/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/990804.MBX T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 3, 1999, Vol. 3, No. 149 Headlines AAMES FINANCIAL: Launches 95% LTV First Mortgage Program ABLE TELCOM: Annual Meeting To Determine Stock Increase/Issuance ADVANCED RADIO: Stockholders To Decide Investment/Share Increase AMERICAN MOBILE SATELLITE: Second Quarter 1999 Financial Results APS: Summary of Plan AUSTIN PRODUCTS: Case Summary & 20 Largest Unsecured Creditors BRADLEES STORES: Announces Expiration Of Tender Offer BRUNO'S: WR Huff Willing To Purchase Under Alternate Plan CBS TELENOTICIAS: Files For Chapter 11 Protection COLUMBIA HCA HEALTHCARE: Financial Figures On Revenue/Income COMMERCIAL FINANCIAL: Order Extends Exclusivity CRIIMI MAE: Court Enters Order Extending Exclusivity DOW CORNING: Judge To Address Parents' Immunity FIRSTPLUS FINANCIAL: Hearing on Disclosure Statement FWT INC: Noteholders Seek To Retain Jefferies & Company HEALTHCOR HOLDINGS: Files Chapter 11 INTEGRATED PACKAGING: Stockholder Meeting Set For September 3 LIVENT: Seeks To Modify DIP Reserves LOEWEN: Seeks To Extend Time to Assume/Reject Leases MONTGOMERY WARD: Emerges From Chapter 11 NIKE INC: Affiliate Purchases Distribution Center In Japan NORD RESOURCES: Stockholders To Vote On Sale Of Share In Mine PACE HEALTH: J. Pappajohn Holds 40.25% Of Company's Stock PACIFIC TELEOPTICS: Files Chapter 7 QUALITECH STEEL: Order Extends Maturity Date for DIP Financing RENAISSANCE COSMETICS: Houbigant Seeks Compliance SALANT CORP: Judgment/Settlement Funds At Issue In Litigation SAMSONITE: Apollo & Artemis To Increase Investment In Samsonite TRISM INC: Restructuring Agreement, In Principle TV FILME: Negotiating With Noteholders WORLDPORT COMMUNICATIONS: 48.6% Of Stock Owned By Heico WORLDWIDE DIRECT: Century Business Seeks Proceeds From Sale ********** AAMES FINANCIAL: Launches 95% LTV First Mortgage Program -------------------------------------------------------- Aug. 3, 1999--Aames Financial Corporation (NYSE: AAM), a leader in subprime home equity lending, announced that it is offering the subprime lending industry's first 95% loan-to-value (LTV) Debt Consolidation or Purchase Program. "As a leader in the subprime marketplace, we are always searching for products that serve a portion of the market that has been out of reach in the past," said Neil Notkin, Aames Executive Vice President. "This new program gives subprime borrowers the ability to consolidate their debt or purchase a home at first mortgage rates." He said that unlike most high LTV programs, Aames lends to borrowers with less than perfect credit. "For example, borrowers with 30-day mortgage delinquencies, a prior bankruptcy, collections or even charge-offs are not automatically disqualified from the program," Notkin said. He added, "The new 95% LTV Program has great flexibility. Borrowers can have a debt ratio of up to 50%. Although purchase money borrowers are required to have 3% 'own funds' as down payment, 'verifications of employment' and 'verifications of deposits' may be acceptable support. The program includes both 30 Year Fixed Rate and 2/28 ARM products." The 95% LTV Debt Consolidation or Purchase Program is available in all Aames markets except Alaska, Hawaii, New Mexico and New York. In Texas the Program is available for owner-occupied purchase only. It is offered through Aames retail, wholesale and correspondent divisions. Aames Financial Corporation is a leading home equity lender, and currently operates 102 retail offices serving 34 states, plus the District of Columbia. Its broker division operates 44 branches serving 46 states, plus the District of Columbia. ABLE TELCOM: Annual Meeting To Determine Stock Increase/Issuance ---------------------------------------------------------------- Able Telcom Holding Corporation is announcing the 1999 annual meeting of shareholders to be held on a date in September 1999, yet to be determined. The meeting will take place at The Embassy Suites Hotel, 555 S. 10th Street, Omaha, NE 68102 at 10:00 a.m. Central Standard Time. The company will be seeking approval from its stockholders on the following matters: Election of seven Directors to serve until the 2000 annual meeting or until their respective successors are elected and qualified; To ratify and approve amendments to the company's Articles of Incorporation to increase the number of authorized shares of common stock from 25 million to 100 million and preferred stock from one million to five million; To amend Able's 1995 Stock Option Plan to increase the number of shares authorized for issuance under the Plan from 1,300,000 to 3,500,000; and to modify certain terms of the grants of options to Non-Affiliate Directors which include: increasing the number of options granted to Non-Affiliate Directors from 5,000 (initially) to 10,000 annually), granting additional options on an annual basis to Non-Affiliate Directors who serve as Chairman of the Board of the company, and as Chairman and/or as a member of a Board committee, and extending the exercise period of the options to Non-Affiliate Directors to the earlier of (A) the earlier of the date which is six years from the date of its grant or September 19, 2005, or (B) the date which is two years after the date that such Non-Affiliate Director is no longer serving in such capacity; To ratify and approve the issuance of stock options granted to certain Officers and Directors of the company. To approve the possible issuance of more than 1,875,960 shares of common stock upon the exercise of certain options and stock appreciation rights granted to WorldCom, Inc., which share amount represents at least 20% of the outstanding common stock determined immediately prior to the MFSNT Agreement dated April 26, 1998 (this proposal and the proposal noted above are independent of the other); To approve the possible issuance of more than 1,875,960 shares of common stock upon the conversion of the Series B Convertible preferred stock and exercise of certain warrants issued in the Series B Offering, which share amount represents at least 20% of the outstanding common stock determined immediately prior to the MFSNT Agreement dated April 26, 1998 (also a proposal independent of the others); To ratify the appointment of Arthur Andersen LLP as the company's independent accountants for the fiscal year ended October 31, Attendance at the annual meeting is limited to shareholders as of the record date of August 9, 1999, or their authorized representatives. ADVANCED RADIO: Stockholders To Decide Investment/Share Increase ---------------------------------------------------------------- The 