RAILAMERICA, INC. (RRA) said Friday (Jan. 4) that its wholly owned subsidiary, RAILAMERICA TRANSPORTATION CORP. has begun an offer to purchase for cash all of its $130 million of outstanding 12 7/8% Series A and B senior subordinated notes due 2010, and has also begun a related solicitation of consents to certain proposed indenture amendments. The Boca, Raton, Fla.-based operator of short line and regional freight railroads said the tender offer will expire at 5 p.m. ET on Feb. 4, while the consent deadline will be 5 p.m. ET on Jan. 18, both subject to possible extension. It set the total consideration to be paid for notes tendered and consents delivered by the consent deadline at $1,100 per $1,000 principal amount, plus accrued and unpaid interest. The total consideration will include a $15 per $1,000 consent payment. It set consideration for notes delivered after the consent deadline but before the tender expiration at $1,085 per $1,000 principal amount, plus unpaid and accrued interest. No consent payment will be made for notes tendered after the consent deadline. RailAmerica said the offer is subject to several conditions, including the valid tender of a majority of the outstanding notes notes at the time outstanding and the valid delivery of the accompanying consents, the execution and delivery of a supplemental indenture incorporating the proposed indenture changes and the receipt by the company of net proceeds from a debt financing. UBS Warburg LLC (Call collect at 203 719-8035) is the dealer manager and solicitation agent for the offer and the solicitation, D.F. King & Co., Inc. (call collect at 212 269-5500 or toll-free at 800 628-8536) is the information agent.

PAXSON COMMUNICATIONS CORP. (PAX) said on Friday (Jan. 4) that it had extended its previously announced solicitation of consents from the holders of its 12½% cumulative exchangeable preferred stock. The solicitation will now expire at noon ET on Jan. 7. AS PREVIOUSLY ANNOUNCED, Paxson, a West Palm Beach, Fla.-based television station owner and network operator, said on Jan. 2 that it would solicit consents to amend the certificate of designation of its 12½% cumulative preferreds and the 12½% exchange debentures for which the preferred stock is exchangeable, and initially set 10 a.m. ET on Jan. 4 (since extended) as the expiration deadline. It set the close of business on Dec. 28 as the record date for the solicitation. Paxson concurrently announced that it would offer $310 million of senior subordinated discount notes due 2009, with the proceeds of the note offering to be used to refinance the 12½% exchange debentures, which are to be issued in exchange for the 12½% on or about the closing date of the new debt offering. The consent solicitation is being undertaken to facilitate the refinancing and the offering. On Jan. 3, Paxson said that holders of a majority of the 12½% cumulative preferred shares had agreed to deliver consents to consent solicitation. Salomon Smith Barney is acting as the solicitation agent for the consent.

HARTMARX CORP. (HMX) said Wednesday (Jan. 2) that it had amended the terms of its previously announced exchange offer for its outstanding 10 7/8% senior subordinated notes, and had extended the offer, which will now expire at midnight ET on Jan. 15, subject to possible further extension. Hartmarx is now offering to issue $800 principal amount of new notes, pay $200 in cash and issue 93 shares of Hartmarx common stock (par value $2.50) per $1,000 principal amount of the existing notes. Completion of the exchange offer will result in the issuance of 3,229,425 Hartmarx shares to the holders of the existing notes. The amended terms were decided upon following discussions between the company and its noteholders. AS PREVIOUSLY ANNOUNCED, Hartmarx, a Chicago-based apparel company, said on Dec. 17 that it had began an exchange offer for all of its outstanding 10 7/8% on Dec. 14, initially 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, terms which have since been modified. It initially set 12 midnight ET on Jan. 14 as the expiration deadline, which was subsequently extended. Hartmarx said that holders of the existing notes accepted for exchange would receive the amount of interest due and payable on the existing notes on Jan. 15. Hartmarx said it had 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." It said completion of the exchange offer would be 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 Company, NA (800 524-9472) is the exchange agent.

BLUEGREEN CORP. (BXG) said on Wednesday (Jan. 2) that a majority of holders of its 10 ½% senior secured notes due 2008 had approved certain proposed amendments to the notes' indenture. AS PREVIOUSLY ANNOUNCED, Bluegreen, a Boca Raton, Fla.-based operator of timeshare resorts and other leisure properties said on Oct. 11 it had extended the expiration of its currently pending solicitation of consents from the holders of its 10½% notes. That solicitation, the beginning of which had not been publicly announced, had been scheduled to expire at 5 p.m. ET on Oct. 5, but was extended to 5 p.m. ET on Nov. 16, which was subsequently extended, although no further public announcement regarding the solicitation was issued until Jan. 2. Bluegreen said the solicitation was undertaken to seek noteholder consent to proposed amendments aimed at providing the company with greater flexibility in the operational activity of Bluegreen/Big Cedar Vacations LLC, a majority-owned joint venture, which Bluegreen entered into in 2000. In addition, the proposed amendments were intended to provide Bluegreen with greater flexibility in structuring future asset securitization transactions under which it sells its timeshare receivables and related assets to third parties. Although the notes' indenture at the time the solicitation began permitted joint venture arrangements and asset securitizations, Bluegreen believed that the proposed amendments would enable it to structure these arrangements in a manner which would maximize the benefit of such transactions to the company. It said that the amendment would provide that Bluegreen's Big Cedar Joint Venture would not be required to guarantee the notes; would provide that any receivables subsidiary (as defined in the indenture) might incur debt arising in connection with any receivables securitization or financing transactions; and would permit certain arm's-length transactions between the company and the Big Cedar Joint Venture to proceed without the expensive and time-consuming requirement that Bluegreen obtain a written fairness opinion from an independent investment banking, accounting or appraisal firm. The proposed changes were agreed to by Bluegreen, certain of its subsidiaries, as guarantors, and SunTrust Bank (formerly SunTrust Bank, Central Florida, NA), as the trustee for the notes. Copies of relevant documents related to the consent solicitation could be obtained by contacting the Notes Trustee, Lisa Derryberry of SunTrust Bank at 407 237-4791.

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