HARTMARX CORP. (HMX) (Caa3/C) said Thursday (Jan. 10) that it had amended the terms of its previously announced exchange offer for its outstanding 10 7/8% senior subordinated notes, for which it is offering holders a package of new notes and debt. The company said the new notes to be offered in the package will now be senior unsecured notes, subordinated only to Hartmarx's senior bank debt, instead of the previously proposed senior subordinated notes, which would have been subordinated to the senior bank debt as well as other forms of indebtedness. All other terms of the exchange offer are unchanged. Hartmarx made the change in the subordination status of the new notes following discussions with its largest bondholder, which holds approximately 67% of the outstanding notes, and with its senior lenders. The largest bondholder has indicated to Hartmarx that it intends to tender its holding of existing notes under the exchange offer. AS PREVIOUSLY ANNOUNCED, Hartmarx, a Chicago-based apparel company, said on Dec. 17 that it had begun an exchange offer for all of its outstanding 10 7/8% notes 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 were subsequently modified. It initially set 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would be subject to at least 90% of the outstanding principal amount of the existing notes having been tendered and not withdrawn prior to the offer's expiration date, among other conditions. On Jan. 2, Hartmarx announced that it had amended the terms of the exchange offer, and had extended the offer, which will now expire at midnight ET on Jan. 15, subject to possible further extension. Hartmarx changed the composition of the debt and cash package it is offering noteholders to $800 principal amount of new notes and $200 in cash per $1,000 principal amount of the existing notes (from $850 in new notes plus $150 cash previously) and additionally offered to issue 93 shares of Hartmarx common stock (par value $2.50) per $1,000 principal amount of the existing notes. It said that completion of the exchange offer would 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. 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.

APCOA/STANDARD PARKING, INC. (Caa3/B) said Wednesday (Jan. 9) that its previously announced exchange offer for its 9¼% senior subordinated notes due 2008 expired as scheduled without extension. As of the expiration, the company had received tenders of approximately $91.1 million of the notes, plus the required consents to proposed indenture amendments under a related consent solicitation. Holders who tendered their notes in exchange for its new 14% senior subordinated second lien notes due 2006 will receive $1,056.36 principal amount of the new notes per $1,000 principal amount of the existing notes (total issuance of the new notes will be $59.3 million), and will pay $356.36 to APCOA/Standard Parking per $1,000 principal amount, generating $20 million of cash proceeds for the company. Some holders tendered their 9 ¼% notes for a total of 3,500 shares of the company's 18% senior convertible redeemable 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, for its newly issued 18% senior convertible redeemable preferred. 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, although it subsequently set Jan. 8 for the expiration.

COINMACH CORP (B2/BB-) said Tuesday (Jan. 8) that it plans to issue $400 million of new senior notes due 2010, in conjunction with its new $395 million senior secured credit facility, subject to customary conditions. The Charlotte, N.C.-based supplier of outsourced laundry equipment services said it plans to use the net proceeds of the offering and borrowings under its new credit facility to refinance existing bank debt and to redeem its existing 11¾% senior notes due 2005, including the payment of applicable redemption premium, accrued interest and expenses. The company did not set a timetable for the anticipated redemption of the existing notes.

DIMON INC. (DMN) (Ba3/BB) said Tuesday (Jan. 8) that it has extended the expiration date of its previously announced exchange offer for its 9 5/8% senior notes due 2011. The offer will now expire at 5 p.m. ET on Jan. 22, subject to possible further extension. As of the previous deadline (5 p.m. ET on Jan. 8), holders of $199.85 million of the notes had tendered them in the exchange. AS PREVIOUSLY ANNOUNCED, DIMON, a Danville, Va.-based leaf tobacco merchant, said on Dec. 7 that it had begun an exchange offer for all of its $200 million outstanding 9 5/8% notes, with the company offering a like amount of newly issued 9 5/8% notes which have been registered for public trading under the Securities Act of 1933. Apart from the registration status, the terms of the two series of notes are otherwise identical. Dimon initially set Jan. 8 as the deadline, which has since been extended. Sun Trust Bank (804 782-5726) in Richmond, Va. Is the exchange agent.