1999 annual meeting of Advanced Radio Telecom Corporation is being held at the Bellevue Hilton, 100 112th Avenue NE, Bellevue, WA 98004, on September 8, 1999 at 10:00 a.m. PDT. The purposes of the meeting will be to approve a $251 million equity investment in the company; approve a 4 million share increase in the number of shares issuable under the company's restated equity incentive plan; elect two class III directors and to attend to other business that may arise. The first two proposals must each be approved by a majority of the shares of the company's common stock voted on that proposal. The nominees for director who receive the greatest number of votes will be elected directors. Only stockholders of record at the close of business on July 23, 1999 can vote at the meeting. Proxy statements are going out; information may also be obtained at http://www.sec.gov/cgi-bin/srch-edgar?0000927016-99-002719 free of charge, on the Internet. AMERICAN MOBILE SATELLITE: Second Quarter 1999 Financial Results ----------------------------------------------------------------- American Mobile Satellite Corporation's financial results for the second quarter ending June 30, 1999 show total revenues for the quarter, including equipment sales, increased 2% to $22.9 million from $22.4 million for the same period in 1998. Net service revenues for the quarter were $16.6 million compared with $16.7 million in the second quarter 1998. The company reported a second quarter EBITDA loss of ($10.5) million and a net loss of ($42.4) million, as compared to an EBITDA loss of ($10.4) million and a net loss of ($39.0) million, for the same quarter of the previous year. American Mobile achieved record subscriber growth during the quarter, adding 10,100 units, ending at 123,100 at June 30, 1999. "The second quarter results include the successful beginning of many of our key initiatives," said Walter V. Purnell, Jr., president and CEO of American Mobile. "While the timing of our initial UPS roll-out affected revenue per user, this major launch effort was the key driver behind our record subscriber growth. However, beyond UPS we posted increased growth in virtually every product category and showed particularly strong performance in our multi-mode and voice products." During the second quarter a number of significant business initiatives were announced by American Mobile, including: a strategic alliance with SkyTel Communications to pursue joint opportunities in the wireless data market; debuted eLinksm wireless email service, which, in addition to delivering interactive, two-way communications, the product is the first to provide mobile professionals with integrated wireless access to a broad range of corporate and Internet email and personal information management applications; a five-year contract extension with AT&T for satellite dispatch and wireless telephone communications services; announced the acquisition of the remaining minority interest in XM Satellite Radio from Worldspace, Inc. in exchange for 8.6 million shares of American Mobile stock. Simultaneously, XM Satellite Radio announced a $250 million investment commitment by industry leaders General Motors, DirecTV, Clear Channel Communications, and a group of financial investors. XM also announced a long- term supply and distribution agreement with GM. American Mobile Satellite reached an agreement with Southeastern Freight Lines, Inc. to equip their entire 2,000-truck fleet with mobile messaging services; and achieved the initial roll-out of the multi-year contract with UPS to provide wireless data communications in support of their new generation package tracking device. American Mobile's ARDIS(R) network allows UPS delivery personnel to transmit real-time package information to the company's TotalTrack package tracking system. An agreement was also made with ACS to provide wireless data solutions to enhance the servicing of 7,000 ATM machines. APS: Summary of Plan -------------------- Having reached an agreement with the DIP Lenders, the Debtors propose their Joint Consolidated Liquidating Plan of Reorganization. The Plan contemplates a substantive consolidation of the 10 Debtors' estates, payment of the DIP Lenders' claims, a "gift" from the DIP Lenders to the general unsecured creditors, appointment of a Plan Administrator (designated by the Debtors and the DIP Lenders) to wind-up the Debtors' affairs through a Liquidation/Litigation Trust, and distribution to general unsecured creditors of amounts recovered by the Plan Administrator. The Debtors indicate that they have not obtained the full support of the Creditors' Committee for their Plan, but they are hopeful a consensus will be achieved. The Plan provides for the classification and treatment of creditors' claims against the Debtors' estates: Allowed Administrative Claims - $4 million - to be paid in cash on the Effective dAte Professional Fees - $17 million - to be paid in cash on the Effective Date Priority Federal Tax Claims - $1.3 million - to be paid in cash on the Effective Date Tranche B DIP Bank Claims - $227 million - Recovery estimated at 74% to 83% Unsecured Claims $200 million - If claim holders vote to accept the plan, a pro rata share of the Liquidation Trust, (0% to 3.5%) If the class votes to reject the plan, then no distribution Under the Plan, the Debtors explain, the DIP Lenders come up short, recovering only $160 to $189 million on account of $227.6 million of secured claims. As a result of negotiations between the Debtors and the DIP Lenders, the DIP Lenders agree to "gift" to Class 4 Unsecured Creditors: (a) $250,000 of "seed money" to fund the start-up of a Litigation Trust; (b) partial proceeds of Vendor Claims (rebates, refunds, volume urchase incentives and the like) achieved on or before September 30, 1999, to the extent such proceeds exceed $20 million; and (c) 50% of the proceeds of Preference Actions . Although uncertain, the Debtors and the DIP Lenders project the value of this "gift" at zero to $7,000,000. On the Effective Date of the Plan, the Debtors' officers and directors will be terminated and replaced by a Plan Administrator. The Plan Administrator will be selected by the Debtors and the DIP Lenders, subject to Court approval at the Confirmation Hearing. The Plan provides for a release of all claims and causes of action arising from January 1, 1998 through the Effective Date, by the Debtors against the Plan Administrator, any current or former agent, representative, attorney, accountant, financial advisor or other professional of the Plan Administrator, the Debtors or any Debtor, and any officer, director