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/raid1/www/Hosts/bankrupt/TCR_Public/990817.MBX T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, August 17, 1999, Vol. 3, No. 158 Headlines ACME STEEL: To Increase Published Base Prices AMERICAN MOBILE SATELLITE: Special Stockholder Meeting AMERICAN SKIING: $150 Million Investment By Oak Hill Capital ATC GROUP: Deadline for Filing Proofs of Claim ATC GROUP: Hearing to Consider Disclosure Statement AUTOINFO INC: Seeks New Business Opportunities/Losses Continue BUILDERS TRANSPORT: Correction re Associates Claims CALCOMP TECHNOLOGY: Dissolution Filed/Questionable Stock Value CELLEX BIOSCIENCES: Announces Consummation of Plan COLORADO PRIME: Delays Filing Quarterly Financial Statements CONSUMER PORTFOLIO SERVICES: Zero Ownership By NewSouth Capital DAEWOO: Electronics Signs Preliminary Agreement With Walid Alomar FAMILY GOLF: Shares Fall 69 Percent FIDELITY BANCORP: Revenue & Net Income Up FOAMEX: Letter Of Intent Proposes $11.50/Share Buyout Offer GENESIS HEALTH VENTURES: Cypress Group/TPG To Invest $50 Million GENEVA STEEL: Seeks Extension of Exclusivity INSILCO HOLDING: Reports Second Quarter Results IRIDIUM: Case Summary & 20 Largest Creditors IRIDIUM: Involuntary Petition Filed First IRIDIUM: Slides Into Bankruptcy IRIDIUM: Statement From Jim Walz, CEO IRIDIUM: Top Ten Bondholders KOMAG INC: Johnson & Chen Retire/Tan New President & CEO LOEWEN: Seeks To Reject Agreement With Salomon Smith Barney LOEWEN: Seeks To Reject Birch & Bush Consulting Agreement NEXTWAVE: Questions Legitimacy of Nextel Bid NU KOTE HOLDING: Change Of Auditors Results In Delay ORANGE COUNTY: Bankruptcy Attorneys Seek $48 Million Bonus PACE HEALTH: 30.0% Of Common Stock Owned By Wm. G. Walters PARAGON TRADE: Capital Group International With Zero Ownership PICO PRODUCTS: Deloitte & Touche Resigns PRANDIUM INC: Quarter Results Reported/Remains Highly Leveraged SAMSONITE: Filing Shows 16.9% Beneficial Ownership Of Artemis SIZZLER: New Management Named STUART ENTERTAINMENT: Case Summary & 20 Largest Creditors STUART ENTERTAINMENT: Fails To make Interest Payment UNIFIBER: Involuntary Petition Announced WIRELESS ONE: Management To Get $8.13M Upon Reorganization WORLDCORP: World Airways Announces Recapitalization Alternatives Meetings, Conferences and Seminars ********** ACME STEEL: To Increase Published Base Prices --------------------------------------------- Acme Steel Company (OTC Bulletin Board: AMIIQ) announced that it will increase published base prices $30 per ton, effective with new orders promised for delivery October 3, 1999 or later, for hot rolled carbon and alloy sheet and strip steel products. Acme Metals Incorporated, through its operating subsidiaries, is a fully integrated producer of steel, steel strapping and strapping products, and welded steel tubing. On September 28, 1998, Acme Metals and its subsidiaries filed separate voluntary petitions for protection and reorganization under Chapter 11 of the United States Code. The Company is in possession of its properties and assets and continues to manage its business as debtor-in-possession subject to the supervision of the Bankruptcy Code. Its common stock is listed on the Bulletin Board of the National Association of Securities Dealers under the symbol AMIIQ. AMERICAN MOBILE SATELLITE: Special Stockholder Meeting ------------------------------------------------------ Shareholders of American Mobile Satellite Corporation are invited to attend a special meeting of stockholders of the company to be held at 9:00 a.m. on Tuesday, September 7, 1999 at the offices of American Mobile Satellite Corporation located at 10802 Parkridge Boulevard, Reston, Virginia 20191. Stockholders will meet for the following purposes: To consider and act upon a proposal to issue shares of American Mobile Common Stock to XM Ventures in connection with the Exchange Agreement entered into by American Mobile Satellite with WorldSpace, Inc., XM Satellite Radio Holdings Inc., and XM Ventures; to approve an amendment to the cmpany's Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance from 75,000,000 shares to 150,000,000 shares; and to transact any other business that may arise. Only holders of record of American Mobile's common stock at the close of business on July 14, 1999, will be entitled to vote at the meeting. AMERICAN SKIING: $150 Million Investment By Oak Hill Capital ------------------------------------------------------------- American Skiing Company has closed its previously announced $150 million investment by Oak Hill Capital Partners, L.P., a private equity investment group. The company also announced today that it has received consent from its lenders to simplify its capital structure by merging American Skiing Co. East, Inc. and American Skiing Co. West, Inc. into the parent company. Management expects to complete the merger within the next sixty days. Chairman and Chief Executive Officer of American Skiing Company, Leslie B. Otten, stated, "The infusion of Oak Hill's capital investment greatly increases our financial flexibility and allows us to fully implement our growth strategy. Our entire organization is energized about the benefit of this transaction to our resort communities, as we now have the resources to continue to execute our development plans. The investments we have made during the past several years, combined with those now underway, are creating a state-of-the-art resort network, which offers the best skiing and riding experience available in each of our markets. We are excited about the product we will be delivering to our guests for the upcoming winter season. " "We believe that American Skiing Company represents an outstanding investment opportunity for Oak Hill," commented Steven B. Gruber, Managing Partner of Oak Hill Capital Partners. "This capital will provide the company the financial strength to expand its leadership in the ski resort industry. We look forward to working closely with the entire team of employees at the company and assisting in the execution of its strategy." Oak Hill Capital Partners, L.P. is a $1.6 billion private equity partnership founded by Robert M. Bass and his team of investment professionals. Oak Hill Capital makes significant investments through acquisitions, build-ups, recapitalizations, restructurings, strategic joint ventures and the purchase of minority stakes across a wide range of industries. Oak Hill Capital Management, Inc., based in New York, and Menlo Park, California, manages the partnership. Headquartered in Newry, Maine, American Skiing Company, founded by Leslie B. Otten, is the largest operator of alpine ski, snowboard and golf resorts in the United States growing skier visits ten-fold over the last five years. Its resorts include Steamboat in Colorado; Killington, Mount Snow and Sugarbush in Vermont; Sunday River and Sugarloaf/USA in Maine; Attitash Bear Peak in New Hampshire; The Canyons in Utah; and Heavenly in California/Nevada. ATC GROUP: Deadline for Filing Proofs of Claim ---------------------------------------------- According to a notice filed in The Wall Street Journal on August 16, 1999, the deadline for the filing of proofs of claim against ATC Group Services, Inc. and its debtor affiliates is set for September 17, 1999, 5:00 PM. ATC GROUP: Hearing to Consider Disclosure Statement --------------------------------------------------- According to a notice filed in The Wall Street Journal on August 16, 1999, a hearing shall be held before the Honorable Jeffry H. Gallet, US Bankruptcy Judge of the Southern District of New York, One Bowling Green, NY on September 24, 1999 at 11:00 PM. AUTOINFO INC: Seeks New Business Opportunities/Losses Continue -------------------------------------------------------------- Autoinfo Inc. has no remaining automobile receivables and has ceased to operate as an automobile finance company. The company says it is in the process of identifying new business opportunities in furtherance of its plan to rebuild the company and create shareholder value. However, the company states there is substantial doubt about the its ability to continue as a going concern. If the company is unsuccessful in identifying and consummating new business opportunities, it does not have sufficient liquid assets and available lines of credit to meet its short and long-term capital requirements. For the quarter ended June 30, 1999 Autoinfo experienced net losses of $541,046 on net revenue of $14,690; in the same quarter of 1998 net losses were $4,267,610 on net revenue of $27,192. For the six months ended June 30, 1999 the company's net losses were $1,020,664 as compared to 1998 same period net losses of $4,836,521. Revenue in the six month, 1999 period, was $50,192; in the 1998 period, $52,495. BUILDERS TRANSPORT: Correction re Associates Claims --------------------------------------------------- Donald L. Rickertsen, Esq., of Holland & Knight, LLP, advises us that our report in yesterday's edition of the TCR on a compromise in the Builders Transport case is not accurate. In point of fact, the compromise with Associates Commercial Corporation and Associates Leasing, Inc., Mr. Rickersten advises, settles the equipment creditors' $3,228,892 administrative claim and $4,744,200 unsecured claim in consideration of an allowed administrative claim of $150,000. No Associates claims survive except post-petition accident claims, if any. CALCOMP TECHNOLOGY: Dissolution Filed/Questionable Stock Value -------------------------------------------------------------- CalComp Technology Inc. has filed a Certificate of Dissolution with the Secretary of State of Delaware. The company's transfer books will be closed, and the company's common and preferred stock will be treated as no longer being outstanding. Following the filing of the Certificate of Dissolution, the company will sell all of its remaining assets and proceed with the formal dissolution of the company pursuant to Delaware law. The company had previously announced that its Board of Directors had approved a Plan of Complete Liquidation and Dissolution, which was subsequently approved by Lockheed Martin Corporation, the holder of approximately 85 percent of the company's outstanding common stock and 100 percent of the company's outstanding preferred stock. Based on the anticipated value of the company's remaining assets and the amounts owed to creditors of the company, the company believes that it is highly unlikely that any distributions will be made to its preferred or common stockholders. CELLEX BIOSCIENCES: Announces Consummation of Plan -------------------------------------------------- CELLEX BIOSCIENCES, Inc. (OTC: CLXBV) announced today the consummation of the Company's plan of reorganization. Previously, the Company announced that on July 7, 1999, the United States Bankruptcy Court, District of Minnesota, Third Division, entered the order confirming the Company's Modified First Amended Plan of Reorganization dated June 28, 1999 (the "Plan"). The Plan was accepted by all of the requisite classes of the Company's creditors. The Plan became effective on July 30, 1999 (the "Effective Date") and on that date, the $1,115,000 of Debtor-In- Possession financing provided by Biovest, L.L.C. ("Biovest") was converted to new common stock of the Company. As of the Effective Date, the Company's existing common stock, preferred stock, options and warrants were deemed canceled and 1,000,000 shares of new common stock were deemed issued, of which 520,000 shares (52%) will be issued to Biovest and 250,000 shares (25%) will be issued to the Company's unsecured creditors. Until March 15, 2000, 23% of the outstanding shares of the Company will be held in escrow to be released to either Biovest or the Schuster Group, secured creditors of the Company, pursuant to an agreement which was incorporated into the Plan. Also, as of the opening of business on Monday, August 2, 1999, the Company's new common stock was assigned the new stock symbol CLXBV. Upon the issuance of shares to the individual unsecured claimants, the "V" will be deleted signifying that the stock is no longer trading on a "when issued" basis. At such time, the Company will issue a press release providing additional details of the Company's new common stock and its trading. American Stock Transfer & Trust Company of New York, New York will continue to serve as the Company's registrar and transfer agent. Settlements with holders of debt claims are as follows: -- Certain claims are not classified. Unclassified administrative expense claims, including professional fees, which are expected to total at least $286,000 are being paid in full in cash. As of the Effective Date, approximately $220,000 had been paid. Post-petition claims incurred in the ordinary course of business have been paid on a current basis. Pre-petition claims incurred during the period October 6, 1998 and December 8, 1998, including claims of parties to executory contracts and unexpired leases, totaling approximately $200,000 were paid at the effective date. An additional $100,000 may be paid pending final determination of allowed claims. Also, certain taxes, totaling approximately $225,000 will be paid in full in equal monthly installments for six years from assessment beginning September 1, 1999 with interest at the rate of 8% per annum. After the Effective Date, the Company shall continue pay to fees of approximately $5,000 per quarter to the U.S. Trustee until the bankruptcy case is closed. -- Class A-1 secured claims of the Company's financial institution in the approximate amount of $700,000 were purchased by Biovest pursuant to the Plan and will be paid monthly with a 15-year amortization with interest at 7% per annum and payable on the third anniversary of the Effective Date, provided that Class A-3 Claims of the Schuster Group have been paid in full or released. Class A-2 includes $185,000 payable to Biovest, plus interest accrued since February 9, 1999, and will be subject to the same treatment discussed above for Class A-1. -- Class A-3 consists of direct and indirect guarantee claims of the Schuster Group totaling approximately $2,200,000. Such claims will be paid pursuant to a Credit and Stipulation Agreement between Biovest and Schuster Group which was incorporated into the Plan. Under such agreement, during the period from the Effective Date, the Company will pay the Schuster Group, on a monthly basis, accrued interest at rates ranging from 10% to 12% per annum and certain principal payments, based on a 7-year amortization, provided that, until the Schuster Group claims are paid or released, provided that the aggregate monthly debt service payments by the Company, including payments to Schuster Group, cannot exceed $25,000 per month. -- Class A-4 consists of an $80,000 certificate of deposit held as a lien interest by Norwest Bank aka Wells Fargo. Norwest will retain its interest in such security; however, with the consent of the Company's landlord and Norwest, $68,000 of such security may be applied to obligations owed by the Company to the landlord. -- Class A-5 is secured by certain assets of the Company relating to the Company's fluidized bed technology. In full satisfaction, the Company will turn over the assets and abandon all interest in such assets. -- Class A-6 consists of approximately $484,000 owed to the Internal Revenue Service which will be paid in full in equal monthly installments for six years from assessment beginning September 1, 1999 with interest at the rate of 8% per annum. -- Class B consists of the unsecured creditors who will receive 25% of the outstanding common stock of the reorganized company in full satisfaction and release of their claims. Cellex Biosciences Inc. provides advanced cell culture technology -- through patented perfusion systems including the industry's leading AcuSyst(R) hollow fiber systems and contract production services including cell line selection, optimization and subcloning, whole cell and secreted protein production and cell banking. Customers include pharmaceutical, diagnostic and biotechnology companies as well as leading research institutions worldwide. Cell culture is a key process used by these organizations for the creation of novel proteins and monoclonal antibodies needed to detect and treat human diseases such as cancer and AIDS. The Company's corporate headquarters, research and development, contract cell culture production and manufacturing operations are located in Minneapolis, Minn. Biovest is an entity formed for the purpose of acquiring a majority interest in the equity of Cellex Biosciences Inc. COLORADO PRIME: Delays Filing Quarterly Financial Statements ------------------------------------------------------------ Timely filing with the SEC of Colorado Prime Corporation's financial statements for the quarterly period ended June 25, 1999 was prevented, according to the company, by unanticipated delays in the compilation of consolidated financial information. CONSUMER PORTFOLIO SERVICES: Zero Ownership By NewSouth Capital --------------------------------------------------------------- Consumer Portfolio Services Inc. reports that NewSouth Capital Management, Inc. no longer holds any beneficial ownership of common stock in the company. DAEWOO: Electronics Signs Preliminary Agreement With Walid Alomar ----------------------------------------------------------------- A U.S. investment firm has agreed to pay $3.2 billion to buy some