AMERICAN COMMERCIAL LINES LLC (Ca/D) said on Thursday (May 23) that $284.5 million of its 10¼% senior notes due 2008 (approximately 96.4% of the outstanding principal amount) had been tendered to the company under its previously announced exchange offer, which expired as scheduled at 5 p.m. ET on May 22 with no further extension. That fulfills the condition that a minimum of 95% of the outstanding existing notes be tendered. The exchange offer is expected to close during the week of May 27, subject to a number of closing conditions, including - but not limited to - the consummation of the previously announced recapitalization of American Commercial Lines and its corporate parent, American Commercial Lines Holdings LLC. AS PREVIOUSLY ANNOUNCED: American Commercial Lines, a Jeffersonville, Ind.-based operator of inland waterway tow boats and barges, said on April 16 that it had begun the exchange offer for its 10¼% notes the previous day, as part of the previously announced recapitalization and restructuring of the company, which is expected to close during the second quarter. Under terms of the offer, American Commercial Lines offered to give the holders of its outstanding 10¼% notes new 11¼% cash pay senior notes and new 12% pay-in-kind senior subordinated notes, both due 2008, in exchange for their existing notes. The company also began soliciting its noteholders to (1) become party to, and a beneficiary of, a mutual release, (2) consent to amendments to the indenture for its outstanding 10¼% notes and (3) accept a plan of reorganization. It did not initially announce an expiration deadline for the offer, nor did it announce any conditions to the offer. On May 21, American Commercial Lines indicated that the exchange offer had originally been scheduled to expire at 5 p.m. ET on May 20, had been extended until 5 p.m. ET on May 21 and then extended again to 5 p.m. ET, on May 22, subject to possible further extension. All other terms and conditions of the exchange offer remained the same. The company said that as of the original May 20 deadline, approximately $280 million of the 10¼% notes had been tendered under the exchange offer, out of a total outstanding principal amount of $295 million.

VENETIAN CASINO RESORT LLC and LAS VEGAS SANDS INC. (Caa1/B-) was heard by high yield syndicate sources to have sold $850 million of second mortgage notes due 2010 on Wednesday (May 22) via book-running manager Goldman Sachs & Co. and co-manager Scotia Capital, with proceeds of the Rule 144A deal slated to be used, in part, to refinance all of the company's debt, including its outstanding 12¼% mortgage notes due 2004 and 14¼% senior subordinated notes due 2005. AS PREVIOUSLY ANNOUNCED, Venetian Casino Resort, a Las Vegas-based hotel and casino operator, and its corporate parent, Las Vegas Sands Inc. (the two companies serve as joint issuers of the notes) said on May 6 that they had begun a cash tender offer to purchase all of their $425 million of outstanding 12¼% notes (Caa1/B-) and all of their $97.5 million of outstanding 14¼% notes (Caa3/CCC+). The companies set a purchase price of $1,061.25 per $1,000 principal amount for the mortgage notes and $1,071.25 per $1,000 principal amount for the senior subordinated notes, plus accrued but unpaid interest in each case. In conjunction with the tender offer, Venetian and Las Vegas Sands said they were soliciting noteholder consents to eliminating substantially all of the restrictive covenants of the indentures governing the notes and making certain other amendments. They said adoption of the proposed amendments would require the consent of holders of at least a majority of each issue of notes. Holders tendering their notes would be required to consent to the proposed amendments. The above-mentioned purchase prices for the notes would include a consent payment of $20 per $1,000 principal amount for all notes tendered by the now-passed consent deadline of 5:00 p.m. ET on May 17, subject to possible extension. Holders tendering their notes after the consent deadline but before the expiration deadline of midnight ET on June 3, subject to possible extension, will receive the aforementioned consideration per note, less the consent payment amount. Closing of the tender offer is subject to A) the closing by Venetian and Las Vegas Sands of certain debt financings, the proceeds of which will be used to pay the consideration for the tender offer and the consent solicitation, B) the receipt of the required consents from the noteholders and C) certain other customary conditions described in the official Offer to Purchase and Consent Solicitation Statement. On May 17, Venetian/Las Vegas Sands said that they had received the required consents from the holders of both the 12¼% and the 14¼% notes to the proposed indenture amendments. As a result of obtaining the required consents, Venetian and Las Vegas Sands executed and delivered supplemental indentures incorporating those amendments. The supplemental indentures provide that the amendments will only become operative when all validly tendered notes are purchased under terms of the tender offer. D.F. King & Co. Inc. (call 212 269-5550 or 800 769-5414) is the information agent for the tender offer and consent solicitation.

