COVAD COMMUNICATIONS GROUP INC. (COVD) said Thursday (Dec. 20) that it had eliminated $1.4 billion of outstanding high yield debt as part of its bankruptcy code restructuring, from which it was scheduled to emerge Thursday. The Santa Clara, Calif. -based provider of digital subscriber line (DSL) service had sought protection from its junk bond holders and other creditors via a Chapter 11 filing on Aug. 15 with the U.S. Bankruptcy Court in Wilmington, Del., which approved the reorganization plan on Dec. 13. Under terms of the plan, bondholders would receive cash and 15% ownership of the restructured company. Covad paid $257 million, or 19 cents on the dollar of face amount or accreted bond value, plus approximately $13 million in previously restricted cash as previously approved by the court. Covad issued about 35 million shares of stock to the noteholders, as well as about 9 million shares to settle class action lawsuits and other claims against the company. Pre-existing shareholders will retain ownership of approximately 80% of the company.

WHX CORP. (WHX) (Caa3/CCC+) said Thursday (Dec. 20) that it had extended its previously announced "modified dutch auction" tender offer for a portion of its 10½% senior notes due 2005 and related consent solicitation. The offer, which was to have expired on Dec. 19, was extended to 5 p.m. ET on Dec. 20, subject to possible further extension. As of Dec. 19, approximately $42.4 million of the notes had been validly tendered and not withdrawn. AS PREVIOUSLY ANNOUNCED, WHX, a New York-based metals producer with interests in diversified manufacturing and racetrack gaming, said Nov. 19 that it had begun a "modified dutch auction" tender offer and consent solicitation for its outstanding 10½% notes. The offer was originally scheduled to expire at 12 midnight ET on Dec. 17 (subsequently extended). Tendered notes and related consents could be withdrawn at any time at or prior to the expiration date. WHX offered to purchase for cash $123 million in principal amount of the outstanding notes at a purchase price of between $470 and $530 per $1,000 principal amount, plus accrued interest. The exact price was to be determined under the "modified dutch auction" procedure, with noteholders indicating at what price within the proposed range that they would be willing to participate. WHX said it would select a purchase price (i.e., the single lowest price specified by tendering holders within that price range which would enable it to purchase $123 million in principal amount of the notes). It said it will pay to all holders whose tenders are accepted the same purchase price for their notes, even if that price is higher than the tender price specified by the holder. If the total principal amount of notes tendered at or below the purchase price were to exceed $123 million, all notes tendered at prices below the purchase price would be accepted, and then acceptances of notes tendered at the purchase price would be allocated on a pro-rata basis. WHX also said that it was soliciting noteholder consents to proposed indenture amendments to modify certain covenants. It said there would be no separate consent payment. Consents could not be delivered without tendering notes, and a tender of notes would be considered to be a concurrent delivery of a consent to the proposed indenture changes. WHX said its obligation to accept for purchase and to pay for validly tendered notes would be subject to various conditions, including the valid tender prior to the expiration date of at least a majority of the outstanding notes; the receipt of the requisite number of duly executed consents, not subsequently revoked, representing at least a majority of the outstanding notes, and the execution of a supplemental indenture incorporating the proposed amendments, and the satisfaction of certain other general conditions. WHX further said that completion of the tender offer would be conditioned upon the closing of the concurrently announced $105 million sale of WHX's 50% interest in Wheeling Downs Racing Association Inc. and the receipt by the company's wholly owned WHX Entertainment Corp. subsidiary of the proceeds from that transaction, since the tender offer and consent solicitation would be financed from the proceeds of the Wheeling Downs transaction. Closing of the Wheeling Downs transaction was announced on Dec. 19. Separately, WHX said on Dec. 10 that it had modified the terms of a proposed amendment to the indenture governing the 10½% notes, so that the amount of additional restricted payments following Jan. 1, 2002 that would have been allowed by the proposed amendment would be reduced to $25 million from the originally announced $40 million (which amount may not be used to pay any dividends on account of WHX's common stock). Additionally, it said that the proposed amendment to the indenture covenant concerning the issuance of indebtedness and issuance of preferred stock was withdrawn, so that no change would be made to the covenant. All other terms and conditions of the tender offer and consent solicitation were unchanged. Credit Suisse First Boston Corp. (800 237-5022, ext. 7675 or collect at 310 282-7675) is the Dealer Manager and Solicitation Agent; the information agent is Innisfree M & A Inc. (call toll-free at (888 750-5834; banks and brokers call collect at 212 750-5833) and Bank One, NA is the Depositary.

APCOA/STANDARD PARKING, INC., said Thursday (Dec. 20) that it would extend its previously announced exchange offer for its 9¼% senior subordinated notes due 2008 and related consent solicitation, in order to make certain modifications in the offer, which were not announced. The exchange offer - an expiration date for which had not been previously announced - will expire at 5 p.m. ET on Jan. 8. To date, the company has received tenders and consents from the holders of approximately $91.1 million of the notes, with $35 million being tendered for shares of the company's preferred stock. AS PREVIOUSLY ANNOUNCED, APCOA/Standard Parking, a Chicago-based manager of airport and urban parking facilities, said Nov. 21 it had begun an unregistered offer to exchange its outstanding 9¼% notes for either $50 million of its newly issued 14% senior subordinated second lien notes due 2006 (with a minimum of $45.5 million and a maximum of $65 million), plus the payment by exchanging bondholders of additional cash to APCOA/Standard Parking, or, alternatively, its newly issued 18% senior convertible redeemable preferred stock. In addition, APCOA/Standard Parking said it was soliciting consents from the holders of its 9¼% notes to modify certain financial and restrictive covenants to the notes' indenture. If APCOA/Standard Parking were to change the size of the exchange offer within the range of $45.5 million to $65 million of 14% notes issued, the amount of cash a bondholder would have to pay to APCOA/Standard Parking and the amount of 14% notes such a bondholder would receive will change. APCOA/Standard Parking said it intends to use the $21 million cash proceeds expected to be received from the exchange offer to, among other things, increase liquidity, de-leverage its balance sheet and reduce its cash interest expense. The company did not announce an expiration date for the exchange offer and consent solicitation.

