Gazette. Los Angeles investor Jon Keffalas, who has said he would keep the candy bar company open in the region, needs 30 additional days to complete a financial packaged, union officials said. And he needs to beat a $1.68 million bid on the table by Pearson Candy Co. of St. Paul, as well as any other bid that may come in at auction. The company, which filed chapter 11 in early March, has not released the names of potential buyers, but reportedly the list includes a doctor and Sherwood Brands Inc., a candy and cookie manufacturer. Union workers are pulling for Keffala's offer, because he promised to keep the business in the region if the union would work with him. (ABI 10-May-99) CROWN BOOKS: Creditors' Committee Objects to Extension ------------------------------------------------------ The Official Committee of Unsecured Creditors of Crown Books Corporation and its affiliated debtors objects to the debtors' requested extension of the debtors' exclusive periods to file a plan of reorganization and solicit acceptances thereto. The Chairman of the Committee, Alex Gigante stated in March, 1999 that, "Crown's proposed equity-recapitalization plan has no support among Committee members and will not be a productive basis for consensual plan discussions." The Committee quotes Anna Currence, President and COO of Crown as saying, "Frankly...we're of the opinion that we can wear them down." The Committee asserts that a third extension of exclusivity is not warranted in order to reach a consensual plan. The Committee has told the debtor to hire an investment banker to market the company for sale, and the debtor has refused. The Committee also asserts that the debtors have refused to cooperate with potential buyers that have expressed interest in the company. The Committee argues that exclusivity should not be extended to allow the debtors to wear down the creditors; and because the debtors have no intention of reaching a consensual plan, exclusivity should end. DEGEORGE FINANCIAL: Announces Bankruptcy Filing ----------------------------------------------- DeGeorge Financial Corporation (DEGE) announced that it has been forced to file for bankruptcy protection in federal court in Delaware. This action was precipitated by the abrupt cutoff of funding to the Company by Residential Funding Corporation, a subsidiary of General Motors Acceptance Corporation ("GMAC-RFC") in December of last year, and follows significant layoffs of Company personnel which took place earlier this year. DeGeorge's Chairman and Chief Executive Officer, Peter R. DeGeorge, commented "We are saddened by the necessity of having to take this action. We don't consider this a business failure. In December we had the highest inventory of orders in the Company's fifty-year history. We also had the highest order rate (nearly 1200 orders per month) and the largest number of sales personnel (almost 750) in our history. What ultimately killed us was the abrupt withdrawal of funding by GMAC-RFC, which refused to purchase additional construction loans in accordance with our agreement even as older loans were being paid off." Greg Hendel, President and Chief Operating Officer of the Company continued "We maintain that we would have been profitable in 1999 if the GMAC-RFC agreement had continued in place until its expiration in June of this year. We think that this would have happened without our exceeding the $300 million funding cap in the agreement, if we had been allowed simply to replace maturing loans with new ones. We believe that we have a winning lawsuit against GMAC- RFC, supported by our largest bondholder, which we intend to pursue in bankruptcy court for the benefit of our creditors and stockholders." DeGeorge Financial Corporation provided access to home ownership for people who lacked a sufficient down payment or sufficient income to support the purchase of the home they desired through conventional mortgage programs. Through its packaging of financial services and customer support, the Company enabled its customers to reduce the cost of home construction by eliminating the general contractor, the intent of which was to create an equity position that served as the down payment for permanent financing upon the conclusion of the home construction process. DEGEORGE FINANCIAL: Case Summary -------------------------------- Debtor: DEGEORGE FINANCIAL CORPORATION 99 Realty Drive Cheshire, CT 06410 Also filing Chapter 7 petitions: DeGeorge Home Alliance Inc. DeGeorge Capital Corporation Court: District of Delaware Case No.: 99-1060 Filed: 05/07/99 Chapter: 7 Debtor's Counsel: Mark S. Chahj; Michael L. Cooke, Stephen