AZURIX CORP. (Ca/CC) said on May 21 that it had accepted for payment all of the dollar-denominated 10 3/8% Series B senior notes due 2007 and 10¾% Series B senior notes due 2010, and sterling-denominated 10 3/8% Series A and Series B senior notes due 2007 that were tendered in Azurix's previously announced tender offer for the notes and the related consent solicitation, which expired as scheduled at 5 p.m. ET on May 20 without further extension. The company said that it paid the depositary in the tender offer, for the account of the tendering note holders, the purchase price of 92.25% of the notes' par value in their respective currencies, plus accrued interest up to, but not including May 21, the settlement date. The depositary was expected to forward payments to the tendering note holders over the next few days. As of the expiration deadline, holders of approximately $200.8 million of its 10 3/8% percent senior dollar notes and approximately $144.3 million of its 10¾% percent senior dollar notes, as well as the holders of approximately £85.5 million of its 10 3/8% senior sterling notes and had validly tendered their notes to the company and had not subsequently withdrawn them. The consents and amendments to the indenture governing the notes that Azurix had solicited in connection with the tender offer have taken effect and apply to any notes that were not tendered and which remain outstanding. Azurix also announced at that time that it had closed the previously announced sale of the stock of its wholly owned indirect subsidiary Wessex Water Ltd. to a wholly owned subsidiary of YTL Power International Bhd, for £544 million (approximately $794 million) in cash. As part of the transaction, the purchaser assumed approximately £694 million (approximately $1.012 billion) in Wessex debt. AS PREVIOUSLY ANNOUNCED: Azurix - a Houston-based water utility wholly owned by Enron Corp.- said on April 2 that it had begun a cash tender offer on April 1 for its outstanding dollar-denominated 10 3/8% and 10¾% notes, as well as for its outstanding sterling-denominated 10 3/8% notes, plus a related solicitation of consents to proposed indenture changes. Azurix said the tender offer was undertaken in conjunction with its sale of Wessex Water to a subsidiary of YTL Power International. Azurix said it was soliciting consents from the holders of these notes to amendments to the indenture which would permit the sale of Wessex without complying with the existing provisions, and to eliminate certain covenants, restrictions and events of default, and a waiver of the timely filing of certain financial and other information. It initially set an expiration deadline for the offer at 5 p.m. ET on May 3, although this was subsequently extended, and initially set a consent deadline of 5 p.m. ET on April 15, which was subsequently extended, but later eliminated altogether. The company initially set a total purchase price for the notes of 88% of par (i.e., $880 per $1,000 principal amount, including a consent payment of 1.5% of par - $15 per $1,000 principal amount - for the dollar notes and £880 per £1,000 principal amount, including a consent payment of £15 per £1,000 principal amount, for the sterling notes), plus accrued and unpaid interest up to - but not including - the date of payment, although the purchase price was subsequently raised and the consent portion eliminated completely. The offer was conditioned on the registered holders of at least a majority of each series of the notes consenting to the proposed changes, with the Series A and Series B sterling-denominated notes together constituting one series. On April 15, Azurix announced that it had received tenders and consents from holders of a majority of its outstanding sterling- denominated B notes, but added that it had not yet received tenders and consents from holders of a majority of its dollar-denominated notes, and was therefore extending the consent deadline to 5 p.m. ET on April 17, which was subsequently further extended several times, most recently to May 1, before being eliminated altogether. The tender offer deadline initially remained unchanged, although it subsequently was extended. Azurix also confirmed that its corporate parent, Enron, had filed a motion with the bankruptcy court before which its Chapter 11 proceeding is pending, to approve votes by its subsidiaries and employees in favor of Azurix's proposed sale of Wessex Water. A hearing on this motion was scheduled for May 2 (the motion was subsequently approved). On April 23, Azurix said that it was increasing the total purchase price for the tender offer to $900 per $1,000 principal amount for the dollar-denominated notes and was also upping the price for its sterling-denominated notes to £900 per £1,000 principal amount. Azurix also extended to 5 p.m. ET on April 26 the consent deadline by which noteholders would have to tender and consent to receive the consent payment of 1.5% of par included in the total purchase price, and also extended the tender offer expiration deadline to 5 p.m. ET on May 7 (both deadlines were subsequently extended further). It said that noteholders tendering and delivering the related consents after the newly-extended April 26 deadline would receive the increased total purchase price, minus the 1.5% of par consent payment, or a total of 88.5% of par. Although Azurix had already received tenders and consents from holders of a majority of its outstanding sterling notes, and had entered into a supplemental indenture relating to these notes, it said that holders of the sterling notes who had not already tendered but who would do so by the extended consent deadline would be entitled to receive the consent payment. It further said that tenders of the sterling notes would no longer be revocable. The company said that noteholders who had already delivered (and who had not withdrawn) their tenders and consents did not need to take any further action to receive the increased total purchase price. It said payments would be made for notes only if they are accepted for payment, which remained subject to a number of conditions described in the official Offer to Purchase and Consent Solicitation dated April 1, and the related Letter of Transmittal and Consent. On April 28, Azurix, in addition to again extending the consent payment deadline to April 30 which was subsequently further extended), noted that the new deadline was the close of business on the day before Enron was planning to notify the Bankruptcy Court if it decided to not proceed with the May 2 hearing seeking the court's approval of Enron's approval of