DUANE READE INC. (DRD) (B2/B+) said Friday (May 3) that it has begun a tender offer for all of its $80 million of outstanding 9¼% senior subordinated notes due 2008, as well as a related solicitation of noteholder consents to proposed indenture amendments. The New York-based drugstore chain set a consent deadline of 5 p.m. ET on May 17, and said the offer would expire at midnight ET on May 31, both dates subject to possible extension. Duane Reade said it would purchase the outstanding notes at a purchase price of $1,070 per $1,000 principal amount at maturity. The purchase price includes an consent payment equal to 2% of the principal amount (i.e. $20 per $1,000 principal amount), which will be paid only for notes validly tendered by the consent deadline. Payment for the tendered notes will be made in same-day funds on the first business day following expiration of the offer, or as soon thereafter as practicable. Goldman, Sachs & Co. (call 800 828-3182) will act as dealer manager for the offer. The Information Agent is Mellon Investor Services LLC (call 917 320-6286 or 800 932-6798), and the depositary is Mellon Investor Services LLC.

JASMINE SUBMARINE TELECOMMUNICATIONS CO., LTD. (Ba3) said on Thursday (May 2) that it was beginning a cash tender offer for the outstanding $142.956 million of 8.483% senior secured notes due 2011, as well as a related solicitation of noteholder consents to proposed indenture amendments, and to the release of the security securing the notes. The Bangkok, Thailand-based telecommunications company set a consent deadline of 11:59 p.m. ET on May 15, and a tender offer expiration deadline of 11:59 p.m. ET on May 30, with both dates subject to possible extension. Holders who tender their notes will be required to consent to the proposed amendments and to the release of the security, while holders who consent will be required to tender their notes. Jasmine said that notes which are validly tendered and accepted for purchase will be purchased at a price of $650 per $1,000 principal amount of notes, plus accrued and unpaid interest from May 30 (the date of the next scheduled interest and principal payments on the notes) up to - but not including - the settlement date of the offer, less a consent payment of $30 per $1,000 principal amount of notes (which will only be paid for those notes which are tended by the already outlined consent deadline). The interest and principal payments scheduled for May 30 will not be affected by the offer. Jasmine said that the closing of the tender offer and consent solicitation is conditioned on a number of factors, including - among other things - Jasmine Submarine receiving valid tenders, with consents, of all of the outstanding notes, and Jasmine Submarine obtaining net proceeds under the terms of a secured bank loan agreement with Krungthai Bank PCL. The agreement calls for the loan of up to 4.35 billion Thai baht (approximately US$101 million, based on the spot exchange rate on May 1). Salomon Smith Barney (call 800 558-3745) is the dealer manager; the information agent is Mellon Investor Services (banks and brokers call collect at 917 320-6286, others call 888 566-9471).

PARKER DRILLING CO. ( PKD) (B1/B+) said on Thursday (May 2) that it had successfully completed the exchange of $235.612 million of new 10 1/8% senior notes due 2009 for a like amount of its existing 9¾% percent senior notes due 2006, under its previously announced exchange offer, which expired as scheduled at 4.15 p.m. ET on May 1, with no further extension. The company said that besides exchanging their notes, holders of the notes who participated in the exchange consented to amendments to certain covenants in the 9¾% notes' indenture. AS PREVIOUSLY ANNOUNCED, Parker, a Houston-based oil and gas contract drilling company, said on April 5 that it had begun an offer to certain holders of its $450 million of outstanding 9¾% Series D senior notes, under which it would exchange up to $250 million of its new 10 1/8% notes for a like amount of their 9¾% notes. Parker initially set April 30 as the expiration date for the offer, although this was subsequently extended. The company said that if more than $250 million of the 9¾% notes were to be tendered for exchange, they would be exchanged on a pro-rata basis. Parker Drilling said holders exchanging their outstanding notes for the new notes would be deemed to have consented to certain amendments to the covenants contained in the 9¾% notes' indenture. It said that completion of the exchange would be conditioned upon receiving valid tenders from the holders of at least a majority of the outstanding 9¾% notes. On May 1 Parker said that it had extended its exchange offer to the May 1 deadline from the original April 30 expiration, subject to possible future extension. Parker said that as of the original expiration deadline, over $200 million of the outstanding notes had been tendered in the exchange offer. Jefferies & Co., Inc., as dealer manager for the exchange offer, announced later in the day that Parker Drillin had received tenders of more than $225 million of the outstanding 9¾% notes, and that under the exchange offer, the right to withdraw any outstanding notes which had been tendered had terminated. Parker had not initially identified a dealer manager for the offer, although it subsequently said Jefferies would fill that role.