J. Gordon Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square Wilmington, Delaware 19801 DOYLE WILSON: Home Builder Files for Bankruptcy ----------------------------------------------- Doyle Wilson Homebuilder Inc., Austin, Texas, filed chapter 11 last week, listing $10.1 million in debts and assets of $5.9 million, according to Austin American-Statesman. Most of the 20 largest unsecured claims are for subcontractors; their claims range from $8,570 to $230,000. Lenders backing Wilson's projects are set to issue foreclosure notices June 1. Wilson said he laid off subcontractors because he had no money to pay them; work on the homes ceased then. He has 75 unfinished homes, 55 of which were sold. (ABI 10-May-99) FACTORY CARD: Taps DJM Asset Management --------------------------------------- Factory Card Outlet Corp., and Factory Card Outlet of America Ltd., debtors, seek to employ real estate consultants DJM Asset Management to ensure that the debtors' real estate analysis is conducted effectively. The firm will be responsible for reviewing the debtors' leases; creating a market program for the sale or assignment of the leases, soliciting offers from prospective purchasers and making recommendations to the debtors as to the advisability of accepting particular offers or settlements. The firm will also be responsible for negotiating rent reductions and modifications with respect to the debtors' leases and warehouses, and providing valuation services and court testimony with respect to the leases. The firm will be paid pursuant to an Engagement Letter that provides in part that the firm will receive 4% of the gross proceeds and not less than $2,500 per transaction for lease transactions. For valuation services the firm will receive $500 per location and for consulting services the firm will receive $250 per hour. FORMAN PETROLEUM: Announces Pending Chapter 11 ---------------------------------------------- After Board of Director approval, Forman Petroleum reached agreement with major creditors and stockholders for a company restructuring. July 26, 1999 has been set as the target date for solicitation of approval of all stockholders. If accomplished, the company will file Chapter 11 bankruptcy proceedings with the Court. The time line for bankruptcy filing is scheduled for August 26, 1999. Under the restructuring Forman Petroleum plans to transfer assets and liabilities not satisfied in the bankruptcy proceedings to the newly formed company. Current noteholders and preferred stockholders in Forman will receive a pro-rata share of common stock in the new company. A four member board of directors, one of whom will be Forman, shall direct the new company. Noteholders of the new company will designate the other three board members. FORMAN PETROLEUM: Executes Stay of Litigation --------------------------------------------- In an effort to obtain approval from stockholders of its plan of restructuring, Forman Petroleum has executed a stay of litigation pending against Jefferies & Co., Inc. Forman hasindicated that in the newly formed company no director, officer or employee of Jefferies & Co., Inc., or any affiliate of Jefferies, shall serve on the board of directors of the new company. In the event of failure of confirmation of the plan of restructuring it is presumed the litigation will be re-instated. FPA MEDICAL: Bahadur Named Trustee ---------------------------------- Hon. Peter J. Walsh (D. Del.) named B.N. Bahadur, CEO of BBK Ltd., Southfield, Mich., trustee for FPA Medical Management, which filed chapter 11 in July 1998, according to a newswire report. San Diego-based FPA Medical Management has developed a second amended reorganization plan; a hearing is scheduled for Thursday. Debtor-in- possession financing already has been increased to $55 million. If the plan is approved, Bahadur will managed the Creditors' Trust and pursue potential fraudulent conveyances, preferential payments and evaluate creditors' claims. (ABI 10-May-99) GENEVA STEEL: Taps Madson & Metcalf as Special Counsel ------------------------------------------------------ Geneva Steel Company applies for an order approving the employment of Madson & Metcalf as special counsel to the debtor on certain intellectual property matters including the continued prosecution of several PCT national phase patent applications, paying the issue fee for an certain invention, responding to a final Office Action, receipt of a patent number and reporting issuance of a separate patent. The firm will charge the debtor on an hourly-rate basis. The current rates range from $220 for shareholders to $80 per hour for paralegals. GOLDEN BOOKS: Bar Date Set For May 