or employee of such Debtor, but only if, in each case, such party served in such capacity on or after the Petition Date. The Debtors explicitly state that the Plan does not release former directors and officers for acts or omissions occurring prior to January 1, 1998. If the Debtors' estates were liquidated under chapter 7 of the Bankruptcy Code, a Chapter 7 Trustee would collect a 3% fee and the DIP Lenders would recover only $179 to $190 million on account of their secured claims, leaving nothing for Class 4 Unsecured Creditors. Hence, the Debtors conclude, the so-called best interests of creditors test is satisfied because the Plan provides a recovery of up to $6.9 million by Class 4 Unsecured Creditors. AUSTIN PRODUCTS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Austin Products, Inc. 5430 LBJ Freeway, Suite 1500 Dallas, Texas 75240 Type of business: Court: Northern District of Texas Case Number 99-33661 Filed: 05/09/99 Chapter: 11 Debtor's Counsel: M. DeWayne Hale McGuire Craddock Struther & Hale, PC 3550 Lincoln Plaza, 300 North Akard Dallas, Tex. 75201 20 Largest Unsecured Creditors: Name Amount ---- ------ Performance Polymers 1,464,542 Equistar Chemicals LP 500,272 Mueller (USA) 434,575 Ohio Valley 347,781 Solvey Polymers 273,041 Muelstein 260,196 Spectra-Polymer 265,056 Goldmark Plastics 248,660 Mass Electric 165,131 Alpha Holdings, Inc. 160,189 Rand Whitney Container 148,688 Molded Corrugated Paper 138,259 New England Manpower 137,028 Tandem Formerly Labvor World 124,319 JBM 118,509 Seaboard Folding Box 103,970 PGM Plastics 90,051 City of Worcester 52,607 The Agency Staffing Services 81,315 Top Temp Services 77,339 BRADLEES STORES: Announces Expiration Of Tender Offer ----------------------------------------------------- Bradlees, Inc. announces that approximately 75% of all its outstanding 9% Convertible Notes have been tendered. The company expects to close the tender offer on August 5, 1999, following the satisfaction of certain closing conditions and the completion of the paydown of outstanding notes with the proceeds of the previously announced sale leaseback of the Yonkers, New York location. A tender offer for $14 million of 9% Convertible Notes expired earlier this week. Under terms of the offer, the company has the option to purchase the Convertible Notes at a discount beginning December 1, 1999 and expiring January 31, 2001. Bradlees is a leading regional discount retailer with 102 stores in seven Northeastern states and 1998 sales of $1.4 billion. Bradlees offers an assortment of merchandise focused on basic and casual apparel, basic and fashion items for the home, and commodity and convenience products. BRUNO'S: WR Huff Willing To Purchase Under Alternate Plan --------------------------------------------------------- In a letter to Bruno's Board of Directors dated June 7, 1999, W.R. Huff Asset Management Co., L.L.C., on behalf of its affiliates and discretionary accounts, indicates its willingness to enter into an agreement to purchase Bruno's, Inc., under an alternative plan of reorganization that, Huff says, will provide: (1) a higher and realistic valuation; (2) superior value to the bank debt holders; (3) superior value to the non-bond holder unsecured creditors, the option to take stock in lieu of cash, and preservation of litigation claims for the non-bond holder unsecured creditors' benefit; (4) recovery to the subordinated noteholders in the ability to purchase stock at this value and the ability to recover from litigation pursued by the estate. Under Huff's alternative plan proposal, Bruno's would be sold to Huff and its affiliates. Administrative and tax claims would be paid in cash in the Effective Date. Tax claims would be paid over 6 years with 8% interest. The Bank Claims, valued at $320 million, would be paid $100 million in cash and issued $220 million in Noted priced to trade at par. General Unsecured Creditors would be given the option of taking (a) 28 cents-on-the-dollar in cash or (b) new common stock in lieu of cash. Subordinated Noteholders would gain the ability to participate in a Rights Offering premised on a $320 million enterprise valuation and receive warrants having a strike price of 25% above the existing enterprise value. Huff would backstop the Rights Offering. Huff envisions constituting a new board of directors, consisting of Bruno's CEO, 5 people designated by Huff, and one person jointly selected by the Subordinated Noteholders and the General Unsecured Claims Purchasers. The alternative plan suggested by Huff would not provide any releases to KKR, nor would it forgive stock purchase loans made to Bruno's officers and directors. A litigation trust would be put in place to take an assignment of all Old Bruno's claims and causes of action and would be free to pursue those claims for the benefit of the Debtors' creditors. (Bruno's Bankruptcy News Issue 23; Bankruptcy Creditors' Services Inc.) CBS TELENOTICIAS: Files For Chapter 11 Protection -------------------------------------------------The Spanish- language cable news network CBS TeleNoticias has filed for Chapter 11 bankruptcy protection to escape mounting debt. "This is obviously a very tough decision for us to make," said company president Manuel Abud, who broke the news to employees Thursday night. "We have tried very hard to find ways to address the financial difficulties of the company." The network, which laid off more than a quarter of its work force with the elimination of 77 jobs last week, announced plans to continue operations while restructuring the company. The 24-hour, all-news network distributed to more than 9-million homes in 22 countries in North and Latin America plans to cut expenses, aggressively court advertising revenue and seek outside investment. (St. Petersburg Times- July 31, 1999) COLUMBIA HCA HEALTHCARE: Financial Figures On Revenue/Income ------------------------------------------------------------- Columbia/HCA Healthcare Corporation's operating results for the second quarter and six months ended June 30, 1999 show for the second quarter of 1999, revenues totaled $4.2 billion compared to $4.8 billion in the second quarter of 1998. Net income for the second quarter of 1999 totaled $106 million, compared to $78 million in the second quarter of 1998. The company recorded asset impairment charges of approximately $54 million ($51 million net of tax), during the second quarter of 1999. In the second quarter of 1998, the company incurred losses from discontinued operations and the disposal of discontinued businesses totaling $95 million after tax. Revenues for the six months ended June 30, 1999, totaled $8.8 billion compared to $9.7 billion in the first six months of 1998. Net income totaled $428 million in 1999, versus $275 million in 1998. The company says several factors continued to affect its financial results during the first half of 1999, including reduced Medicare reimbursement mandated by the Balanced Budget Act of 1997; increased supply expense due to the increasing costs of new technology and pharmaceuticals; and increased bad debt expense. As of June 30, 1999, the company operated 220 hospitals and 85 ambulatory surgery centers (including 16 hospitals and 4 ASCs owned through 50/50 equity joint ventures), compared to 335 hospitals and 144 ambulatory surgery centers (including 26 hospitals and 5 ASCs owned through equity joint ventures) at June 30, 1998. On May 11, 1999, the company completed the tax-free spin-offs to Columbia/HCA shareholders of LifePoint Hospitals, Inc. and Triad Hospitals, Inc. Columbia/HCA received approximately $900 million, tax-free from the spin-off transaction. The Company also sold its investments in 8 hospitals and certain other non-core assets during the second quarter of 1999 for approximately $160 million, net of tax. During the second quarter of 1999, the company completed the repurchase of approximately 62 million shares of its common stock for approximately $1.5 billion. Since August 1998, the company has repurchased approximately 85 million shares of its common stock for approximately $2 billion. As of June 30, 1999, the company had approximately 564 million shares issued and outstanding. At June 30, 1999, the company's balance sheet reflected total debt of approximately $6.7 billion, stockholders' equity of approximately $5.4 billion and total assets of approximately $16.7 billion. Capital expenditures for the quarter totaled approximately $389 million. The company's total debt-to-capital ratio was 52 percent at June 30, 1999, compared to 50 percent at June 30, 1998. COMMERCIAL FINANCIAL: Order Extends Exclusivity ----------------------------------------------- The US Bankruptcy Court for the Northern District of Oklahoma entered an order extending the exclusivity of the debtors, Commercial Financial Services, Inc., and CF/SPC NGU, Inc. The exclusive periods for CFS and NGU to file a plan of reorganization are extended through and including September 30, 1999. The exclusive periods for CFS and NGU to solicit acceptances to their plans of reorganization are extended through and including December 1, 1999. CRIIMI MAE: Court Enters Order Extending Exclusivity ---------------------------------------------------- After receiving support of the official creditor and equity holder committees in its bankruptcy proceedings, CRIIMI MAE, Inc. obtained court approval on July 30, 1999 to file a reorganization plan through September 10, 1999 and solicit acceptances of the plan through November 10, 1999. DOW CORNING: Judge To Address Parents' Immunity ----------------------------------------------- Bankruptcy Judge Arthur Spector (E.D. Mich.) said Friday that he will focus on whether Dow Corning Corp.'s corporate parents, Dow Chemical Corp. and Corning Corp., should remain immune to lawsuits related to the $4.5 billion settlement over silicone breast implants, according to the Associated Press. An attorney for several plaintiffs in Nevada said that Dow Corning’s reorganization plan is "illegal...unconstitutional and it's in bad faith under the Bankruptcy Code." Under the proposed settlement, women who claim the implants caused health problems could receive $12,000 to $300,000 each and up to $25,000 for ruptured or leaking implants, as well as up to $5,000 for implant removal. The plan provides $3.2 billion to settle the women's claims, as well as $1.3 billion to settle other claims, including those from creditors and health care organizations. Almost 113,000 women voted on the settlement earlier this year, and 94 percent of them approved the plan. Judge Spector also requested that the attorneys submit additional briefs on the issue of punitive damages. "If the debtor's product didn't cause these people's diseases...then they shouldn't have to pay for anything. If they did cause diseases for syndromes, then until they have no more money they should pay," he said. Judge Spector did not say when he would issue his ruling, but if he does not confirm Dow Corning's plan, a new settlement would have to be drafted. Dow Corning, based in Midland, Mich., filed chapter 11 in 1995 following thousands of lawsuits from women who had Dow Corning implants. (ABI 2-August-99) FIRSTPLUS FINANCIAL: Hearing on Disclosure Statement ---------------------------------------------------- The hearing to consider approval of the Disclosure Statement will be held on Friday, September 24, 1999 at 9:30 PM before the Honorable Harold C. Abramson, US Bankruptcy Court, 1100 Commerce Street, 14th Floor, Courtroom No. 2, Dallas, Texas. FWT INC: Noteholders Seek To Retain Jefferies & Company ------------------------------------------------------- The Official Committee of Noteholders of FWT, Inc. seeks to retain Jefferies & Company, Inc. The firm will provide the following services: Advise and assist the Noteholders Committee in its analysis and monitoring of the debtor's business, operations, properties, financial condition and prospects; Advise the Noteholders Committee on the current state of the "restructuring market" and assist and advise the Noteholders Committee in developing a general strategy for accomplishing a proposed restructuring; Assist and advise the Noteholders Committee with implementing a plan of restructuring with the debtor; Assist and advise the Noteholders Committee with developing a strategy with respect to recapitalization and/or merger and acquisition options for the debtor; Negotiate on behalf of the Noteholders Committee any and all aspects of the Restructuring; Attend Noteholders Committee meetings and court hearings as may be required in their role as financial advisors to the Noteholders Committee; and Assist with such other merger and acquisition and financial advisory services as may be requested by the Noteholders Committee and its counsel. Jefferies will be paid a fee of $150,000 for services rendered to the Noteholders Committee after June 16, 1999 until the end of the engagement. In addition to the Work Fee, Jefferies will also receive a transaction fee at the conclusion of an offer in connection with the Restructuring. HEALTHCOR HOLDINGS: Files Chapter 11 ------------------------------------ HealthCor Holdings Inc., a Dallas-based home health care service provider, filed for chapter 11 protection Friday, according