AZURIX CORP. (Ca/CC) said on Thursday (May 2) that it was extending the expiration deadline and increasing the purchase price in its previously announced tender offer and consent solicitation for its dollar-denominated 10 3/8% Series B senior notes due 2007 and 10¾% Series B senior notes due 2010 and for its sterling-denominated 10 3/8% Series A and B senior notes due 2007. The new price for the dollar notes will be $922.50 per $1,000 principal amount, while the company would likewise raise the purchase price for its sterling notes to £922.50 per £1,000 principal amount. The consent amount and consent payment deadline described in previous announcements and in the original Offer to Purchase and Consent Solicitation, are eliminated. Accordingly, if the tender offer is consummated, Azurix will pay the full 92.25% of par for notes tendered regardless of the date a holder tenders its notes and delivers the related consents, just as long as the tenders and consent deliveries occur before the expiration date (Azurix also said it was extending the expiration date of the tender offer and consent solicitation to 5:00 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 continue in effect, unchanged. Azurix said it has received commitments from holders of more than 80% of each series of the dollar notes that they will tender their notes and deliver the related consents after Azurix's announcement of the increased price described above. Promptly after a majority of holders of a series of dollar notes have tendered, Azurix expects to execute a supplemental indenture for that series with the indenture trustee. Upon the execution of the supplemental indenture, tenders of notes and deliveries of related consents by holders of that series of dollar notes will become non-withdrawable and irrevocable. As previously announced, with the requisite tenders having already been received from the holders of the sterling-denominated notes, tenders of those notes may not be withdrawn and the related consents are irrevocable. Noting the change in the prices, Azurix said that holders of notes who already have delivered their tenders and consents and who have not withdrawn them do not need 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 pursuant to Azurix's tender offer and consent solicitation. These totals exclude the holders of dollar notes who have 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 Azurix's corporate parent, Enron Corp., 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 Ltd., an Azurix asset, and the tender offer and consent solicitation. AS PREVIOUSLY ANNOUNCED, Azurix - a Houston-based water utility wholly owned by Enron - said on April 2 that it had begun a cash tender offer on April 1 for the dollar-denominated 10 3/8% and 10¾% notes, as well as 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 Bhd. 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 5:00 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 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 is 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 the holders of its dollar-denominated 1 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 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). Azurix said on April 23 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 5.00 p.m. ET on April 26 the 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. It also said it was extending to 5.00 p.m. ET on May 7, the expiration date for the tender offer and consent solicitation (both deadlines were subsequently extended further). It said that noteholders tendering and delivering the related consents after the 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 were to 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 is subject to a number of conditions described in the Offer to Purchase and Consent Solicitation dated April 1, 2002, 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 contend, among other things, that Azurix's paying for its Senior Notes in the tender offer and consent solicitation is not in the best interest of Atlantic Water Trust unless Azurix also pays, 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 5:00 p.m. ET on May 1, subject to possible further extension, from the previous April 30 deadline. Salomon Smith Barney (call 800 558-3745) is acting as dealer manager of the tender offer. Mellon Investor Services (call 866 293-6625) is the information agent.