26 ------------------------------------- The United States Bankruptcy Court for the Southern District of New York entered an order setting May 26, 1999 as the last date for filing proofs of claim against the debtors, Golden Books Family Entertainment, Inc., et al. IGI INC: Target of Lawsuit -------------------------- IGI Inc. is being sued by Cohanzick Partners, LP. The suit, filed on April 14, 1999 in the U.S. District Court for the Southern District of New York, names IGI and certain present and former directors, officers and employees alleging violations of securities laws, fraud and negligent misrepresentation concerning certain disclosures made and other actions taken in 1996 and 1997. Cohanzick seeks $420,000 in actual damages plus fees, costs and interest. IGI plans to vigorously defend the case saying that the company believes an unfavorable outcome would not adversely affect the company's financial condition while acknowledging it could impact negatively on results of operations while the matter is being resolved. LIGGETT: Mounting Litigation, Declining Sales --------------------------------------------- Liggett, the former Liggett & Myers Tobacco Company, is facing tough times. Smallest of the five major cigarette manufacturing companies in the United States Liggett continues to be bombarded by adverse legislative, regulatory and legal action. With new cases being filed almost daily the close of 1998 saw Liggett involved as a named defendant in approximately 270 individual lawsuits, 50 purported class actions and 85 governmental and other third-party payor cost reimbursement actions. Continued legal reverses are expected to further damage the tobacco industry as a whole, and Liggett in particular. With major industry players Philip Morris Inc., R. J. Reynolds Tobacco Company, Brown & Williamson Tobacco Corporation and Lorillard Tobacco Company, Inc. soaking up much of the profit Liggett found itself, in 1998, with only 0.5% of the market share in sales of premium trademark brands. Profits of all cigarette manufacturing/sales companies are being hurt by recently enacted restrictive regulatory actions by various Federal administrative bodies, including the United States Environmental Protection Agency and the Food and Drug Administration. Federal excise taxes, currently at 24 cents per pack, could rise an additional 10 cents per pack in the year 2000, and five cents more in 2002. California voters in November 1998 approved a 50 cent a pack state sales tax on cigarettes and it is expected that other states will follow with similar voter approval. INTEGRATED SENSOR: Enters Into Merger Agreement ----------------------------------------------- Integrated Sensor Solutions Inc., a semi-conductor company based in San Jose, Ca., has entered into an agreement with Texas Instruments whereby Integrated Sensor will be acquired by Texas Instruments. The May 3, 1999 agreement also included Sensor Acquisition Corp., a wholly owned subsidiary of Texas Instruments. The plan calls for a cash tender offer by Texas Instruments for all outstanding shares of Integrated Sensor at $8.05 per share. Texas Instruments will merge it's subsidiary, Sensor Acquisition Corp., into that of Integrated Sensor Solutions Inc. While the plan is subject to regulatory approval and other conditions, once the tender offer and the completion of the subsequent proposed merger is finalized, Integrated Sensor Solutions will be the surviving entity. Then, as a wholly owned subsidiary of Texas Instruments, Integrated Sensor will become a part of Texas Instrument's Materials and Controls Divisions. MAIDENFORM: Seeks Date For Confirmation Hearing ----------------------------------------------- The debtors, Maidenform Worldwide, Inc., et al. seek a date, time and place for hearings to consider confirmation of the debtors' joint plan of reorganization and motions for temporary allowance of claims for voting purposes, and approval of solicitation procedures. The debtors request that the court fix July 13, 1999 as the date for the Confirmation Hearing and July 6, 1999 at 5:00 PM as the deadline to file objections to confirmation of the plan. A hearing to consider approval of the Disclosure Statement is set for May 19, 1999. MCA FINANCIAL: Motion Filed To Disburse Monies To Creditors ----------------------------------------------------------- A motion has been filed in U.S. Bankruptcy Court to allow the Conservator of MCA Financial Corp. to disburse $6.5 million to certain MCA creditors. B.N. Bahadur, Conservator of MCA and CEO of BBK, Ltd., a turnaround company, made the announcement today. These funds represent monies collected by