GRANITE BROADCASTING CORP. (GBTVK) (Ca/CCC-) said Monday (Jan. 7) that its previously announced consent solicitation among the holders of record (as of Dec. 13) of its 9 3/8% senior subordinated notes due 2005 terminated at 5 p.m. ET on Jan. 4, without extension. The company said in an 8K filing with the Securities and Exchange Commission that the consent solicitation expired without its conditions having been satisfied. AS PREVIOUSLY ANNOUNCED, Granite, a New York-based television station operator said in an SEC filing on Dec. 19 that it had begun soliciting consents from the noteholders to approve a proposed amendment to the notes' indenture to increase permissible borrowings under Granite's senior credit facility by $37 million. The company set Jan. 4 as the expiration deadline.

STATER BROS. HOLDINGS INC. (B2/B-) said Jan. 4 that it had successfully completed its previously announced consent solicitation among the holders of its 10.75% senior notes due 2006. As of the scheduled expiration deadline, holders of approximately 99% of the outstanding notes had consented to proposed indenture amendments. Stater expects the supplemental indenture incorporating the amendments will be executed by the company and the notes' trustee. AS PREVIOUSLY ANNOUNCED, Stater Bros., a Colton, Calif.-based supermarket chain operator, said Dec. 19 that it would solicit the consent of the holders of its 10.75% notes to making a distribution and payments to its stockholders consisting of $25 million in cash and $20 million of 5% subordinated notes due 2007. Stater initially gave no timetable for the proposed solicitation other than saying that it expected to begin it during December. On Jan. 2, Stater said that it had increased the consent payment it offered the noteholders to $7.50 per $1,000 principal amount from $3.75 per $1,000 previously. Holders who had already delivered consents under the original payment scheme were not required to take any additional action to receive the increased payment. All other terms of the consent solicitation were unchanged. The company also set the expiration deadline at 5 p.m. ET on Jan. 4. Banc of America Securities LLC (toll-free at 888 292-0070 or collect at 704 388-4813) was the exclusive solicitation agent.

CARRIER1 INTERNATIONAL S.A. (CONE) (C/nr) said Jan. 4 that it was beginning a new exchange offer and related consent solicitation for its high yield notes, following the failure last month of an earlier tender attempt. The new offer for the company's €85 million 13¼% euro-denominated senior notes and its $160 million of dollar-denominated 13¼% senior notes, both due 2009, will expire at 11:59 p.m. ET on Feb. 1, subject to possible extension. The company is offering the same cash payment as in the earlier offer, $182.50 per $1,000 principal amount of the dollar-denominated notes, €182.50 per €1,000 principal amount of the euro-denominated notes, plus accrued interest for both through Dec. 5. In addition, it has sweetened the deal with up to 40% of its equity, assuming 100% noteholder participation, to be distributed to tendering holders on a pro-rata basis. The company said it already has irrevocable commitments from its holders to tender a majority of both the euro- and the dollar-denominated notes, and expects to satisfy the minimum condition that more than 50% of each series of notes be tendered. AS PREVIOUSLY ANNOUNCED, Carrier1, a Luxembourg-based telecommunications company, said Nov. 6 that its wholly owned Carrier1 Finance Ltd. subsidiary would launch a tender offer for the notes, as well as a related consent solicitation for amendments to the notes' indentures. The company had offered to buy back its dollar-denominated and euro-denominated 13¼% notes, and set an expiration deadline of 11:59 p.m. ET on Dec. 5. Carrier1 said the tender offer would be conditioned upon the receipt of tenders for more than half of the outstanding dollar- and euro-denominated notes, taken individually, and other standard conditions. The company also sought noteholder adoption of the proposed indenture changes, which, among other things, would eliminate or modify certain of the restrictive covenants of the notes, including certain restrictions on asset sales, changes of control, mergers and consolidations. On Dec. 6, Carrier1 said that the tender offer and consent solicitation had expired along, and that no purchases of notes would be made under the tender because certain (unspecified) conditions were not met. It further said that it will "consider all and any alternatives with regard to its capital structure in order to achieve the financial and operating flexibility required to pursue strategic opportunities." The dealer-manager for the November-December tender offer was Morgan Stanley & Co. International Ltd. As was the case with the November-December tender offer, D.F. King & Co. Inc. (800 488-8035 in the U.S., 1 212-493-6952 outside the U.S.) remains the U.S. information agent for the new tender offer,; the European information agent remains D.F. King (Europe) Ltd. (44 20-7920-9700).

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