Telefonica de Argentina extends exchange offers, announces partial results

New York, July 8 - Telefonica de Argentina SA announced the partial results of its previously announced offer to exchange two series of new debt, plus a cash payment, for two series of its own existing notes, and to exchange new notes and debt for two series of existing notes issued by its holding company - Compania Internacional de Telecomunicaciones SA (Cointel, as it is commonly known). It also announced the extension of the exchange offer to 11:59 p.m. ET on July 22, subject to possible further extension, from the originally announced July 15 deadline.

The company said that its previously announced proxy delivery deadline had expired as scheduled at 5 p.m., ET on July 1. Holders who tendered their notes before that deadline will get one level of compensation for their notes while those tendering notes after the deadline will receive another, as previously announced.

As of 5 p.m. ET on July 7, Telefonica had received $171 million, representing 57% of aggregate principal amount of the $300 million of outstanding Telefonica 11 7/8% notes due 2004. It had received $213 million, representing 58% of aggregate principal amount of the $368.5 million of outstanding Telefonica 9 1/8% notes due 2008. It had received $159 million, representing 71% of aggregate principal amount of the $225 million of outstanding Cointel 8.85% Series A notes due 2004 and had received 31 million Argentine pesos, representing 18% of aggregate principal amount of the Ps.175 million of outstanding 10 3/8% Cointel Series B notes due 2004.

The company said that a noteholders' meeting of the Cointel Series A Notes on July 4 approved the proposed amendments to the terms and conditions of those notes in order to delete substantially all of the restrictive covenants and events of default, subject to consummation of such exchange offer.

Because quorum was not achieved for the first call noteholders' meetings, the company announced that for the Telefonica 2004 and 2008 notes and the Cointel Series B notes, second call noteholders' meetings for those three series of notes will held on July 22, necessitating the extension of the exchange offer to 11.59 p.m. ET that day.

Telefonica and Cointel are publishing notice of the call for such second call noteholders' meetings as required by law.

The quorum requirement for each second call noteholders' meeting is 30% of the outstanding principal amount of such series of notes. Given that the company has received to date more than 30% of the Telefonica 2004 and 2008 notes in the exchange offers so far, the company has a sufficient number of proxies to conduct the second call noteholders' meetings for such existing notes on July 22.

The second call noteholders' meeting for the Telefonica 2004 notes will be held at 11 a.m., Buenos Aires time, on July 22; the second call noteholders' meeting for the Telefonica 2008 notes will be held at 11:30 a.m., Buenos Aires time, on July 22; and the second call noteholders' meeting for the Cointel Series B notes will be held at 12:30 p.m., Buenos Aires time, on July 22.

The location of each such noteholders' meeting will be the company's offices located at Avenida Ingeniero Huergo 723, 21st Floor, City of Buenos Aires, Argentina.

Beyond the extension of the expiration deadline, all other previously announced terms of the exchange offers remain unchanged.

As previously announced, Telefonica, a Buenos Aires, Argentina-based telecommunications company, said on June 17 that it had begun an offer to exchange two new series of debt, plus a cash payment, for two series of its own existing notes, and to exchange new notes and debt for two series of existing notes issued by its holding company - Compania Internacional de Telecomunicaciones SA.

Telefonic said it was also soliciting proxies from the holders of the Telefonica and Cointel existing notes which are subject to the exchange offers, to amend or eliminate substantially all of the covenants and events of default contained in those notes.

The company set a proxy delivery deadline of 5 p.m. ET on June 30, and said the various exchange offers would expire at 11:59 p.m. ET on July 15, (the latter deadline was subsequently extended).

Telefonica said it would offer those holders of its own existing $300 million of 11 7/8% notes due 2004 tendering their notes by the proxy delivery deadline $850 principal amount of newly issued 11 7/8% notes due 2007 and $150 in cash (including a $75 proxy payment) per $1,000 principal amount of existing notes tendered.

It offered existing 11 7/8% noteholders tendering after the proxy deadline $925 principal amount of newly issued 11 7/8% notes due 2007 and $75 in cash per $1,000 principal amount of existing notes.