Azurix's proposed sale of Wessex Water and the tender offer and consent solicitation. Azurix noted that on April 26 a committee representing holders of 31.74% of the outstanding senior notes of Marlin Water Trust, a beneficiary of Azurix's largest shareholder, Atlantic Water Trust, filed an objection to Enron's motion before the Bankruptcy Court. Azurix said the Marlin noteholders were contending, among other things, that Azurix's paying for its senior notes in the tender offer and consent solicitation would not be in the best interest of Atlantic Water Trust unless Azurix also were to pay from proceeds of the Wessex sale approximately $19 million in debt that Azurix owes to Atlantic Water Trust, which is among the continuing obligations of Azurix described in the official Offer to Purchase and Consent Solicitation. On April 30, Azurix said that it had again extended the consent deadline on its tender offer to 5 p.m. ET on May 1, subject to possible further extension, from the previous April 30 deadline. On May 2, Azurix said that it was extending the expiration deadline and increasing the consideration it was willing to pay for the notes to $922.50 per $1,000 principal amount for the two series of dollar-denominated notes, and to £922.50 per £1,000 principal amount for the sterling notes. The consent amount and consent payment deadline described in previous announcements and in the original Offer to Purchase and Consent Solicitation, were eliminated, so that Azurix would pay the full 92.25% of par for notes tendered, regardless of the date on which holder tendered their notes and delivered the related consents, just as long as the tenders and consent deliveries occured before the expiration date (Azurix also said it was extending the expiration date of the tender offer and consent solicitation to 5 p.m. ET on May 16, subject to possible further extension, from the most recent deadline of May 1). It said the remaining terms of the tender offer and consent solicitation would continue in effect, unchanged. Azurix said that at that point, it had received commitments from holders of more than 80% of each series of the dollar notes that they would tender their notes and deliver the related consents after Azurix's announcement of the increased price described above (it had already received the requiste consents from the holders of the sterling-denominated notes). Azurix said that it expected to execute a supplemental indenture for each series of dollar notes with the indenture trustee right after a majority of holders of that series had tendered. Upon the execution of the supplemental indenture, tenders of notes and deliveries of related consents by holders of that series of dollar notes would become irrevocable and not subject to withdrawal, just as the sterling notes could no longer be withdrawn and the related consents had become irrevocable. Noting the change in the prices, Azurix said that holders of notes who had already delivered their tenders and consents and who had not withdrawn them would not have to take any further action to receive the increased purchase price. As of May 1, holders of approximately $23 million of the 2007 dollar notes and approximately $17 million of the 2010 dollar notes, and of approximately £74 million of the sterling notes had validly tendered and not withdrawn their notes. Those totals exclude the holders of dollar notes who had committed to tender with the increased price. Azurix also said on Thursday (May 2) that the U.S. Bankruptcy Court holding the reorganization proceedings for Enron and its affiliates, had granted Enron's motion to approve, among other things, the votes by Enron designees to the boards of directors of Azurix and its stockholders approving the sale of Wessex Water, and the tender offer and consent solicitation. On May 16, Azurix said it had once again extended the tender offer and consent solicitation, to 5 p.m. ET on May 20 (the eventual expiration date), from May 16 previously. Salomon Smith Barney (call 800 558-3745) acted as dealer manager of the tender offer. Mellon Investor Services (call 866 293-6625) was the information agent.

GRUPO TMM SA de CV (TMM) and KANSAS CITY SOUTHERN (KSU) announced the successful completion of the previously announced solicitation of consents to proposed changes in the indenture of the 10¼% senior notes and 11¾% senior discount debentures due 2009 issued by TFM SA de CV (a subsidiary of Grupo Transportacion Ferroviaria Mexicana, SA de CV (Grupo TFM), in which TMM and KSU own the controlling interest). That consent solicitation expired as scheduled at 5 p.m. ET on May 21 without further extension. As of the expiration, holders of a majority of each class of notes had delivered consents to the indenture amendments. AS PREVIOUSLY ANNOUNCED, Grupo TMM and Kansas City Southern, owners of the controlling interest in Mexican railroad operator Grupo Grupo TMM, said on May 9 that TFM had amended its pending consent solicitation to the holders of its 10¼% notes and its 11¾% debentures. The offering parties said that if the conditions to the consent solicitation were met, TFM would pay holders granting consents a cash fee of $30 per $1,000 principal amount of the notes (and said it would offer no other consideration for consents). The consents would allow specified amendments to the respective indentures under which the notes were issued. Holders not granting consents would not receive any fee, but would still be bound by the amendments, if adopted. The companies said that all holders of record as of April 11 would be eligible to participate in the consent solicitation, with all previous restrictions to participation having been removed. They initially set the deadline for the solicitation for 5 p.m. ET on May 20 (although this was subsequently extended). The companies said the consent solicitation was subject to specified conditions, which were outlined at length in the official amended and restated consent solicitation statement dated May 9. On May 17, Grupo TMM and Kansas City Southern said that the consent solicitation had been amended again, although they did not elaborate on the changes in their news release, instead merely noting that they were outlined in an amended consent solicitation statement. The companies also said that the deadline for the solicitation was extended to 5:00 pm ET on May 21, subject to possible further extension, from May 20 previously. Documentation is available through Mellon Investor Services LLC (call toll-free at 800 636-8927; banks and brokers call 917 320-6286).

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