assets and operations of South Korea's Daewoo Electronics, a unit of debt-ridden Daewoo Group, the company president said on Friday. Daewoo Electronics president Yang Jae-yeol said Daewoo and Walid Alomar & Associates had signed a preliminary agreement on July 9 and that the deal would be finalised on September 9. Daewoo's creditors and shareholders must approve the deal. "Without approval by about 70,000 minor shareholders, the deal is not possible," Yang said. "Approval by shareholders and creditors is the key to concluding the deal." Shareholders will meet after the deal is finalised, he said. Daewoo Group controls just 5.4 percent of Daewoo Electronics' stock, down from eight percent previously. But the group's small stake is enough to control the company because more than 60 percent of the subsidiary's stock is held by individual shareholders. Local creditors rescued Daewoo Group, the nation's second largest conglomerate, from bankruptcy last month in exchange for 10 trillion won ($8.3 billion) in collateral. Since then Daewoo and creditors have worked on how the group, with 76 trillion won in assets, should be restructured. A company spokesman had said the sale to Walid Alomar would include a direct purchase of stock from Daewoo Group. But Daewoo's Yang said on Friday that Walid Alomar, son of a former Saudi minister, had agreed to take over Daewoo's plants and sales networks, which Daewoo valued at $3 billion, in Western Europe, North and South America, Japan, Korea and Australia. Yang said there would be no layoffs. Daewoo would keep its plants in China, the Commonwealth of Independent States, Middle East, Africa and Southeast Asia. Daewoo has estimated the value of those plants at $2.5 billion. Yang said Daewoo would manage both old Daewoo Electronics and Walid Alomar's New Daewoo Electronics (New DEC), including the operations and research and development functions of both. Walid Alomar formed New DEC on August 6 in the United States, he said. The president said Walid Alomar would borrow $2 billion to help fund the purchase. "It's a very complicated and difficult deal to understand," said Tae Chung, executive director at Hyundai Securities. "It's typical Daewoo style." The deal has raised questions because the $3.2 billion sales price was viewed as being far more than the company was worth. Yang said the U.S. investment firm highly regarded Daewoo's global network, competitiveness, products and technologies. The president said Daewoo would use the proceeds from the sale of assets and operations to redeem its liabilities valued at $4.8 billion at the end of June. "The Walid deal will contribute to reducing Daewoo Electronics' debt-to-equity ratio to 175 percent," Yang said. Walid Alomar began due diligence of Daewoo's assets on July 22, the president said. FAMILY GOLF: Shares Fall 69 Percent ----------------------------------- Shares of Family Golf Centers fell 69 percent after North America's largest golf-range operator reported a second-quarter loss and said it may file for bankruptcy protection if it fails to renegotiate the terms of its debts with lenders. Family Golf, based in Melville, N.Y., said it had a second-quarter loss of $1.5 million, or 6 cents a share. It was expected to earn profit of 28 cents a share, the average estimate of five analysts polled by First Call Corp. The company had a loss, including charges, of $3.9 million, or 19 cents, a year earlier. Family Golf said it has received a waiver on most of the financial covenants under its $100 million credit facility. The waiver expires Oct. 5. If lenders don't agree to defer debt payments, the company's $98.2 million of principle outstanding would become due immediately, and it would have to file for bankruptcy protection, Family Golf said. "The bankruptcy-protection warning is very serious," said Bret Jordan, an analyst at Advest. "A couple of their acquisitions were negotiated very quickly, and if you're doing large deals quickly, you're likely to miss something," Jordan said. Shares of Family Golf, which manages 121 golf centers, including two in Broward and two in Palm Beach County, fell $2.65 5/8 to $1.18 3/4. They were trading at $31 on April 21, 1998. Family Golf attributed its poor performance to acquisitions in the last 12 months, including Eagle Quest Golf Centers, which it acquired in June last year, and to unexpected delays in construction and in opening of facilities. The company said it doesn't have enough free cash to meet its current obligations or its construction commitments. It said it's exploring alternatives, including the sale of non-golf operations and other assets. Jordan said a possibility could be the sale of the company's SkateNation ice-rink business, just to get some near-term cash, though in the long term it would still need to renegotiate the debt with banks. The 1999 golf season didn't help the company either, Jordan said. "They need a fixer-upper," said Jordan, "but I don't see any buyers looming on the horizon who are willing to help fix it up." Family Golf also said Chief Financial Officer Jeffrey Key resigned on Wednesday. FIDELITY BANCORP: Revenue & Net Income Up ----------------------------------------- Net income for Fidelity Bancorp Inc. for the three months ended June 30, 1999 was $882,000 compared to $735,000 for the same period in 1998, an increase of $147,000 or 20.0%. The increase reflects an increase in net interest income of $313,000 or 11.5%, an increase in other income of $56,000 or 17.7%, an increase in the provision for loan losses of $65,000 or 72.2%, an increase in other operating expenses of $172,000 or 9.3% and a decrease in the provision for income taxes of $15,000 or 4.3%. Net income for the nine months ended June 30, 1999 was $2.368 million compared to $2.068 million for the same period in 1998, an increase of $300,000 or 14.5%. The increase reflects an increase in net interest income of $666,000 or 8.4%, an increase in other income of $273,000 or 32.5%, an increase in the provision for loan losses of $45,000 or 14.3%, an increase in other operating expenses of $716,000 or 13.3% and a decrease in the provision for income taxes of $122,000 or 11.7%. Revenue figures for the bank were $7.844 million for the three months ended June 30, 1999 as compared to $7.089 million for the same period in 1998. For the nine months ended June 30, 1999 revenue was $22.690 million as compared to 1998, same period, of $20.940 million. FOAMEX: Letter Of Intent Proposes $11.50/Share Buyout Offer ----------------------------------------------------------- Foamex International Inc., North America's largest manufacturer of flexible polyurethane and advanced polymer foam products, announces that its Board of Directors has signed a letter of intent with Sorgenti Chemical Industries, LLC and Liberty Partners Holdings 20, LLC for a business combination providing for $11.50 per share for all of the company's outstanding common stock, subject to due diligence. Marshall S. Cogan, Chairman, stated, "JP Morgan has worked diligently to develop this strategic alternative for the Foamex Board in the best interest of all Foamex shareholders as well as what is best to maximize Foamex's future." Foamex will continue to work with JP Morgan and its Counsel to negotiate a definitive agreement for the proposed business combination. Under the terms of the letter of intent signed August 5th, if the company enters into a business combination with another party, Sorgenti Chemical-Liberty Partners will be entitled to a break-up fee of $6.0 million plus reimbursement of certain expenses. Foamex added that the buyout offer is subject to a number of conditions, including the negotiation of definitive documents, which will contain certain conditions relating to the bank credit facilities and public debt of the company's subsidiaries, as well as certain other conditions relating to minimum shareholder acceptance and change of board membership, and other provisions providing for a higher break-up fee and expense reimbursement if the company enters into a business combination providing a more favorable transaction. The definitive buyout agreement will require appropriate filings with the Securities and Exchange Commission and regulatory filings. Sorgenti Chemical Industries, LLC is an affiliate of Sorgenti International Partners, which was formed by Harold A. Sorgenti to acquire and manage chemical industry assets and companies on a global basis. Liberty Partners Holdings 20, LLC is an entity formed by Liberty Partners L.P., a private equity investment firm which manages $1.2 billion of capital. Foamex, headquartered in Linwood, Pennsylvania, manufactures and markets flexible polyurethane and advanced polymer products in North