to a newswire report. HealthCor's net revenues for the first quarter of 1999 were $22.7 million, decreasing $9.9 million from last year's first quarter report. On July 1 the company sold its Home Medical Equipment operations to Lincare Holdings Inc., which included operations in Texas, Arizona, Oklahoma, New Mexico, Arkansas, Missouri and Kansas, and on July 8 the company sold four of its homecare nursing operations in Arkansas to Addus HealthCare Inc. (ABI 03-Aug-99) INTEGRATED PACKAGING: Stockholder Meeting Set For September 3 -------------------------------------------------------------- The annual meeting of stockholders of Integrated Packaging Assembly Corporation, a Delaware corporation, will be held on Friday, September 3, 1999, at 10:00 a.m., local time, at the company's offices at 2221 Old Oakland Road, San Jose, California. During the meeting stockholders will be asked to elect five directors to serve for the ensuing year and until their successors are elected and qualified; to amend the company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock by 125,000,000 shares to 200,000,000 shares and increase the authorized number of shares of preferred stock by 5,000,000 shares to 10,000,000 shares. They will also consider and vote on amending the company's 1993 Stock Option Plan to increase the number of shares available for issuance under the Plan by 17,485,079 shares to an aggregate of 20,000,000 shares and to amend the company's Employee Stock Purchase Plan to increase the number of shares available for issuance under that Plan by 1,600,000 shares to an aggregate of 2,000,000 shares. Additional business will be to approve the company's 1999 Director Option Plan with 4,000,000 shares reserved for issuance. Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the company for the 1999 fiscal year will also be requested. Only stockholders of record at the close of business on August 12, 1999 are entitled to notice of and to vote at the meeting. Proxy material may be viewed at http://www.sec.gov/cgi-bin/srch- Edgar?0001012870-99-002558 on the Internet, without cost. LIVENT: Seeks To Modify DIP Reserves ------------------------------------ Fearing a working capital shortfall beginning in mid-August, Livent Inc. is seeking court approval of an amendment to its $25 million debtor-in-possession financing facility with Angelo Gordon & Co. which will enable it to continue to operate its business pending the closing of the sale of substantially all of its assets to SFX Entertainment Inc. While the sale could close as early as today, Livent acknowledged that the deal may close as late as Sept. 30, or later by mutual agreement of the parties. Livent spokesman Don Nathan told Federal Filings Business News that the sale "is unlikely to close today, but is likely to close in August." As widely reported, Livent announced on July 8 that its agreement to sell its assets to SFX for as much as $116 million was approved by U.S. and Canadian bankruptcy courts after no rival bidders stepped forward at the sale hearing. Livent's financial projections indicate that the company will have a working capital shortfall starting not later than the second week of August, the motion points out. Citing the "inherent uncertainty" concerning the timing of the closing of the sale, Livent said that it needs to amend the DIP facility to ensure its ability to continue to operate its business through the successful closing of the sale. (The Daily Bankruptcy Review and ABI Copyright c August 2, 1999) LOEWEN: Seeks To Extend Time to Assume/Reject Leases ---------------------------------------------------- The Debtors are tenants under some 300 unexpired nonresidential real property leases for premises from which they operate funeral homes and maintain sales and corporate offices. The Debtors tell the Court that they are evaluating the entire range of reorganization alternatives available to them, and it is impossible at this early date to determine which alternative will generate the greatest recovery for their estates and creditors or what the scope and nature of their operations will be following the resolution of their insolvency proceedings. Accordingly, it is impossible for the Debtors to evaluate whether their Leases should assumed or rejected within the first 60 days of their chapter 11 cases. The Debtors ask the Court to extend, through confirmation of a plan of reorganization, the 60 day period granted to them pursuant to 11 U.S.C. Sec. 365(d)(4) within which to decide whether to assume or reject their Leases. Without an extension, the Debtors are certain they would imprudently reject valuable Leases and improvidently assume burdensome leases. The Debtors remind Judge Walsh that he has granted identical relief in, among other high-profile chapter 11 cases, In re APS Holding Corp., Case No. 98-197 (PJW) (Bankr. D. Del. June 18, 1999); In re Montgomery Ward Holding Corp., Case No. 97-1409 (PJW) (Bankr. D. Del. Aug. 28, 1998); In re Freuhauf Trailer Corp., Case No. 96-1563 (PJW) (Bankr. D. Del. Dec. 4, 1996). The Debtors make it clear that the extension they request is without prejudice to the right of any Landlord to seek an order requiring a Debtor to elect to assume, assume and assign or reject a particular Lease prior to the Confirmation Date. MONTGOMERY WARD: Emerges From Chapter 11 ---------------------------------------- August 2, 1999 -- Montgomery Ward announced that the Company has emerged from Chapter 11 bankruptcy protection today, having fulfilled the requirements in its Plan of Reorganization. "Wards emergence from bankruptcy protection is a direct result of the efforts of our associates and the support of our customers and vendors," said Roger Goddu, Chairman and CEO of Wards. "Together, we have made important progress financially, operationally and most significantly in merchandising, setting the stage for a bright future for Wards. The successful performance of our prototype stores is evidence that the new Wards is resonating with our target customers." The company's first three prototype store remodels, introduced in September 1998, continue their outstanding performance. Sales for another nine stores, just completed under the same format, are already up over 15 percent for July. The grand opening for these nine stores plus an additional 10 remodeled stores is scheduled for Aug. 20. Another 21 prototype remodels will be completed by the end of October giving Wards 43 remodeled stores in advance of the 1999 holiday selling season. Wards also announced completion of a $1.0 billion inventory financing facility with BT (Bankers Trust) Commercial Corporation, a