MCA between January 29, 1999, through March 31, 1999. If the motion is approved, these funds will be disbursed to governmental agencies, including FHLMC, FHMA, GNMA, MSHDA, Chase Bank and other secured creditors. No hearing date has yet been set to determine when these monies will be disbursed. Monies collected beginning April 1, 1999, would be disbursed as they come in through ordinary business processes. Bahadur announced several other MCA developments, including: * A motion was filed to approve the sale of certain residential properties and related mortgage notes. This portfolio has approximately 280 properties owned by MCA affiliates and Detroit Revitalization, Inc. If the motion is approved, these properties are scheduled to be auctioned on June 1, 1999; * Pursuant to an order of the bankruptcy court, MCA has transferred MSHDA loans to MSHDA's designated servicer. This includes approximately 600 loans valued at approximately $30 million. * A plan is in place to vacate MCA's Southfield, Mich., building by May 31, 1999; and, * The "Section 341" meeting on April 28 to address creditor's issues was constructive and "lightly attended" by creditors; On January 28, 1999, Bahadur was named Conservator of MCA by Patrick McQueen, Financial Institutions Bureau Commissioner for the State of Michigan. The order allows the Conservator to do "all things necessary" in the best interests of the general public to oversee and manage the assets of approximately 11,000 mortgages and land contracts valued at $536 million. A toll-free phoneline has been established to provide up- to-date information on the MCA situation. The number for the phoneline is 1-800-688-4398. It operates during regular business hours from 9 a.m. to 5 p.m. EDT. The Internet web site includes copies of the Financial Institutions Bureau order naming Bahadur as Conservator, as well as previously released information. The address of the site is www.aeg1.com/bbk/mca.htm. B. N. Bahadur, CEO of BBK and a Certified Turnaround Professional, is a nationally recognized management, financial and turnaround consultant. He is a member of the Turnaround Management Association, the National Association of Bankruptcy Trustees, American Bankruptcy Institute and the National Association of Credit Management. BBK offers a complete range of corporate turnaround and revitalization services for companies in all industries. The company has provided turnaround management and revitalization services for more than 500 companies throughout North America, including the United States, Canada and Mexico. MCA FINANCIAL: Shoreline Bank Seeks Relief From Stay ---------------------------------------------------- Shoreline Bank seeks relief from the automatic stay to terminate the debtors' servicing rights with respect to a certain 184 land contracts and to obtain all identifiable and traceable payments in the debtors' and Conservator's possession, so that Shoreline Bank can submit the payments to the land contract vendors. Shoreline Bank requests an order from the court requiring the Conservator to turn over to Shoreline Bank the land contract payments so that Shoreline Bank can turn over the payments tot he land contract vendors in compliance with the trust duties imposed upon land contract servicers. So long as the funds remaining in the possession of the Conservator can be traced to payments by the land contract vendors, the court should order the Conservator to turn the funds over to Shoreline Bank. The Bank states that because the debtors and the Conservator received and hold all land contract payments in trust for the benefit of the land contract vendors under Michigan law, they could not validly grant a lien or security interest in the land contract payments to third parties. MEDAPHIS CORP: Disposes of Electronic Management Division --------------------------------------------------------- On April 20, 1999 Medaphis Corp. completed the sale of E- Business Solutions.com, Inc. All issued and outstanding shares of capital stock in E-Business were purchased by Complete Business Solutions, Inc. for $15 million cash, subject to final closing adjustments. The sale represents the disposition by Medaphis of its commercial division of Impact Innovations. E-Business Solutions.com, Inc. provides delivery chain management services including electronic resource management and e-commerce services primarily to the conmmunications, energy, financial and technology sectors. MEDPARTNERS INC: Dispositive Controlling Interest? -------------------------------------------------- FMR Corp. has disclosed that it's wholly-owned affiliate, Fidelity Management & Research Co., holds beneficial