America. GENESIS HEALTH VENTURES: Cypress Group/TPG To Invest $50 Million ----------------------------------------------------------------- Genesis Health Ventures, Inc. has reached an agreement in principle with The Cypress Group and Texas Pacific Group, its co-investor partners in Genesis ElderCare Corp. (the joint-venture parent of The Multicare Companies), to simplify the joint-venture structure, accelerate the integration of Genesis and Multicare, and, according to Genesis, strengthen the financial position of both entities. Under the agreement in principle, Cypress and Texas Pacific Group will invest $50 million into Genesis Health Ventures in exchange for 12.5 million newly issued common shares and 2 million warrants with a $5.00 exercise price. In addition, Cypress and Texas Pacific Group will terminate their right to put their 56% equity interest in Genesis ElderCare Corp. to Genesis Health Ventures in exchange for a newly issued convertible preferred stock in Genesis Health Ventures with a $420 million principal amount, a 5% dividend rate (payable in kind for the first five years) and a conversion price of $8.75 per share. The conversion price represents a 153% premium to the 20-day average trading price of Genesis Health Ventures stock. Following completion of this transaction, Genesis will consolidate the results of Multicare for financial reporting purposes. After making the $50 million investment, Cypress and Texas Pacific Group will each own approximately 11% of Genesis. On fully-diluted basis, assuming conversion of the convertible preferred stock, Cypress and Texas Pacific Group will each own approximately 29% of Genesis. The agreement in principle provides that Cypress and Texas Pacific Group will each have the right to vote a maximum of 17.5% of the voting rights of Genesis. Cypress and Texas Pacific Group will each designate one member to the Genesis Board of Directors, increasing the total membership to nine. The transaction is subject to, among other things, regulatory approval and Genesis shareholder approval. "Our Partners at Cypress and TPG have clearly taken a long-term perspective towards Genesis," said Michael Walker, Genesis Chairman and Chief Executive Officer. "We share a common vision of the proactive strategies required to succeed in the prospective payment environment and enthusiasm for the long-term opportunities for the company. We will continue to aggressively manage through the transition to a prospective payment system, improve our financial flexibility through additional deleveraging transactions and sharpen our focus on our core business segments within specified geographic regions." "We continue to believe that Genesis is the premier provider of long-term care services," said Jamie Singleton, Vice-Chairman of The Cypress Group. "We believe that the toughest part of the transition to prospective pay is now behind us. By utilizing the strength of the Genesis management team, its regionally concentrated assets and strategic alliances, we believe Genesis will emerge as a long-term leader as the industry grows and consolidates." "The simplification of the Genesis/Multicare structure facilitates enhanced operational integration, asset rationalization and expanded capital raising opportunities. Together, we can implement a plan to further strengthen the combined balance sheet and create a platform for success," said James Coulter, founding partner of TPG. Walker continued, "We continue to remain focused on reducing corporate and regional costs, pursuing approximately $200 million of additional deleveraging transactions and providing our customers with high-quality healthcare services. With this transaction, we can eliminate the confusion and uncertainty regarding the Multicare joint-venture structure and move forward in a more rationalized manner. I look forward to working with our partners at Cypress and TPG, as we continue to improve the Company's long-term position." Merrill Lynch & Co. acted as financial advisor to Genesis in connection with this transaction. Genesis Health Ventures, Inc., a recognized innovator in the healthcare industry, was founded in 1985 to redefine how America cares for the elderly and is dedicated to helping older adults live a full life as independently as possible in their later years. The company, which consolidated its businesses under the brand name Genesis ElderCare in 1996, has established Genesis ElderCare Networks in five regional markets in the eastern and mid-western United States and currently serves more than 175,000 customers daily. The Cypress Group, based in New York City, manages private equity funds with more than $3 billion in commitments. Texas Pacific Group, based in San Francisco and Fort Worth, manages private equity funds in excess of $4 billion. GENEVA STEEL: Seeks Extension of Exclusivity -------------------------------------------- The debtor, Geneva Steel Company seeks an extension of the exclusive periods during which the debtor may file a plan of reorganization to December 29, 1999 and solicit acceptances to February 28, 2000. The debtor states that it has made progress in its Chapter 11 case because it has taken significant action to obtain authority to settle and pay customer claims. Geneva presented its revised business plan to the official committees in two meetings during June. Geneva is continuing the process of plan negotiations with the official committees. Geneva and the Bondholders' Committee are developing a framework of a plan, which will be filed when conditions allow. INSILCO HOLDING: Reports Second Quarter Results ----------------------------------------------- Insilco Holding Co. reports sales and operating results for its second quarter and six months ended June 30, 1999. Sales were up 5% to $178.4 million for the 1999 second quarter, compared to $170.0 million recorded in the year ago second quarter. For the six months ended June 30, 1999 and 1998, sales were $305.3 million and $287.3 million, respectively. The company reported EBITDA (earnings before interest, taxes, depreciation, amortization, other income, one-time charges and restructuring charges, plus cash dividends received from Thermalex, the company's 50% owned joint venture, "EBITDA") of $23.8 million for the 1999 second quarter, compared to $23.0 million recorded in the 1998 second quarter. For the first six months of 1999, EBITDA was $40.2 million, compared to $38.9 million recorded in the first six months of 1998. The company also reported a net loss of $5.2 million for the 1999 second quarter compared to net income of $4.4 million for the 1998 second quarter. For the six months of 1999, the company reported a net loss of $6.1 million, compared to net income of $7.2 million recorded in the first six months of 1998. The decrease in net income for the first six months of 1999 resulted principally from increased interest expense of $9.8 million as a result of the third quarter 1998 recapitalization and merger and second quarter 1999 charges of $8.8 million related to the corporate office restructuring and the previously announced closure of the company's McKenica division, according to the company. Net cash charges resulting from these restructuring items were approximately $2.0 million. David A. Kauer, Insilco President and CEO, said, "We were very pleased with the substantial operating earnings improvement at Taylor Publishing, during its important peak yearbook season. The process improvements implemented over the past year by Taylor's new management team resulted in significantly improved on-time delivery performance, increased productivity and lower costs." Kauer continued, "While specialty heat exchangers and worldwide tubing sales were higher in the second quarter, sales of higher margin industrial radiators and related components remained soft. In the Technologies Group, market conditions, including customer inventory corrections and continued pricing pressures, negatively impacted performance. We are, however, beginning to see improvement in the level of quote and orders activity across our product lines in this segment, and in the industrial radiator market as well." Kauer concluded, "We continued to make progress during the second quarter in achieving our goal of significantly reducing operating expenses during 1999, as evidenced by our announcement late in the quarter regarding the restructuring of our corporate staff, which is expected to generate approximately $3.5 million in annualized savings. We continue to rationalize our manufacturing facilities to better utilize low cost facilities and to consolidate facilities where practical. In addition, as part of our EFI integration, we have removed $1.5 million in annualized cost and