HOLLYWOOD ENTERTAINMENT CORP. (HLYW) (Caa1/B-) said Tuesday (April 30) that it had postponed the planned issuance of $275 million in new senior subordinated notes, the proceeds of which were to have been used to redeem its outstanding 10 5/8% senior subordinated notes due 2004. The company said that although the response from prospective institutional investors in the new issue over the previous week indicated that it could have completed the issuance of the new notes at a lower interest rate than the existing 10 5/8% notes, it felt that the lower interest rate would not be enough to compensate for the current call premium on the outstanding notes of 105.313% [of par value] and expenses, which Hollywood would have had to pay to redeem the existing notes. Hollywood pointed out that it is "under no pressure" to refinance the 10 5/8% notes in the near term, so it has therefore decided to postpone the financing transaction "until such time as it believes it can accomplish its objectives at a lower net cost when considering the reduced interest of the new notes together with the call premium and expenses on the existing notes." Hollywood noted that the call premium on the 10 5/8% notes reduces from 105.313% currently to 102.656% on August 15, and will then remain there until August 15, 2003 at which time the notes will be redeemable at par. AS PREVIOUSLY ANNOUNCED; Hollywood Entertainment, a Portland, Ore.-based video rental store chain operator (No. 2 in the U.S. behind Blockbuster) was heard by syndicate sources on April 18 to be readying the off-the-shelf eight-year notes, with the proceeds slated to be used to redeem the $250 million of outstanding 10 5/8% notes. Earlier, it had filed a registration statement with the Securities Exchange Commission covering the issuance of up to $300 million of non-convertible debt securities, which became effective on Feb. 14.

COLE NATIONAL GROUP, INC. (B2/B), a subsidiary of COLE NATIONAL CORP. (CNJ) said on April 26 that it had begun a cash tender offer to purchase all of its outstanding $150 million of 9 7/8% senior subordinated notes due 2006, and a related solicitation of noteholder consents to a proposed indenture amendment that would shorten the minimum period required for notice of redemption of the notes from 30 days to three days. The Cleveland-based operator of the Pearle retail vision care stores said the tender offer is scheduled to expire at midnight ET on May 23, while the consent deadline is 5 p.m. ET on May 9, both deadlines subject to possible extension. Holders who tender their notes will be required to consent to the proposed amendment, and holders who consent to the proposed amendment will be required to tender their notes. Cole said that tenders of notes and deliveries of consents made prior to the consent deadline may not be validly withdrawn or revoked, unless Cole National reduces the tender offer consideration or the principal amount of notes subject to the tender offer or is otherwise required by law to permit withdrawal. Tenders of notes made after the consent deadline may be validly withdrawn at any time until the tender offer's expiration deadline. Cole set the total consideration to be paid for each properly delivered consent and validly tendered note accepted for payment at $1,051 per $1,000 of principal amount of the notes, plus accrued and unpaid interest. That total consideration figure includes an early consent premium of $1.625 per $1,000 principal amount for notes tendered by the consent deadline. Holders who tender their notes after the consent deadline but before the expiration of the tender offer will receive $1,049.375 per $1,000 principal amount, plus accrued and unpaid interest. Cole said the tender offer would be conditioned upon the satisfaction of a financing condition, a credit facility condition, a minimum tender condition, a supplemental indenture condition, as well as other general conditions. If the tender offer is consummated, Cole National Group intends to then promptly call for redemption - in accordance with the newly amended terms of the notes' indenture - any and all notes that remain outstanding, paying the applicable redemption price of $1,049.375 per $1,000 principal amount, plus interest accrued up to the redemption date. Cole separately but concurrently announced on April 26 that it planned to offer $150 million of senior subordinated notes for sale under Rule 144A, with the expected proceeds from the offering to be used to purchase or redeem its outstanding 9 7/8%notes. It said it expected the transactions to be completed during its second quarter. Lehman Brothers (call 212 528-7581 or toll free 800 438-3242) and CIBC World Markets to serve as the dealer managers for the tender offer and consent solicitation. Morrow & Co., Inc., (800 607-0088) will be the information agent for the tender offer.

