CHARLES RIVER LABORATORIES INTERNATIONAL, INC. (CRL) said Tuesday (Jan. 29) that its wholly-owned CHARLES RIVER LABORATORIES, INC. (Ba3/B) subsidiary had received the requisite amount of consents to proposed indenture changes from the holders of its outstanding 13.5% senior subordinated notes due 2009, under its previously announced tender offer for the bonds and related consent solicitation. As a result, the proposed amendments have been adopted, the company has executed a supplemental indenture incorporating the changes, and the tender offer continues. AS PREVIOUSLY ANNOUNCED, Charles River - a Wilmington, Mass.-based provider biomedical products and services, including animals for medical laboratory research - said Jan. 15 that it was beginning a cash tender offer for any and all of its outstanding $79.7 million of the 13.5% notes. Charles River said the offer would commence on Wednesday (Jan. 16) and would expire at 9 a.m. ET on Feb. 14, subject to possible extension. It also began a related solicitation of noteholder consents to proposed indenture changes which would eliminate certain restrictive provisions, and said the consent date would be the later of either Jan. 30 or the date on which holders of a majority of the outstanding notes had duly executed the consents, subject to possible extension. Charles River said it would purchase the outstanding notes at a price to be determined three business days prior to the expiration date of the tender offer (Feb. 11 is the tentative price-setting date), based upon a fixed spread of 75 basis points over the yield to maturity of the reference security, the 6% U.S. Treasury Note due Aug. 15, 2004, plus accrued and unpaid interest up to, but not including, the payment date. The company said total consideration will also include a consent payment pf $13 per $650 principal amount of the notes (the original principal amount of $1,000 having been reduced as a result of the company's August 2000 exercise of an option to redeem 35% of the total principal amount), which will be paid to those holders who validly consent to the proposed indenture changes by tendering their notes by the now-passed consent date. Tendered notes may not be withdrawn and consents may not be revoked after such time and date except in certain limited circumstances. Payment for validly tendered notes is expected to be made promptly following the expiration of the tender offer. Charles River said it planned to fund the tender offer and consent solicitation out of the proceeds of its separately announced offering of $150 million of 20-year senior convertible debentures. On Jan. 17, Charles River announced the successful private placement of the upsized $175 million offering of convertible securities. Credit Suisse First Boston Corp. (212 538-8474 or 800 820-1653) is dealer manager in connection with the tender offer and solicitation of consents. The Information Agent is MacKenzie Partners, Inc. (call collect at 212 925-5500), and the Depositary is State Street Bank.

AZTECA HOLDINGS, SA de CV (B3/B-) said Tuesday (Jan. 29) that it had extended its previously announced tender offer for its outstanding 11% senior secured notes, which are scheduled to mature on June 15 to 5 p.m. ET on Feb. 1, from its original Jan. 29 deadline. The company said it had been advised by the depositary for the offer that as of 5 p.m. ET on Jan. 28, approximately $2.4 million of the notes had been tendered. AS PREVIOUSLY ANNOUNCED, Azteca Holdings - the Mexico City-based controlling shareholder of 56%-owned TV AZTECA (TZA), a Mexican television station group owner, network operator and producer of Spanish-language TV programming - said Jan. 16 that it had begun a tender offer for all of its $126 million remaining outstanding of the 11% notes ($255 million of the notes were originally issued on June 18, 1977; approximately $129 million were exchanged into senior secured notes due 2005 in May, 2001). Azteca Holdings initially set the tender offer deadline at 5 p.m. ET on Jan. 29, which has since been extended. Azteca Holdings said it was offering to buy the notes at $1,002.50 per $1,000 principal amount, and would also pay all accrued and unpaid interest on all validly tendered notes up to - but not including - the date of payment for the notes and all additional amounts imposed in respect of Mexican withholding taxes with respect to the consideration and accrued interest on the notes. Notes tendered pursuant to the offer to purchase may not be withdrawn. Azteca Holdings said it intends to redeem, at a redemption price of 100% of the face value of the notes, all notes not tendered under the tender offer, in accordance with the terms and conditions of the Indenture. It further said the tender offer would be conditioned upon, among other things, obtaining funds sufficient to pay the aggregate consideration, accrued interest and additional amounts imposed in respect of Mexican withholding taxes. The company announced separately on Jan. 16 that it would sell $150 million of senior secured notes due 2003 and use the proceeds to fund the note repurchase its outstanding 2002 notes. On Jan. 28, high yield market sources said that Azteca had sold the $150 million of notes via lead-manager Bear Stearns & Co. (877 696-2327), which is also serving as dealer manager for the tender offer. D.F. King, Inc. (banks and brokers call 212 269-5550; all others call 800 755-7250) is the information agent. The Bank of New York is the depositary for the offer.

DIMON INC. (DMN) (Ba3/BB) said Jan. 24 that it had completed its previously announced exchange offer for its 9 5/8% senior notes due 2011, which expired as schedule at 5 p.m. ET on Jan. 22, without further extension. The company said it has accepted the tender of 100% of the outstanding notes. 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 the outstanding 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, the company said. DIMON initially set Jan. 8 as the deadline, which was subsequently extended. In announcing the extension on Jan. 8, DIMON said that holders of $199.85 million of the notes had tendered them in the exchange. Sun Trust Bank (804 782-5726) in Richmond, Va. was the exchange agent.

PULTE HOMES, INC. (PHM) said Jan. 15 that its previously announced redemption of the outstanding 9¾% senior subordinated debentures due 2008 issued by its wholly owned Del Webb Corp. subsidiary had become effective, with all $150 million of the notes having been redeemed and none remaining outstanding AS PREVIOUSLY NOTED, Pulte, a Bloomfield, Hills, Mich.-based homebuilder, said on Dec. 6 that Del Webb, a Phoenix-based builder of adult communities, had given notice of its choice to redeem all of the 9¾% securities on Jan. 15 at a redemption price of 104.875% of the principal amount. It said that interest on the bonds will cease to accrue on and after the redemption date. Pulte was meanwhile continuing its separate planned exchange of its own $500 million of 7.875% notes due 2011 for a like amount of new publicly tradeable notes. The company on Dec. 21 issued notice of the planned exchange, which will take place on Thursday (Jan. 31).

APCOA/STANDARD PARKING, INC. (Caa3/B) said Jan. 14 that it had completed its previously announced exchange offer for its 9¼% senior subordinated notes due 2008, which expired on Jan. 8 without extension, and released final results. The company said that it had received gross cash proceeds of $20 million, which it intends to use to increase liquidity, deleverage its balance sheet, pay fees and expenses related to the exchange offer, and reduce its cash interest expense, among other things. APCOA/Standard Parking retired approximately $91.1 million of the 9 ¼% notes, while issuing $59.285 million of its new 14% senior subordinated second lien notes due 2006 and 3,500 shares of its 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% notes (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. It said that were APCOA/Standard Parking 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 would also change. APCOA/Standard Parking said it intended 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. On Jan. 9, the company said its offer had expired as scheduled without extension. As of the expiration, the company said it 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 the new 14% notes would receive $1,056.36 principal amount of the new notes per $1,000 principal amount of the existing notes (it estimated total issuance of the new notes would be $59.3 million), and said the holders would 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 9¼% notes for a total of 3,500 shares of the company's 18% senior convertible redeemable preferred stock.

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