have consolidated our two precision stamping operations in El Paso, Texas. We also continue to explore potential divestitures of business units that do not meet our long-term strategic goals." Insilco Holding Co., based in suburban Columbus, Ohio, is a diversified manufacturer of industrial components and a supplier of specialty publications. The company's industrial business units serve the automotive, electronics, telecommunications and other industrial markets, and its publishing business serves the school yearbook market. The company had 1998 revenues in excess of $535 million. Global phones don't connect; Iridium files for bankruptcy IRIDIUM: Case Summary & 20 Largest Creditors -------------------------------------------- Debtor: Iridium Capital Corporation 1575 Eye Street NW Washington DC 20005 Type of business: Manufacturer of power supplies Court: District of Delaware Case No.: 99-2854 Filed: 08/13/99 Chapter: 11 Debtor's Counsel: William J. Perlstein, Esq. Wilmer, Cutler & Pickering 2445 M street, NW Washington, DC 20037-1420 James L. Patton, Jr. Brendan L. Shannon Young, Conaway, Stargatt & Taylor LLP Wilmington Trust Center, 11th Floor Wilmington, Delaware IRIDIUM Parent and Subsidiaries filings: Iridium LLC Iridium Operating LLC Iridium IP LLC Iridium Roaming LLC Iridium Potomac LLC Iridium Facility Corp. Iridium Capital Corp. Iridium World Communications Corp. Iridium Canada Facility Inc. 20 Largest Unsecured Creditors: Name Nature Amount ---- ------ ------ Senior Note Holders High-Yield Debt 1,540,406,250 Senior Secured Bank Facility Bank Loan 803,928,458 (Value of security uncertain) Motorola Guaranteed Bank Facility Bank Loan 742,196,875 IRIDIUM: Involuntary Petition Filed First ----------------------------------------- In an effort to protect the assets of the company and provide the necessary time to restructure its debt, a group representing the holders of the Senior Notes of Iridium Operating LLC and Iridium Capital Corp. today filed an involuntary Chapter 11 petition against the companies in the United States Bankruptcy Court in the Southern District of New York. The group -- The Steering Committee of the Informal Committee of the Holders of the Senior Notes of Iridium -- which directly holds approximately 25 percent of Iridium's $ 1.45 billion in outstanding Senior Notes, is drawn from a group of holders owning approximately two- thirds of those notes. The petition was filed on behalf of the group by Weil, Gotschal & Manges. Under United States Bankruptcy law, Iridium has 20 days from the service of the summons to respond to the involuntary petition. During those 20 days, the company can continue to operate its business in the ordinary course. The filing follows disclosure earlier this week that the satellite-telephone venture is in default on its $ 800 million Senior Secured Credit Facility and its $ 750 million Guaranteed Credit Facility. On July 15, 1999, Iridium failed to make a $ 90 million interest payment due on its Senior Notes. "We have been in active negotiations with the company for the past month," said Talton Embry of Magten Asset Management Corporation, a member of The Steering Committee. "Despite the best efforts of the parties involved, consensual agreement could not be reached on a restructuring plan. It became clear to the various parties at interest that a Chapter 11 filing was inevitable and, unless drastic action was taken, the company's assets could be at serious risk. Iridium is a valuable franchise. With the right cost and capital structure, we are confident that Iridium will have a bright future. We are hopeful that during the 20 days Iridium has to respond to this petition, the parties can come together and reach an accord which will result in the successful reorganization and restructuring of the company." Motorola Inc., the former owner and largest investor of Iridium, still owns an 18 percent interest in the company. Iridium World Communications, Ltd. (Nasdaq:IRID) is the public equity vehicle of Iridium LLC. IRIDIUM: Slides Into Bankruptcy ------------------------------- Iridium LLC announced today that it is pursuing a comprehensive financial restructuring through a voluntary Chapter 11 filing in the United States Bankruptcy Court in Delaware. The major stakeholders in this restructuring -- banks, bondholders and Iridium's strategic partners -- have voiced support for this course of action. Iridium believes they will continue to cooperate during this process. U.S. law allows Iridium a unique opportunity to complete its financial restructuring under an orderly, court-supervised process. Iridium's current and future customers will not be affected by this action. There will be no interruption of Iridium's global service. "The action is the most efficient way to conclude Iridium's restructuring negotiations," said John A. Richardson, CEO of Iridium LLC. "We are confident that Iridium will emerge from this process as a stronger and more vibrant company in the telecommunications marketplace." Motorola, Iridium's largest investor and operator of the Iridium system, expressed strong support for the Iridium business from a financial and operational perspective. Motorola will continue its full operational support for Iridium LLC, the Gateways and all current and future subscribers during the reorganization process. They will continue to invest in the technology and to develop the next generation of Iridium products. Motorola stated: "We are encouraged by Iridium management's decision to pursue this course for restructuring the business. Given the progress being made to date to restructure Iridium's capital structure, we are optimistic that a restructuring plan can be accomplished within 30 days." Nippon Iridium Corporation, Iridium's second largest investor, also expressed its support for today's action: "We continue to believe in the long-term viability of the Iridium project and are confident that this approach will greatly strengthen Iridium's financial position and enable the company to succeed in the marketplace." Iridium LLC became the world's first global satellite phone and paging company on November 1, 1998. Its network of 66-low earth orbiting satellites, combined with existing terrestrial cellular systems, enables customers to communicate around the globe. Iridium World Communications, Ltd. (NASDAQ: IRID) is the public investment vehicle of Iridium LLC. Iridium is a registered trademark and service mark of Iridium IP LLC. IRIDIUM: Statement From Jim Walz, CEO ------------------------------------- The following statement is from Jim Walz, CEO and president, Iridium North America: We remain in full support of Iridium LLC as the company goes through its restructuring under Chapter 11 Bankruptcy proceedings. To be clear, Iridium North America is an independent and wholly owned company and as such we own the licenses to use the Iridium satellite constellation. Therefore, there will be no lapse in Iridium service provided by Iridium North America and we will continue to work with our service providers to sell the Iridium product and service. We have a solid business plan, a sound financial structure and a satisfied customer base. During the month of July, Iridium North America enjoyed its highest percentage of subscriber growth to date indicating acceptance of our new lower airtime rates and decreased equipment costs. Iridium North America (NASDAQ: IRID) is the sole owner and operator for Iridium services in North America. Iridium North America is actively selling services through integrated wireless service providers and distribution partners. Iridium North America is headquartered in Tempe, Arizona and serves the United States, Bermuda and Puerto Rico. Iridium North America is backed by telecommunications leaders Motorola, Inc., Sprint Corporation and Iridium Canada, Inc. IRIDIUM: Top Ten Bondholders ---------------------------- Below is a list of the top 10 holders of Iridium debt as ranked from among the nation's leading insurance company, mutual fund and pension fund institutional managers. A complete list of holders along with other bondholdings information (including portfolio managers) is available via MAXX(TM), a tool for accessing institutional investor profile and bondholdings data. 1. Fidelity Management & Research Company 2. Smith Barney Asset Management 3. Franklin Advisers, Inc. 4. Lindner Asset Management, Inc. (Boston) 5. Prudential Global Asset Management (Fixed Income) 6. American Express Financial Advisors Inc. 7. Putnam Investments 8. Northstar Investment Management Corporation 9. Waddell & Reed Investment Management Co. 10. Fidelity Management & Research Co. (Fixed-Income Division) More information about bondholdings data and other Capital Access