unit of Deutsche Bank. In addition, the sale of Signature to GE Capital has been completed. Through a long term marketing arrangement, the close relationship between Wards and Signature will continue and represents an important ongoing source of revenue for Wards. Wards operates 252 full-line stores in 32 states. The complete text of the Plan may be found at http://www.sec.gov/cgi-bin/srch-edgar?0000950131-99-004535on the Internet, free of charge. NIKE INC: Affiliate Purchases Distribution Center In Japan ---------------------------------------------------------- On July 2, 1999 Nike Inc. and certain of its affiliates executed a series of agreements with Nissho Iwai Corporation, certain Nissho Iwai affiliates, and other parties. Under the agreement Nike Logistics Y.K., an indirect, wholly owned subsidiary of Nike Inc, agreed to purchase from Nissho Iwai a distribution center currently under construction near Tokyo, Japan; various affiliates of Nike Inc. agreed to continue to engage Nissho Iwai and its affiliates, until May 31, 2001, to provide buying agency and logistics services in connection with the importation of Nike brand products into various countries around the world; and Nike Inc. made certain commitments as to aggregate commissions that are to be payable by the company's affiliates to Nissho Iwai and its affiliates over the term of the buying agency and logistics services agreements. The Japan distribution center purchase, which was completed on July 12, 1999, increased Nike's consolidated property, plant and equipment by approximately 24,500,000,000 Japanese Yen (approximately $210,000,000). Nike Logistics Y.K. assumed certain long term debt obligations of Nissho Iwai, increasing the company's consolidated long term debt by 13,000,000,000 Japanese Yen(approximately $111,000,000). The remainder of the purchase price for the Japan distribution center was financed by short term borrowings. NORD RESOURCES: Stockholders To Vote On Sale Of Share In Mine ------------------------------------------------------------- The 1999 annual meeting of shareholders of Nord Resources Corporation will be held at New York Helmsley, 212 E. 42nd Street, New York, New York 10017 on September 8, 1999 at 10:30 a.m. The meeting will undertake consideration and vote on the election of seven directors for a one year term; approval of the sale of the corporation's 50% ownership interest in the Sierra Rutile titanium dioxide mine in Sierra Leone to an affiliate of MIL S.A.R.L.; and to transact any other business that may arise. The close of business on July 22, 1999 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. The company's proxy statement may be accessed on the Internet at http://www.sec.gov/cgi-bin/srch-edgar?0001003297-99-000108 without cost. PACE HEALTH: J. Pappajohn Holds 40.25% Of Company's Stock --------------------------------------------------------- John Pappajohn presently beneficially owns an aggregate of 3,475,218 shares of common stock,(assuming the conversion of 1,250,000 shares of Series A preferred stock into 2,500,000 shares of common stock) and warrants to purchase another 1,642,487 shares of common stock of Pace Health Management Systems Inc. The shares of common stock and the warrants represent 40.25% of the outstanding common stock of the company based upon 12,714,271 shares of common stock actually outstanding as of July 20, 1999. Mr. Pappajohn has sole power to vote or direct the vote and sole power to dispose or direct the disposition of all shares of common stock and Series A preferred stock that he owns. On July 20, 1999 Mr. Pappajohn purchased 466,699 shares of common stock, 625,000 shares of Series A preferred stock, and warrants to purchase another 369,320 shares of common stock for an aggregate price of $268,750. PACIFIC TELEOPTICS: Files Chapter 7 ----------------------------------- Pacific Teleoptics Inc., a Rancho Cucamonga, Calif.-based fiber optics company, filed chapter 7 on July 20 in the U.S. Bankruptcy Court in Riverside, Calif., according to a newswire report. Pacific Teleoptics listed its liabilities at $2.4 million, including $300,000 in back payroll taxes and $750,000 in union fringe benefits owed to Southern California International Brotherhood of Electrical Workers (SCIBEW), and its assets at $333,800. The company is attempting to collect $300,000 in a lawsuit filed against MBE Electric (a contractor that Pacific Teleoptics claims hasn't paid for work it completed) for breach of contract. "A lot of their guys tended to underbid just in order to get the jobs. Then they found they couldn't deliver," said Clint Wells, CFO of Fibertron, a fiber optic supplier owed $50,000 by Pacific Teleoptics. The company signed a labor contract with the SCIBEW but never paid into the workers' trust fund for health and pension benefits. Pacific Teleoptics stated in their petition that there probably won't be any funds left over after liquidation to pay its 47 unsecured creditors. (ABI 03-Aug-99) QUALITECH STEEL: Order Extends Maturity Date for DIP Financing -------------------------------------------------------------- Qualitech Steel Corporation and Qualitech Steel Holdings Corp., debtors agree to extend the maturity date for the DIP Financing approved by order of the court dated May 13, 1999. In support of this order, the debtors and the DIP Lenders state that it is in the best interests of the estates to extend the maturity date of the DIP Financing to and including August 25, 1999. RENAISSANCE COSMETICS: Houbigant Seeks Compliance ------------------------------------------------- Houbigant, Inc. seeks an order compelling the debtors' compliance with an agreement and court order regarding the debtors' sale of substantially all of their assets. A hearing will be held on July 29, 1999 at 9:00 AM. Houbigant believes that there is a substantial likelihood that the debtors do not intend to abide by the agreement through which they obtained Houbigant's withdrawal of its objection to the sale of the debtor's assets. Houbigant asserts that the most important term of the agreement to Houbigant was the requriement that any product that the debtors' sold bearing Houbigant's trademarks be conforming goods. Allowing nonconforming goods into the marketplace could have detrimental effects on the value of Houbigant's trademarks. The debtors have not met their obligation to provide sufficient information for Houbigant to determine that the goods that the debtors propose to sell bearing Houbigant trademarks are conforming. Based upon the limited information that the debtors have provided and upon its own due diligence, Houbigant believes that