ownership of 8.362% of the outstanding common stock shares of MedPartners Inc. FMR also disclosed that Fidelity Management Trust Co., a bank wholly owned by FMR, owns 0.050% of the outstanding common stock of MedPartners. Edward C. Johnson 3d, chairman of FMR Corp., together with family members, owns Class B shares of common stock in FMR Corp. representing 49% of the voting power in that company. The Johnson family and all Class B shareholders have entered into an agreement whereby all Class B shares will be voted in accordance with the majority vote of those shares. As a result, under the Investment Company Act of 1940, the family may be considered a controlling group in relation to the FMR Corp. A fourth company, Fidelity International Ltd., owns 1.006% of MedPartners Inc. A partnership controlled by Edward C. Johnson 3d and his family members own shares of FIL representing 39.89% of total votes which may be cast by stockholders. Mr. Johnson, is also chairman of FIL. FMR and FIL are separate, independent entities and their clients are usually dissimilar. FMR and FIL are of the opinion that they need not attribute to the other "beneficial ownership" of securities owned by the other. FMR has, however, filed a statement of beneficial ownership with the SEC citing the above facts. MOBILEMEDIA: Posts Loss, License Sale Pending --------------------------------------------- In accordance with its bankruptcy reorganization plan Mobilemedia Communications and it's affiliates have filed a consolidated financial statement with the Court. The report, for the month of March 1999, indicates a net operating loss of $633,000. The company is under FCC order to transfer it's FCC license to ARCH within nine months of the order dated Feb. 5, 1999. While the order is not subject to appeal, any changes to the FCC Grant or failure to complete the transfer by the deadline would require FCC supplemental approval. Were Mobilemedia unable to timely complete the Plan the company would be subject to an administrative hearing which could result in the loss of the company's license, substantial monetary fines, or both. SOUTHERN PACIFIC: Plan and Disclosure Statement ----------------------------------------------- The debtor, Southern Pacific Funding Corporation proposed a plan of reorganization accompanied by a disclosure statement. Pursuant to the proposed plan, the reorganized debtor will consummate a transaction whereby it will issue new common stock for cash and other consideration as provided in the Acquisition Agreement, the cash portion of which will be used together with the proceeds of the Liquidating Trust's sale of the Excluded Assets to make distributions under the plan. Simultaneously with the issuance of the new common stock, the reorganized debtor will transfer the excluded assets to the liquidating trust. The debtor has not operated its loan origination or securitization businesses since October, 1998. The debtor will dispose of its remaining operating business, mortgage loan servicing under the plan. The plan proposes to consummate the sale of mortgage pass-through certificates, the debtor's servicing rights and mortgage-loan servicing operation and other tangible and intangible assets of the debtor by selling newly issued stock of the debtor after transferring certain excluded assets to a liquidating trust. The trust will distribute the proceeds of the sale of the new stock, together with proceeds of other assets and recoveries from claims against other parties, to creditors in accordance with the priorities set forth in the code. A summary of the treatment of claims: Class 1 - Priority Claims - Paid in cash on the Effective Date. Class 2 - Secured Claims - At the option of the Liquidating Trust each claim shall be left unaltered, the property securing the claim shall be surrendered, the liquidating trust shall cure any default with respect to the claim, or any other treatment to which the holder consents. Class 3 - Secured Senior Notes - Holders will receive 65% of the net proceeds received by Southern Pacific Funding Corporation from the sale of its interest in Southern Pacific Mortgage Limited. Class 4 - Senior Notes - Holders shall receive pro rata distributions of Available Cash and until paid in full, shall receive pro rata distributions with the holders of claims in Class 6 of that portion of available cash that would be payable to holders of Class 5 claims in the absence of any subordination of the Subordinated Notes; provided, however, that the Class 4 holders shall have no right to receive distributions on account of postpetition interest and fees unless the court determines by a final