fixed-income products or services can be obtained by contacting Cheryl Easton at 800-866-5987, 908-795-2025 or ceaston@capital- access.com. KOMAG INC: Johnson & Chen Retire/Tan New President & CEO -------------------------------------------------------- Komag, Incorporated, the world's largest independent supplier of thin-film media for computer hard disk drives, announced the appointment of Thian Hoo (T.H.) Tan as president and chief executive officer. The company also announced the retirement of cofounders Stephen C. Johnson, its former president and chief executive officer, and Dr. Tu Chen, its former chairman of the board. The board of directors selected T.H. Tan as the company's new president and chief executive officer based on his extensive manufacturing background at both Komag and other high technology companies. During his ten-year tenure at Komag he has been personally responsible for the formation and start-up of the company's world-class manufacturing facilities in both the United States and Malaysia. The intense pricing pressures in the data storage industry have made technology leadership a necessary, but not sufficient, condition for success in the disk business, Komag indicates. "Given T.H.'s background andexperience the board is delighted that he has accepted this new challenge," said Michael Splinter, board member and senior vice president and general manager of the technology and manufacturing group at Intel Corporation. "Steve Johnson provided dynamic leadership while Tu Chen guided the technology vision of the company since its founding in 1983. The company is deeply indebted to the substantial contributions of these two industry pioneers," said Chris Eyre, longtime Komag board member. "Komag has leadership technology, a strong management team, high quality products and manufacturing capacity in cost-advantaged locations. We are the largest ndependent disk roducer in the world and are regarded as a capable, high quality supplier by our key customers. Our goal is to extend our leadership position, to overcome difficult market conditions, and to restore the company to financial health," said Tan. "Our future success will depend on manufacturing excellence and leveraging technology to lower product costs to levels that stimulate new applications. With our large installed capacity base in Malaysia we are positioned to have the lowest cost structure in the industry. We've taken the first step to more fully utilize these low cost facilities by shifting large-scale roduction from our U.S. operation to our three Malaysian factories. Our U.S. resources will now focus on the design and development of new processes and products to meet customer needs. Under my leadership we will manage company resources tightly, actively pursue new customer partnerships and evaluate opportunities to effect changes in the structure of the media industry," said Tan. Founded in 1983, Komag, Incorporated has produced over 400 million thin-film disks, the primary storage medium for digital data used in computer disk drives. The company feels well-positioned as the broad-based strategic supplier of choice for the industry's leading disk drive manufacturers. Through its highly automated factories in the United States, Japan and Southeast Asia, Komag provides high quality, leading-edge disk products at a low overall cost of ownership. These attributes enable Komag to partner with customers in the execution of their time-to-market design and time-to-volume manufacturing strategies. LOEWEN: Seeks To Reject Agreement With Salomon Smith Barney ----------------------------------------------------------- The Loewen Group, Inc., entered into a Letter Agreement in 1996 under which Smith Barney Inc., would provide the Company with financial advisory services in connection with a possible sale or restructuring. That Letter Agreement, with Salomon Smith Barney Inc., was amended twice in 1998. The Agreement calls for payment of: (a) a $400,000 advisory fee; (b) a 0.30% to 0.40% transaction fee; (c) an opinion fee equal to 30% of the transaction fee; (d) a "Divestiture Announcement Fee" ranging from $250,000 to $750,000 per Transaction; (e) a 0.455% to 1.50% divestiture fee for divestiture of certain assets; (f) a 4% equity private placement fee; and (g) a $3,750,000 "Amended Advisory Fee," to be credited, with the opinion fee, against and transaction fee; applicable to transactions occurring prior to July 23, 2000. Wasserstein, the Debtors remind Judge Walsh, has been retained as their financial advisor during their insolvency proceedings. The services Salomon agreed to perform are duplicative of Wasserstein's and are, accordingly, no longer necessary or beneficial. The Debtors confirm that Salomon is not providing services at this time. By this Motion, the Debtors seek the Court's authority to reject the Salomon Smith Barney Agreement, pursuant to 11 U.S.C. Sec. 365, effective as of August 4, 1999. (Loewen Bankruptcy News; Issue 8; Bankruptcy Creditors' Services Inc.) LOEWEN: Seeks To Reject Birch & Bush Consulting Agreement --------------------------------------------------------- A group of Loewen's in-house attorneys departed in 1997, forming the law firm of Birch & Bush, P.C., based on Grosse Pointe Farms, Michigan. Loewen entered into a contract under which B&B would: (a) provide legal and consulting services in connection with certain acquisitions and divestitures assigned to it by Loewen; (b) manage Loewen's outside counsel (including Jones Day) engaged to work on such transactions; and (c) make itself available for general legal and consulting assistance; in exchange for a $15,000 to $25,000 per transaction fee plus hourly billings for non-transaction specific consulting. Loewen further agreed to assign no less than 100 transactions per year to B&B. By this Motion, the Debtors seek to reject the B&B Agreement, pursuant to 11 U.S.C. Sec. 365, effective as of August 4, 1999. The Debtors have discontinued their acquisition program, rendering B&B's services unnecessary. Rejection of the Agreement (written, presumably, to provide for payment of seven-figure fees even if no work is required), the Debtors conclude, is in the best interests of their estates and their creditors. (Loewen Bankruptcy News; Issue 8; Bankruptcy Creditors' Services Inc.) NEXTWAVE: Questions Legitimacy of Nextel Bid --------------------------------------------- Bankrupt wireless telephone carrier NextWave Telecom Inc. Thursday questioned the legitimacy of a bid for its wireless licenses from Nextel Communications Inc. San Diego-based NextWave said in a statement that Nextel had refused to reveal details of its plan. Under Federal Communications Commission rules, NextWave's wireless licenses cannot be acquired by large, established carriers such as Nextel, Nextwave said. Late Wednesday, Reston, Va-based Nextel announced it had recieved permission from the U.S. Department of Justice and the Federal Communications Commission to acquire dozens of wireless telephone licenses that NextWave bought in 1997 after a government auction for new and small companies. Nextel said it was still seeking to reach an agreement with NextWave's creditors over its license acquisition plan. NextWave holds 95 FCC licenses permitting it to serve areas with a total population of 165 million. "Current FCC regulations prohibit a large, publicly traded company such as (Nextel) from owning or controlling, in any manner whatsoever, the kind of spectrum licenses the agency lawfully awarded to NextWave in 1997," NextWave said. Officials at Nextel, the FCC and Department of Justice were not immediately available for comment. NextWave bid $4.7 billion for the licenses, but like other top bidders at the small firm auction, ran into financial difficulties when it tried to raise enough money to cover its winning bids. A New York bankruptcy court overseeing NextWave's bankruptcy has ruled that the company can keep the licenses if it pays the FCC just over $1 billion, including $474 million it already paid. NextWave said Nextel had not filed an alternative reoganization plan with the bankruptcy court. Nextel stock rose $5 1/8 to $53 1/8 in active trading of more than 17 million shares on the Nasdaq. NU KOTE HOLDING: Change Of Auditors Results In Delay ---------------------------------------------------- As reported earlier, the Bankruptcy Court, on July 13, 1999, approved the engagement of KPMG Peat Marwick L.L.P. as Nu Kote's auditors. Since that approval, KPMG has commenced auditing the company's financial statements in connection with the preparation of the company's SEC filing form, which was due on May 29, 1999. According to the company the time that elapsed between the disqualification of