the debtors, in fact, intend to sell nonconforming goods bearing Houbigant's trademarks. In order to allow the sale to close, Houbigant has requested that goods bearing its trademarks be segregated, and that it be allowed to inspect the goods. To date, the debtors have not agreed to this procedure. SALANT CORP: Judgment/Settlement Funds At Issue In Litigation ------------------------------------------------------------- Salant Corporation is a defendant in a lawsuit captioned Maria Delores Rodriguez-Olvera, et al. vs. Salant Corp. et al. The plaintiffs in the Rodriguez-Olvera Action assert personal injury, wrongful death, and survival claims arising out of a bus accident that occurred on June 23, 1997. A bus registered in Mexico, owned by the Company's subsidiary Maquiladora Sur, S.A. de C.V., a Mexican corporation (and driven by a Mexican citizen and resident employed by Maquiladora), carrying Mexican workers from their homes in Mexico to their jobs at Maquiladora, overturned and caught fire in Mexico. Fourteen persons were killed in the accident, and twelve others claim injuries as a result of the accident; the Rodriguez-Olvera plaintiffs seek compensation from Salant for those deaths and injuries. A motion on behalf of the company to dismiss the Rodriguez-Olvera Action under the doctrine of forum non conveniens was denied by the trial court. The company then sought review of that ruling by an action for a writ of mandamus. The Texas Court of Appeals denied the writ of mandamus (leaving intact the lower court's denial of the company's motion to dismiss for forum non conveniens), and lifted its stay of the underlying Rodriguez-Olvera Action in the trial court. Mandamus was thereafter sought in the Texas Supreme Court, and the Texas Supreme Court denied relief. Upon the lifting of the stay by the Texas Court of Appeals, the trial court set the Rodriguez-Olvera Action for trial, with jury selection to begin on July 26, 1999. The Rodriguez-Olvera plaintiffs have advised that they will rely in substantial part on actions in the United States that are alleged to give rise to liability. Salant is also a defendant in a related declaratory judgment action, captioned Hartford Fire Insurance Co. v Salant Corp., relating to the company's insurance coverage for the claims that are the subject of the Rodriguez-Olvera Action. In the Hartford Action, the company's insurers seek a declaratory judgment that the claims asserted in the Rodriguez-Olvera Action are not covered under the policies that the insurers had issued. The company's insurers have nevertheless provided a defense to the company in the Rodriguez-Olvera Action, without prejudice to their positions in the Hartford Action. If, as Salant contends in the Hartford Action, the Rodriguez-Olvera claims are covered by insurance, the damages sought by the Rodriguez-Olvera plaintiffs nevertheless exceed the face amount of the company's liability insurance coverage. It is possible that the damages that would be awarded in the Rodriguez-Olvera Action could exceed the company's available coverage limits. Counsel for the plaintiffs in the Rodriguez-Olvera Action has once more offered to settle that lawsuit for an amount that is within the company's insured limits. While the company's carriers made a settlement proposal in response, their offer was for a lesser amount, and was rejected. The company has demanded of its carriers that the Rodriguez-Olvera Action be settled within the company's policy limits, and, if it is not, is considering the company's options in this regard. SAMSONITE: Apollo & Artemis To Increase Investment In Samsonite ---------------------------------------------------------------- Samsonite Corporation reports that, in connection with its previously announced rights offering, Apollo Investment Fund, L.P. has agreed to increase its obligation to "back-stop" the rights offering, and Artemis America Partnership has agreed to make up to a $25 million investment in Samsonite. In April 1999, Samsonite announced plans to commence a $75 million rights offering to its stockholders to strengthen its capitalization. Under the terms of the proposed rights offering, the company would distribute, on a pro rata basis, to all of its common stockholders of record as of a date to be determined, transferable rights to purchase $75 million of common stock. It is currently contemplated that the rights will be exercisable at a price of $6.00 per share. As previously announced, Apollo agreed to make a "bridge" investment equal to the aggregate subscription price of the rights distributable to Apollo and an affiliate in the rights offering and to "backstop" the rights offering to the extent that shares are not purchased by other stockholders, subject to a maximum aggregate subscription by Apollo of $37.5 million. Apollo has now agreed to increase its backstop obligation by $12.5 million, representing a maximum aggregate subscription by Apollo of $50 million. Apollo funded its bridge investment by purchasing $25.4 million of non-voting convertible junior preferred stock that is the economic equivalent of 4,235,000 shares of common stock. Artemis America Partnership will make its investment in Samsonite by purchasing from Apollo, at Apollo's cost, one-half of the shares that Apollo purchased under its bridge investment and one- half of any shares that Apollo is obligated to purchase under the backstop. Artemis America Partnership is an affiliate of Artemis SA. Artemis SA is the holding company of Francois Pinault, a French financier and the controlling shareholder, among other interests, of Christies', the world's leading fine art auctioneer, and Pinault-Printemps-Redoute, Europe's number one specialist retailer. Prior to its bridge investment, Apollo beneficially owned approximately 34% of Samsonite's outstanding common stock, of which approximately one-half was held by an affiliate in a managed account pursuant to the terms of an investment management agreement with Artemis. In connection with Artemis' new investment, the voting rights with respect to the shares held in the managed account will be transferred to Artemis. Apollo and Artemis have entered into a Stockholders Agreement which, among other things, provides that Apollo and Artemis will vote their shares in favor of a specified slate of directors, which includes all current members of Samsonite's board of directors, plus, at the request of Artemis, an additional person designated by Artemis. Apollo and Artemis have also agreed to vote any shares of common stock purchased by them in connection with the rights offering in proportion to the votes of other