order that the Class 5 claims are subordinate to Class 4 claims for postpetition interest and fees. Class 5 - Subordinated Notes - Holders shall receive pro rata distributions of available cash; provided however, that until Class 4 and 6 claims have been paid in full, all distributions of available cash that would be payable to holders of class 5 claims in the absence of any subordination fo the subordinated notes shall be distributed pro rata to the holders of Class 4 claims and Class 6 claims and; provided further that, the holders of Class 4 nd Class 6 claims shall have no right to receive distributions on account of postpetition interest and fees unless the bankruptcy court determines by a final order that the Class 5 claims are subordinate to postpetition interest and fees. The holders of Class 5 claims shall thereafter receive pro rata distributions with the holders of Class 4, 6 and 7 claims to the extent such claims remain unpaid. Class 6 - Senior Unsecured Claims- Holders shall receive pro rata distributions of available cash and, until the Class 6 claims have been paid in full, shall receive pro rata distributions with the holders of Class 4 claims of that portion of available cash that would be payable to the holders of Class 5 claims in the absence of any subordination of the Subordinated Notes; provided, however, that the holders of Class 6 claims shall have no right to receive such distributions on account of postpetition interest and fees unless the bankruptcy court determines by a final order that the Class 5 claims are subordinate to Class 6 claims for postpetition interest and fees. Class 7 - General Unsecured Claims- Holders shall receive pro rata distributions of available cash until the Class 7 claims have been paid in full. Class 8 - Claims of Securities Plaintiffs Based Upon Notes The debtor does not expect any distributions to be available to Class 8. If distributions are available after the payment of Class 4,5,6, and 7 claims, Class 8 holders will receive pro rata distributions. Class 9 - Indemnity Claims of Securities Action Defendants The debtor does not expect any distributions to be available. In the event that they are available after the payment of Class 4,5,6,7, and 8, distributions will be mad e pro rata to Class 9,11, and 10. Class 10 - Interests of Holders of Old Common Stock - No distribution expected. Class 11 - Claims of Securities Plaintiffs - No distribution expected. All classes are impaired except Classes 1 and 2. TRANSAMERICAN ENERGY CORP: Files Bankruptcy ------------------------------------------- On April 20, 1999 TransAmerican Energy Corp. filed for relief under Chapter 11 of the Bankruptcy Code. Petitions for protection under Chapter 11 have also been filed by the subsidiaries of TransAmerican Energy, TransTexas Gas Corp. and TransAmerican Refining Corp. It is anticipated that significant losses will be shown by TransAmerican Energy as a result of operations for the last fiscal year once the company has completed the earnings statements for the period. VENCOR: Standstill and tolling Agreements Extended ---------------------------------------------------------- Vencor, Inc. (NYSE: VC) announced that it did not pay the approximately $19 million in rent to Ventas, Inc. (NYSE: VTR) that was due Friday, May 7, 1999. Although Ventas served Vencor with notices of non-payment under the Master Leases, the parties have since entered into further amendments of their prior Standstill and Tolling Agreements extending the time during which no remedies may be pursued by either party until June 6, 1999 and extending until June 11, 1999, the date by which Vencor may cure its failure to pay May's rents. Edward L. Kuntz, Chairman and Chief Executive Officer of Vencor, said, "I am pleased with this interim arrangement and remain optimistic that continuing discussions with Ventas and the senior bank lenders, and anticipated discussions with holders of the Company's 9 7/8% Guaranteed Senior Subordinated Notes, can lead to a sustainable capital structure for the Company. A key element in the Company's future is the continued dedication of our approximately 60,000 employees to providing quality care and services to the Company's patients and nursing center residents." Vencor is a long-term healthcare provider operating hospitals, nursing centers and contract ancillary services in 46 states. WIRELESS ONE: HQ Landlord Objects To Extension ---------------------------------------------- Continental Building and Supply Company, Inc. ("CB&S") objects to the motion of Wireless One, Inc. for entry of an order extending the time within which the debtor may assume or reject