PricewaterhouseCoopers LLP and the appointment of KPMG, and the subsequent devotion of a significant amount of time and effort by Nu Kote Holding and KPMG towards completion of the financial statements, has resulted in a delay in the completion of the form needed for filing with the SEC for the quarter ended June 25, 1999. ORANGE COUNTY: Bankruptcy Attorneys Seek $48 Million Bonus ---------------------------------------------------------- Hennigan, Mercer & Bennett, the law firm that represented Orange County, Calif., in its chapter 9 bankruptcy, is seeking a $48 million bonus for litigation efforts, Reuters reported. The attorneys already have received about $26 million from the county, but now say they are entitled to more. Orange Country Treasurer John Moorlach said the country had set aside $50 million for litigation fees and that the firm did a good job representing the county. But, he said, the bonus request is a "little bit high" and that it was like a "sucker punch" when he learned of the request on Thursday. The firm also has asked retired Judge John Davies, who mediated part of the bankruptcy settlements, to review how much the firm should receive. Davies said the attorneys deserved the bonus because of their effective handling of the litigation. A decision is expected within a month from a federal court. (ABI 16-Aug-99) PACE HEALTH: 30.0% Of Common Stock Owned By Wm. G. Walters ---------------------------------------------------------- Pace Health Management Systems Inc. reports that William G. Walters has the sole voting and dispositive power over 2,086,019 shares of common stock in the company, which includes warrants and convertible preferred stock to acquire an aggregate of 1,619,320 shares of common stock, as of July 20, 1999. The reported number of shares held represents 30.0% of the outstanding shares of common stock in Pace Health Management Systems Inc. Mr. Walters is the Chairman of Whale, which is a registered broker-dealer. The securities of Pace Health acquired by Mr. Walters were acquired by him from a third party in a private transaction with his own personal funds. PARAGON TRADE: Capital Group International With Zero Ownership -------------------------------------------------------------- Capital Group International, Inc. is reported as presently having zero per cent ownership of common stock of Paragon Trade Brands, Inc. PICO PRODUCTS: Deloitte & Touche Resigns ---------------------------------------- Pico Products Inc. has received notification from Deloitte Touche LLP that the client - auditor relationship between the company and Deloitte Touche had ceased. Deloitte Touche has declined to perform the audit of the company's financial statements for the year ended July 31, 1999 and has resigned, effective August 5, 1999. For the year ended July 31, 1998 Deloitte Touche had issued a modified auditor's report with respect to the ability of the company to continue as a going-concern. Pico Products has fully authorized Deliotte Touche to respond fully to inquiries of the successor accountant at such time one is engaged. PRANDIUM INC: Quarter Results Reported/Remains Highly Leveraged --------------------------------------------------------------- At June 27, 1999, Prandium Inc., the former Koo Koo Roo Enterprises Inc., operated 308 restaurants in 27 states, approximately 68% of which are located in California, Ohio, Pennsylvania, Indiana and Michigan, and franchised and licensed 25 restaurants outside the United States. The company's total sales of $140,315,000 for the second quarter of 1999 increased by $20,220,000 or 16.8% as compared to the same period in 1998. For the first six months of 1999, total company sales of $274,573,000 increased by $41,172,000 or 17.6% as compared to the same period in 1998. The increases were due to the addition of sales from the Koo Koo Roo and Hamburger Hamlet restaurants which were acquired on October 30, 1998, sales increases in the comparable El Torito and Chi-Chi's restaurants and sales from new restaurants, partially offset by sales decreases for restaurants sold or closed. Net losses continue; Prandium saw a quarter ended June 27, 1999 net loss of $4,508 as compared to comparable 1998 quarter net loss of $4,764. The company's credit facility with Foothill Capital Corporation provides for up to $35 million in revolving cash borrowings and up to $55 million in letters of credit (less the outstanding amount of revolving cash borrowings); is secured by substantially all of the real and personal property of the company; contains covenants which restrict, among other things, the company's ability to incur debt, pay dividends on or redeem capital stock, make certain types of investments, make dispositions of assets and engage in mergers and consolidations; it expires on January 10, 2002. Prandium Inc. was in compliance with all financial ratios at June 27, 1999. Letters of credit are issued under the Foothill Credit Facility primarily to provide security for future amounts payable under the company's workers' compensation insurance program ($17.3 million of such letters of credit were outstanding as of August 11, 1999). $17.5 million in revolving cash borrowings were outstanding as of August 11, 1999. Prandium continues to be highly leveraged and has significant annual debt service requirements as follows: ($ in millions) Cash Interest Principal 1999 $14.3 $ 2.5 2000 28.7 2.7 2001 28.6 2.5 2002 5.6 204.0 2003 3.7 1.1 2004 0.6 31.6 SAMSONITE: Filing Shows 16.9% Beneficial Ownership Of Artemis ------------------------------------------------------------- A statement, filed jointly on behalf of Artemis America Partnership; Artemis Finance SNC and Artemis, shows the entities with beneficial ownership and shared voting and dispositive power of 1,779,523 shares of common stock of Samsonite Corporation. This amounts to 16.9% of the outstanding shares of common stock of the company. Artemis America are principally engaged in making and holding investments in U.S. commercial and industrial businesses. The general partners of Artemis America are Artemis Finance and Artemis, both of which are holding companies principally engaged in directly and indirectly making and holding investments in French and foreign businesses. The directors of Artemis are Francois Pinault, Patricia Barbizet, Francois-Jean Pinault, Jean-Louis de Roux, and John Ryan. The filing is being made in connection with the transfer to Artemis America, effective July 29, 1999, of voting rights with respect to 1,778,523 shares of common stock held by Lion Advisors, L.P. in a managed account on behalf of Artemis America. The shares will remain subject to incentive fee provisions and other terms set forth in the Management Agreement relating to the account. Artemis first acquired voting rights with respect to shares of common stock on July 29, 1999. Samsonite, Artemis America and Apollo Investment Fund, L.P., [an affiliate of Lion,] entered into a stockholders agreement dated July 13, 1999, in which AIF and Artemis America have agreed to vote all shares of voting stock owned by them (including the transferred shares) to ensure the election to the Board of Directors of Samsonite of: (i) the Chief Executive Officer of Samsonite; (ii) three designees of AIF; (iii) one designee of Artemis America and, if requested at any time by Artemis America, a second designee of Artemis America; and (iv) four individuals not designated by AIF or Artemis America. Pursuant to the stockholders agreement, if the number of shares of voting stock of the company owned by AIF and its affiliates falls below 50% of the number of shares of voting stock of the company owned by Artemis America and its affiliates, then Artemis America shall have the right to designate three directors and AIF shall have the right to designate two directors. If AIF or Artemis America ceases to own at least 25% of the shares of common stock now owned by such shareholder (including shares of common stock underlying the convertible preferred stock and shares acquired pursuant to a Backstop Arrangement), that shareholder would no longer have the right to designate any directors. For further details regarding the investment and stockholder agreements mentioned access http://www.sec.gov/cgi-bin/srch-edgar?0000898080-99-000225 free of charge, on the Internet. SIZZLER: New Management Named ----------------------------- Sizzler International (NYSE:SZ) Monday announced that current Director Phillip D. Matthews will assume the position of chairman of the board at this year's shareholders' meeting. As previously announced, James A. Collins, Sizzler's current chairman, will become chairman emeritus. Sizzler also announced the appointment of leading restaurant executive