EAGLE FOOD CENTERS INC. said Wednesday (Dec. 19) that it had repurchased a further $2.4 million of its senior notes during the third quarter of fiscal 2001, bringing the amount of its note buybacks in the first nine months of its fiscal year to $4.2 million. The Milan, Ill.-based supermarket operator said in a Securities and Exchange Commission filing that the total cost of the most recent buybacks was $1.4 million, and said it had spent a total of $2.5 million on the note repurchases so far this fiscal year. Eagle funded the note buybacks with borrowings from its revolving credit facility.

HARTMARX CORP. (HMX) said Monday (Dec. 17) that it began an exchange offer for all of its outstanding 10 7/8% senior subordinated notes on Dec. 14. The Chicago-based apparel company is offering a combination of $850 million principal amount of newly issued 12½% senior subordinated notes due 2005 and $150 cash per $1,000 principal amount of the existing notes. The exchange offer will expire at 12 midnight ET on Jan. 14, subject to possible extension. Holders of the existing notes accepted for exchange will receive the amount of interest due and payable on the existing notes on Jan. 15. Hartmarx said it has also amended its senior credit facility to modify certain covenants and waive certain existing defaults under the credit facility, effective upon the completion of the exchange offer. The company said it had undertaken the exchange offer in order to extend the maturity of the senior subordinated debt, and had amended the senior credit facility in order to "provide the necessary time and flexibility to implement our business plan in the currently difficult retail environment." Completion of the exchange offer is subject to at least 90% of the outstanding principal amount of the existing notes having been tendered and not withdrawn prior to the offer's expiration date, among other conditions. D. F. King & Co., Inc.(800 290-6429) is the information agent for the offer. Bank One Trust Co., NA (800 524-9472) is the exchange agent.

THE KRYSTAL CO. said Dec. 14 that it had increased the price range for its previously announced "modified Dutch tender" offer for a portion of its outstanding 10¼% senior notes due 2007. The company will now accept bids in a price range of $700 to $800 per $1,000 principal amount, up from the originally announced $600 to $650 million per $1,000, but warned that it will not amend the prices further. As a result, Krystal will now purchase a maximum of $27 million principal amount of the notes, down from the originally announced $30 million. The modifications to the terms were announced after the company had received tenders for only $20,000 of the notes under the old price structure as of 5 p.m. ET on Dec. 14. Besides the modified terms, Krystal also announced an extension of the tender offer expiration to 5 p.m. ET on Dec. 28, subject to possible further extension. AS PREVIOUSLY ANNOUNCED, Krystal, a Chattanooga, Tenn.-based restaurant chain operator, said Nov. 16 that it had begun a "modified Dutch auction" tender offer for up to $30 million of the 10 ¼% notes (subsequently reduced to $27 million). It invited holders to submit offers to sell the notes, at a price determined by each holder, within a range of $600 to $650 per $1,000 principal amount (subsequently raised to $700 to $800). It said holders whose notes were accepted for purchase would also receive accrued and unpaid interest upon consummation of the tender offer. The tender offer was originally scheduled to expire at 5:00 p.m. ET on Dec. 17 (subsequently extended). Krystal said tenders of notes could be made or withdrawn at any time prior to the expiration date, and said there was no condition that a minimum principal amount of notes be offered for sale. It said that under the "modified dutch auction" procedure, the company would accept notes offered for sale in the following order: first, offers to sell notes which do not specify an offer price or which specify the lowest price in the announced range and continuing with offers to sell notes in order of increasing offer price, until Krystal has accepted its maximum intended purchase amount, excluding accrued interest. The company will pay all holders whose offers are accepted a "clearing price" (i.e., the highest price offered for notes that are accepted for purchase), even if that price is higher than the price offered by such holder. If the aggregate principal amount of notes offered at the clearing price exceeds the maximum intended purchase amount, acceptances of offers at the clearing price will be allocated among holders on a pro-rata basis according to the principal amount so offered. Notes tendered above the clearing price will not be accepted. Krystal Company intends to finance the purchase of notes through a sale-and- leaseback transaction involving a total of approximately 38 of its restaurant properties. The company's obligation to purchase notes is subject to, among other things, the availability of sufficient funds to complete the purchase of notes offered for sale and the obtaining of a new senior credit facility on terms acceptable to the company. The company has not obtained any firm commitments related to the sale and leaseback transaction or new credit facility, and there can be no assurance that any such commitments will be obtained in the future. Banc of America Securities LLC (call toll-free at 888 292-0070 or collect at 704 388-4813) is the exclusive dealer manager, SunTrust Bank is the depositary, and D.F. King & Co., Inc. (call 212 269-5550 or collect at 800 488-8095) is the information agent.

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