unexpired leases of nonresidential real property. The debtor is a major tenant of CB&S from which CB&S derives approximatley one half of its monthly rental income. CB&S asserts that the debtor does not demonstrate "cause" to justify the extension. The Landlord states that it is very unlikely that the debtor will seek to reject the lease of its corporate headquarters, and the Landlord states that it is prejudiced as it deserves a substantial portion of its monthly rental income from the lease. In addition, if the debtor is going to reject the lease, CB&S is seeking for a meaningful amount of time to find a replacement tenant. ZENITH ELECTRONICS CORP.: Obtains Loan Repayment Extension ---------------------------------------------------------- LG Electronics Inc., guarantor of Zenith's $30 million demand loan note payable to Credit Agricole Indosuez, Seoul Branch, has satisfied the note with payment in full. By virtue of such payment LGE, a corporation organized under the laws of the Republic of Korea, now has a claim against Zenith under their Reimbursement Agreement of November 3, 1997. As a result Zenith has entered into a Second Amendment and Waiver modifying their June 29, 1998 Amended and Restated Agreement. Maturity date now falls on the earlier of bankruptcy filing by Zenith, or August 31, 1999. Following the above transactions LGE acquired from it's affiliate, LG Semicon Co., Ltd., 26,095,200 shares of Zenith common stock together with all related common stock purchase rights. The stock was purchased for 10 Korean Won (approximately US$0.01). LGE now owns approximately 55.3% of the outstanding shares of Zenith common stock. Meetings, Conferences and Seminars ---------------------------------- May 13-15, 1999 AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Securities, and Bankruptcy Conference Savannah, Georgia Contact: 1-800-CLE-NEWS May 28-31, 1999 COMMERCIAL LAW LEAGUE OF AMERICA 51st Annual New England District Meeting Equinox Resort, Manchester Village, Vermont Contact: 1-413-734-6411 June 3-6, 1999 AMERICAN BANRKUTPCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, Michigan Contact: 1-703-739-0800 June 7-8, 1999 TURNAROUND MANAGEMENT ASSOCIATION Advanced Education Workshop Le Meridien, Dallas, TX Contact: 1-312-822-9700 or ljfialkoff@turnaround.org June 17-19, 1999 AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION Fundamentals of Bankruptcy Law Conference Crowne Plaza Hotel, Seattle, Washington Contact: 1-800-CLE-NEWS July 1-4, 1999 NORTON INSTITUTES ON BANKRUPTCY LAW Western Mountains Bankruptcy Law Institute Jackson Lake Lodge, Jackson Hole, Wyoming Contact: 1-770-535-7722 July 10-15, 1999 COMMERCIAL LAW LEAGUE OF AMERICA 105th Annual Convention Chateau Mont Tremblant, Mont Tremblant, Quebec Contact: 1-312-781-2000 or clla@clla.org July 15-18, 1999 AMERICAN BANRKUTPCY INSTITUTE Northeast Bankruptcy Conference Mount Washington Hotel & Resort Bretton Woods, New Hampshire Contact: 1-703-739-0800 August 4-7, 1999 AMERICAN BANRKUTPCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton, Amelia Island, Florida Contact: 1-703-739-0800 August 26-28, 1999 AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION Real Estate Defaults, Workouts and Reorganizations San Francisco, California Contact: 1-800-CLE-NEWS August 29-September 1, 1999 NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES 1999 Convention Grove Park Inn, Asheville, North Carolina Contact: 1-803-252-5646 or info@nabt.com September 16-18, 1999 AMERICAN BANRKUTPCY INSTITUTE Southwest Bankruptcy Conference The Hotel Loretto, Santa Fe, New Mexico Contact: 1-703-739-0800 September 27-28, 1999 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Conference on Corporate Reorganizations Regal Knickerbocker Hotel, Chicago, Illinois Contact: 1-903-592-5169 or ram@ballistic.com October 6-9, 1999 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES 73rd Annual Meeting San Francisco Marriott, San Francisco, California Contact: 1-803-957-6225 October 22-26, 1999 TURNAROUND MANAGEMENT ASSOCIATION 1999 Annual Conference The Fairmont--Atop Nob Hill, San Francisco, CA Contact: 1-312-822-9700 or ljfialkoff@turnaround.org November 29-30, 1999 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Distressed Investing '99 The Plaza Hotel, New York, New York Contact: 1-903-592-5169 or ram@ballistic.com December 2-4, 1999 AMERICAN BANRKUTPCY INSTITUTE Winter Leadership Conference La Quinta Resort & Club, La Quinta, California Contact: 1-703-739-0800 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 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. 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 * * *