Steven R. Selcer as chief financial officer, and the appointment of Michael B. Green as vice president, general counsel and secretary. Ryan S. Tondro, the company's former CFO, has been appointed vice president of acquisitions and development with the additional responsibility of strategic planning. STUART ENTERTAINMENT: Case Summary & 20 Largest Creditors --------------------------------------------------------- Debtor: Stuart Entertainment, Inc. 3211 Nebraska Avenue Council Bluffs, Iowa 51501 Type of business: Manufacture of bingo paper, pulltabs and related electronic gaming equipment and supplies, with manufacturing facilities and operations in the US, Canada, Mexico. Court: District of Delaware Filed: 08/13/99 Chapter: 11 Debtor's Counsel: Craig Hansen Thomas Salerno Jordan Kroop Squire, Sanders , Dempsey LLP 40 North Central Suite 2700 Phoenix, Arizona 85004 Norman L. Pernick J. Kate Stickles Saul, Ewing, Remick & Saul LLP 222 Delaware Ave. Suite 1200 Wilmington, Delaware 19899 Total Assets: $137,782,491 Total Liabilities: $137,505,014 No. of Amount Holders ------ ------- Fixed, liquidated secured debt $14,190,098 6 Contingent secured debt $0 0 Disputed secured debt $0 0 Unliquidated secured debt $0 0 Fixed, liquidated unsecured debt $103,389,229 401 Contingent unsecured debt $0 17 Disputed unsecured debt $0 17 Unliquidated unsecured debt $0 17 No. of shares of preferred stock 0 0 No. of shares of common stock 7,002,471 1514 20 Largest Unsecured Creditors: Name Nature Amount ---- ------ ------ HSBC Bank USA Notes 100,000,000 PIPSA Trade Debt 190,232 Northwest Handling System Trade Debt 111,485 Bazaar and Novelty Trade Debt 563,372 Abitibi Consolidated Trade Debt 57,582 Dab-O-Matic Trade Debt 89,299 MCI Telecommunications Trade Debt 84,563 NAFTA Motor Freight, Inc. Trade Debt 53,951 Newark Pacific Paperboard Trade Debt 75,807 US Printing Ink Corp Trade Debt 71,048 Austin Temporary Services Trade Debt 40,031 PAC National, Inc. Trade Debt 37,420 Berlin Packaging Trade Debt 43,947 Allied Amusements Trade Debt 33,956 Stuart Entertainment SA de CV Trade Debt 1,445,051 Litho Development Trade Debt 30,511 Melange Computer Service Trade Debt 28,309 All American Semiconductor Trade Debt 25,497 Pacifica Parksouth 1 LLC Leasehold Improvements 28,198 Progressive Circuit Products Trade Debt 27,723 STUART ENTERTAINMENT: Fails To make Interest Payment ---------------------------------------------------- According to an article in The Wall Street Journal on August 16, 1999, Stuart Entertainment Inc. failed to make a May 15 interest payment on $100 million in 12.5% notes, and the company reached a restructuring agreement with some of its noteholders. Under the deal, Stuart's equity outstanding will be canceled and noteholders will receive 100% of newly issued common stock. Stockholders will receive warrants to purchase as much as 10% of the stock after noteholders' claims have been satisfied. UNIFIBER: Involuntary Petition Announced ---------------------------------------- Coyote Sports Inc. (Nasdaq:COYT), announced Friday that three unsecured creditors of Unifiber Corporation, a wholly owned subsidiary of Coyote Sports Inc., filed an involuntary bankruptcy petition against Unifiber Corporation. The creditors also asked for the appointment of a trustee to oversee a liquidation of Unifiber's assets. Unifiber will cooperate with the trustee to ensure that the values of the assets are maximized for the creditors. Coyote Sports Inc. is a diversified sports manufacturing company that specialized in golf shafts and cycle tubing through Apollo Golf Inc. and Reynolds Cycle technology. WIRELESS ONE: Management To Get $8.13M Upon Reorganization ---------------------------------------------------------- Wireless One Inc.'s amended plan of reorganization provides that cash payments totaling about $8.13 million will be made to the company's management on the effective date. A portion of the incentive payments may be deferred by the wireless cable operator's existing board of directors in consultation with MCI WorldCom Inc. and with the consent of the affected recipient of the compensation. The disclosure statement filed in conjunction with the plan on Aug. 5 notes that Reorganized Wireless One's initial board of directors will consist of three members, who will be nominated by MCI WorldCom and whose names and affiliations will be revealed at or prior to the confirmation hearing. Wireless One's current President and Chief Executive Officer Henry Burkhalter will continue to serve in such position with the reorganized company, as will Chief Operating Officer Ernest Yates and Chief Financial Officer Henry Schopfer. (The Daily Bankruptcy Review and ABI Copyright - August 16, 1999) WORLDCORP: World Airways Announces Recapitalization Alternatives ---------------------------------------------------------------- World Airways, Inc. (Nasdaq: WLDA) announced recapitalization alternatives and further cost reduction actions as a follow-up to its August 2 announcement on the measures being taken to strengthen its financial performance. As part of an overall restructuring and recapitalization analysis, World Airways and its financial advisor, CIBC World Markets Corp., are examining whether the interest payment due August 26, 1999, on the Company's $43 million of 8% convertible debentures should be made within the grace period mandated under the terms of the debentures. The Company also plans to implement a 10% pay reduction program for a 16- month period starting in September 1999 for all personnel whose annual base compensation exceeds $25,000. The reduction will apply to management and non- management personnel. Although not yet finalized, it is planned the program will include a feature to issue World Airways common stock in exchange for the salary reductions. The Company will negotiate separate agreements with its unionized flight attendants and dispatchers. As previously announced, the Company and the Teamsters have tentatively reached a new agreement for the cockpit crewmembers, subject to pilot ratification, that will also entail the issuance of new common stock in exchange for financial considerations. Hollis L. Harris, World Airways Chairman and Chief Executive Officer said, "We will be active and aggressive in identifying and examining various steps to reduce our operating costs and improve our capital structure. The actions announced today reflect our commitment to improve our overall performance." In other news, the Company said that it had completed the previously announced agreement with WorldCorp to settle a secured loan and other amounts totaling approximately $1.8 million that WorldCorp owed the Company when WorldCorp filed for bankruptcy protection in February 1999. WorldCorp has returned a portion of the Company's common stock it owned in exchange for full settlement of the amounts owed. The agreement, which was approved by the bankruptcy court overseeing WorldCorp's bankruptcy proceedings, reduced WorldCorp's ownership in World Airways to approximately 41%. Harris noted, "This removes World Airways from any involvement in the bankruptcy proceedings involving WorldCorp." Meetings, Conferences and Seminars ---------------------------------- 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 13-15, 1999 STATES' ASSOCIATION OF BANKRUPTCY ATTORNEYS 8th Annual States' Taxation & Bankruptcy Conference Hotel Santa Fe, Santa Fe, New Mexico Contact: 1-505-827-0728 September 16-18, 1999 AMERICAN BANRKUTPCY INSTITUTE Southwest Bankruptcy Conference The Hotel Loretto, Santa Fe, New Mexico Contact: 1-703-739-0800 September 17, 1999 GEORGETOWN UNIVERSITY LAW CENTER & THE AMERICAN BANKRUPTCY INSTITUTE Bankruptcy '99: Views from the Bench Georgetown University Law Center, Washington, D.C. Contact: 1-202-662-9890 September 24-25, 1999 VIRGINIA CONTINUING LEGAL EDUCATION 14th Annual Mid-Atlantic Institute on Bankruptcy and Reorganization Practice Boar's Head Inn, Charlottesville, Virginia Contact: 1-800-979-8253 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 17-20, 1999 AMERICAN BAR ASSOCIATION'S LATIN AMERICAN LAW SUBCOMMITTEE & THE ASSOCIATION OF COMMERCIAL BANKS OF THE DOMINICAN REPUBLIC Educational Exchange Case De Campo Resort, LaRomana, Dominican Republic Contact: 1-703-739-0800 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 May 4-5, 2000 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Bankruptcy Sales & Acquisitions The Renaissance Stanford Court Hotel San Francisco, California Contact: 1-903-592-5169 or ram@ballistic.com ********** The Meetings, Conferences and Seminars column appears in the TCR each Tuesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. 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 * * *