DA VITA INC. (DVA) (B2/B-) said on April 26 that it had completed its previously announced tender offer for all of its outstanding 9¼% senior subordinated notes due 2011, which expired as scheduled on April 26, with no further extension. All of the outstanding notes were tendered in response to the offer, and holders would be paid the appropriate compensation, as outlined previously. DaVita said that holders would also receive accrued interest of $2.83 per $1,000 note. AS PREVIOUSLY ANNOUNCED, DaVita, a Torrance, Calif.-based provider of kidney dialysis services, said on March 15 that it was planning to repurchase up to 25 million shares of its common stock (an amount subsequently reduced) and any or all of its outstanding 9¼% notes, and said that it expected to enter into a new senior credit facility to finance these repurchases. It said the note repurchase would be made through a tender offer that would begin on March 20, but it did not initially announce an expiration deadline. The company said its tender offer would consist of the offer to purchase, subject to the funding of the new senior credit facility and other conditions to be set forth in the tender offer documents, of the outstanding notes at a price to be determined by reference to a fixed spread over the yield to maturity of certain U.S. Treasury Notes, plus accrued and unpaid interest up to, but not including, the date of payment for the notes. In connection with the note tender offer, DaVita said it would seek consents from the holders of the notes to amend the indenture governing the notes by eliminating substantially all restrictive provisions. Only holders of the notes consenting to the proposed amendments by validly tendering their notes as of the consent date would be eligible to receive the consent payment, unless DaVita were to extend that date. DaVita meanwhile said that the stock repurchase would also be made through a tender offer that would begin on March 20. The equity tender offer would not be contingent upon any minimum number of shares being tendered, but would be contingent upon the funding of the new senior credit facility and the completion of the tender offer for the notes and receipt of the requisite consents. Davita said it would be sending out materials on the separate tender offers shortly, and that stockholders would be able to obtain the offer to purchase and related materials with respect to the stock tender offer for free at the Securities and Exchange Commission's website at www.sec.gov. On March 21, DaVita said that it had begun its tender offer for any or all of its outstanding 9¼% notes, and the related solicitation of noteholder consents to proposed indenture changes, as well as a separate, but concurrent equity tender offer up to 24 million shares of its common stock (an amount subsequently reduced to 20 million shares). DaVita said the tender offer for the notes would expire at 9 a.m. ET on April 19, which was subsequently extended. The notes would be purchased at a price based on a fixed spread of 87.5 basis points over the yield to maturity of the reference security, the 4 5/8% U.S. Treasury Notes due May 15, 2006, three business days prior to the expiration date of the tender offer (the tentative pricing date would thus be April 16, although this too was subsequently extended). Holders would also receive accrued and unpaid interest up to, but not including, the date of payment for the notes. The purchase price would include a $20 per $1,000 principal amount consent payment, to be made to those holders who consent to amending the notes' indenture by eliminating certain restrictive provisions by validly tendering their notes by the (now-passed) consent deadline of 5 p.m. ET on April 4, subject to possible extension. Tendered notes might not be withdrawn and consents might not be revoked after that deadline, except in certain limited circumstances. Completion of the tender offer and consent solicitation is conditioned upon the (now-fulfilled) requirement of DaVita's expected entrance into a new senior credit facility to finance the repurchase. DaVita said on April 5 that it had received the requisite consents from the holders of the 9 ¼% notes to the proposed indenture amendments by the consent deadline of 5 p.m. ET on April 4. On April 17, DaVita initially announced the consideration to be paid in note tender offer, setting it at $1,157.95 per $1,000 principal amount of notes, plus the consent payment of $20 per $1,000 principal amount for the holders of notes who tendered by the now-passed consent deadline of midnight ET on April 4, and at $1,137.95 per $1,000 principal amount for noteholders of notes who tendered after the expiration date of the consent solicitation period, although with the extended expiration deadline, the tender offer consideration and the total consideration were subsequently recalculated. DaVita further said that the supplemental indenture incorporating desired changes had been executed on April 16, after DaVita received consents to the proposed amendments holders of a majority of the aggregate principal amount of the notes. On April 23, DaVita said that it had revised the previously announced consideration to be paid in its tender offer, in connection with the previously announced extension of the tender offer. Under the revised terms, noteholders who had tendered prior to the now-expired April 4 consent deadline would receive total consideration of $1,179.32 per $1,000 principal amount of notes, including the previously announced $20 per $1,000 principal amount consent payment. Holders tendering after the consent deadline would receive the tender offer consideration of $1,159.32 per $1,000 principal amount, but no consent payment, assuming an April 26 payment date. Credit Suisse First Boston Corporation (call the Liability Management Group at either 212 538-8474 or 800 820-1653) and Banc of America Securities LLC (call 704 388-9217 or 888 292-0070) were the dealer managers for the notes tender offer; Georgeson Shareholder (call 866 800-0507) were the information agent and The Bank of New York was the Depositary. On May 3, DaVita said that it had extended its previously announced offer to purchase up to 20 million of its common shares for 10 business days, until 9.00 a.m. ET on May 17, subject to possible further extension, from its previous deadline on May 3. The other terms of the equity tender offer, including all other conditions and the tender price range of $22 to $26 per share, remained unchanged. According to The Bank of New York, the Depositary for the tender offers, approximately 4.273 million of DaVita's common shares had been validly tendered and not withdrawn as of May 2.