stockholders to the extent that their aggregate beneficial ownership exceeds approximately 34% of Samsonite's outstanding voting stock. Luc Van Nevel, President and Chief Executive Officer, stated "We are pleased by the continuing confidence shown by Apollo in Samsonite and by Artemis' decision to make a new investment in Samsonite by participating in Apollo's bridge investment and backstop commitment. Subject to SEC clearance and further Board action, Samsonite intends to commence the rights offering during the third quarter of 1999. The rights offering will be made only by means of a prospectus. Samsonite is one of the world's largest manufacturers and distributors of luggage, marketing products under brands such as SAMSONITE, AMERICAN TOURISTER and LARK. TRISM INC: Restructuring Agreement, In Principle ------------------------------------------------- Trism, Inc. has reached an agreement, in principle, with the steering committee representing major holders of the company's approximately $86.2 million of 10 3/4% Senior subordinated notes due 2000. Trism says it expects that this agreement will significantly reduce its existing long-term debt, pay all of its other debt in full, and fully satisfy its trade and leasing obligations in. The agreement in principle is subject to completion of definitive documentation, and is to be carried out under a pre-arranged plan, which may require court approval. Trism had announced on June 10, 1999 that it would not make the current interest payment due on the senior notes. As a result, in accordance with the restructuring agreement, the 30-day interest payment grace period will expire without payment. Edward L. McCormick, the President and Chief Executive Officer of Trism said, "We are extremely pleased to announce this agreement and to announce the restructuring to our employees, customers, vendors, and financial partners. Under the direction of the current management team, we will continue the revitalization of our operations with a solid balance sheet and a sound capital structure. This consensual reorganization allows Trism to accelerate the marketing, operations, and financial strategies which we believe will improve our company's growth and profits". By the terms of the restructuring agreement, the senior notes will be converted into new notes in the aggregate principal amount of $30 million, due 2004, with interest at the rate of 12% per annum (the first semi-annual interest payment will be due in March 2000), and 95% of the new common equity of Trism will be issued post-recapitalization, prior to dilution respecting a contemplated management stock incentive program. Trism's existing common stock will be converted into 5% of the new common equity to be issued post-recapitalization, prior to dilution. Trism, Inc. is the nations leading transportation company that specializes in the transportation of heavy weight, over- dimensional, environmental, and secured materials. The company provides a full range of logistics services for specialized markets, intermodal management services, and worldwide super heavy haul project services in partnership with Econofreight Group Limited. TV FILME: Negotiating With Noteholders -------------------------------------- Dateline: BRASILIA, BRAZIL - TV Filme, Inc. is in negotiations with a committee representing holders of the company's outstanding 12 7/8% senior notes due 2004 regarding a possible restructuring of its indebtedness. The company has entered into a forbearance agreement with members of the committee, resulting from the company's decision not to pay the interest due on the notes. The forbearance agreement was scheduled to expire on July 30, 1999. The company indicates it cannot be sure it will be successful in negotiating such a re-structuring or an extension of the forbearance agreement. TV Filme, Inc. develops, owns and operates pay television systems in mid-sized markets in Brazil and is the sole provider of multi- point, multi-channel distribution systems in the cities of Brasilia, Goiania and Belem. WORLDPORT COMMUNICATIONS: 48.6% Of Stock Owned By Heico ------------------------------------------------------- On July 15, 1999, Heico (and Michael E. Heisley, indirectly through Heico) acquired securities convertible into 4,615,386 shares of WorldPort Communication Inc. common stock for which Heico paid $15,000,000. Heico also received an option to acquire securities convertible into 3,750,000 shares of WorldPort common stock for an aggregate purchase price of $15,000,000. Heico indicates it acquired the securities for investment purposes and in order to provide WorldPort with the financing necessary to satisfy certain obligations. Michael E. Heisley, Sr. and The Heico Companies have sole voting and sole dispositive power over 17,223,628 shares of common stock and share voting powers on 285,165 shares, representing 48.6% of the outstanding shares of common stock of WorldPort Communications Inc. Heico also holds the option to acquire the 3,750,000 additional shares of common stock of the company. WorldPort reports that Stanley H. Meadows, Assistant Secretary of Heico, has sole voting and dispositive power over 64,854 shares of common stock in the company, Larry W. Gies and Richard O. Dentner hold no stock in the company. WORLDWIDE DIRECT: Century Business Seeks Proceeds From Sale ----------------------------------------------------------- Century Business Credit Corporation seeks an order authorizing the debtors, Worldwide Direct, Inc., et al. to turn over the proceeds of certain pre-petition collateral. Worldwide Direct is indebted to Century under a certain Factoring Arrangement for "obligations" which include loans, advances, fees and charges incurred directly thereunder in the approximate amount of $836,323 as of July 13, 1999, plus continuing accruing interest, fees and charges through date of payment. By order dated March 18, 1999, the court authorized the sale of substantially all the assets of the debtors to AT&T Corp. Upon information and belief, the estimated value on a cost basis of the Century Liquidated Collateral was approximately $1.36 million and the estimated proceeds of the AT&T Sale is believed to be not less than $720,000. Century submits that it is entitled to adequate protection in the form of payment in full of the Century Direct Claim. The debtors have been given access to both the pre-petition documentation supporting Century's secured position as well as a breakdown of the amount of the claims. ********** 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, Yvonne L. Metzler 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 * * *