TRUMP HOTELS & CASINO RESORTS INC. (DJT) (Ca/CC) said on April 24 that it planned to sell $470 million of new Rule 144A first mortgage notes due 2010, and planned to use the expected proceeds from the sale to take out its own existing public debt and that of TRUMP'S CASTLE ASSOCIATES, as well as the bank debt of its Trump Indiana Inc. subsidiary (it was estimated by market sources that the parent holding company has outstanding approximately $116 million of 15½% notes due 2005, while Trump Castle has approximately $242 million of 11¾% notes due 2003 outstanding; none of the proceeds are expected to be used to redeem any of the company's most liquid and most widely traded issue, the approximately $1.3 billion of outstanding TRUMP ATLANTIC CITY ASSOCIATES 11¼% first mortgage notes due 2006). The proposed note offering - which will be guaranteed on a first priority basis, subject to certain exclusions and exceptions, by the subsidiaries of the issuers - requires the approval of the new Jersey Casino Control Commission and the Indiana Gaming Commission. AS PREVIOUSLY ANNOUNCED, Trump Hotels & Casino Resorts, an Atlantic City, N.J.-based hotel and gaming operator, said in an April 5 filing with the Securities and Exchange Commission that it had held talks with a committee representing the holders of the Trump A.C. 11¼% notes; the company has proposed lowering the interest rate and extending the maturity date on the notes, as well as modifying certain covenant restrictions on the notes. Trump Hotels said it hoped the negotiations would help it to reduce interest expense and allow it to finance a capital improvement program to improve its Atlantic City hotel/casino properties. Trump said it had not yet reached any agreement with the committee.

INDUSTRIAS METALURGICAS PESCARMONA SAIC Y F said on April 24 that it was extending its previously announced exchange offer for all of its outstanding 9½% notes scheduled to mature on May 31. The expiration was extended to 5 p.m. ET on May 8, from the previous April 24 deadline. The company also announced that as of 5 p.m. ET on April 24, it had received tenders from holders of $86.4 million of the notes, representing approximately 62.8% of the outstanding amount. AS PREVIOUSLY ANNOUNCED, Industrias Metalurgicas Pescarmona, a Buenos Aires, Argentina-based company usually known as IMPSA, said on March 14 that it has begun an exchange offer for all US$137.6 million of the maturing 9½% notes, with an initial expiration deadline of 5 p.m. ET on April 10, which was subsequently extended. It said that holders could select from two different options the type of new notes they would receive for their existing notes, and they could withdraw their tenders of existing notes or change their selection of exchange notes they wished to receive at any time prior to the expiration date. The two options (each for US$1,000 principal amount of existing notes) were as follows: either A) US$1,050.00 principal amount of the company's new 5% guaranteed senior notes due 2011 (the notes carry an interest step-up to 8% in May 2006, and are known as the step-up notes); or B) US$500 principal amount of the company's new 10% guaranteed senior notes due 2007, known as the discount notes. Upon the occurrence of certain specified events described in the offering memorandum, noteholders would be entitled to receive an extraordinary cash payment. These events include certain asset sales, annual excess cash flow, early redemption at the option of the company and maturity. In addition, the exchange notes would be guaranteed on a senior unsecured basis by a wholly owned subsidiary of IMPSA. The company said that holders would not have to choose the same option for all the existing notes that they tender; holders would receive whichever exchange note option for which they tendered, as there is no limitation on the right of any holder to elect to receive either the step-up notes, OR the discount notes, OR a combination of both options. The exchange offer would be conditioned upon the receipt of valid tenders of at least 95% of the outstanding principal amount of the existing notes and other customary conditions. Banc of America Securities LLC is the exclusive dealer manager for the exchange offer (call toll-free in the U.S. at 888 292-0070 or outside the U.S. at 704 388-4807 or, in Argentina, Bank of America N.A. Buenos Aires Branch at 54-11 4311-5326). D.F. King & Co., Inc. (800 735-3591) is the information agent and Bankers Trust Co. is the exchange agent.

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