Telefonica said it would offer those holders of its own existing $368.5 million of 9 1/8% notes due 2008 tendering their notes by the proxy delivery deadline $900 principal amount of newly issued 9 1/8% notes due 2010 and $100 in cash (including a $50 proxy payment) per $1,000 principal amount of existing notes tendered.

It offered existing 9 1/8% noteholders tendering after the proxy deadline $950 principal amount of newly issued 9.125% notes due 2010 and $50 in cash per $1,000 principal amount of existing notes tendered.

Telefonica offered those holders of Cointel's existing $225 million of 8.85% Series A notes due 2004 tendering by the proxy delivery deadline $850 principal amount of newly issued Telefonica U.S. dollar-denominated 8.85% notes due 2011 and $150 in cash (including a $75 proxy payment) per $1,000 principal amount of existing 8.85% notes due 2004 tendered

It offered existing 8.85% noteholders tendering after the proxy delivery deadline $925 principal amount of newly issued Telefonica dollar-denominated 8.85% notes due 2011 and $75 in cash per $1,000 principal amount of notes tendered.

And it offered those holders of Cointel's existing 175 million Argentine pesos of 10 3/8% peso-denominated Series B notes due 2004 tendering by the proxy delivery deadline the choice of EITHER the U.S. dollar equivalent of Ps.850 principal amount of newly issued Telefonica U.S. dollar-denominated 8.85% notes due 2011 (calculated using the forward exchange rate as described in the relevant prospectus related to the exchange offer) and Ps.150 in cash (including a Ps.75 proxy payment) OR Ps.850 principal amount of newly issued Telefonica peso-denominated Conversion Notes due 2011 and Ps.150 in cash, including a Ps.75 proxy payment), per Ps 1,000 principal amount of existing 10 3/8% notes tendered.

It offered holders of existing Cointel 10 3/8% notes tendering after the proxy delivery deadline EITHER the U.S. dollar equivalent of Ps.925 principal amount of newly issued Telefonica U.S. dollar-denominated 8.85% Notes due 2011, (calculated using the forward exchange rate as described in the prospectus), and Ps.75 in cash, OR Ps.925 principal amount of newly issued Telefonica peso-denominated Conversion Notes due 2011 and Ps.75 in cash per Ps 1,000 principal amount of existing 10 3/8% notes tendered.

Telefonica said the new conversion notes would be initially denominated in Argentine pesos and accrue interest at 10.375% until Aug. 1, 2004. Thereafter, the new Conversion Notes would be denominated in U.S. dollars and accrue interest at 8.85%.

The company further said that the principal amount of the new conversion notes would be converted from pesos into U.S. dollars at the average reference spot exchange rate quoted by the Argentine Central Bank for the last five available trading days ending on or prior to July 30, 2004.

Telefonica additionally said that its existing 9 7/8% notes due 2006 that were issued last year would not be part of the exchange offers.

The company also announced that it had agreed with its main indirect shareholder, Telefonica Internacional SA, that immediately after the consummation of the exchange offer for the Cointel notes, Telefonica Argentina will transfer all of the acquired Cointel notes to Telefonica Internacional in exchange for a like reduction of Telefonic Argentina's short-term indebtedness owed to Telefonica Internacional. As a result of the proposed overall transaction, Telefonica Argentina will not be increasing its net debt position.

Holders tendering their notes would receive any accrued and unpaid interest up to, but not including, the settlement date for the exchange offers for those existing notes.

The company said the exchange offers would be subject to customary conditions, which Telefonica may waive, including the condition that 90% of the outstanding principal amount of each series of existing notes be validly tendered prior to the expiration date of the exchange offer.

It said that none of the exchange offers would be conditioned upon the success of any other exchange offer. Should less than all of the exchange offers be consummated, Telefonica may accept for exchange those notes that are tendered in those exchange offers where all of the conditions to such exchanges have been met or waived by the company.

Morgan Stanley & Co. Incorporated (including its affiliates) will act as dealer manager for the exchange offers (call Simon Morgan at 212-761-2219 or Heather Hammond at 212 761-1893).

BBVA Banco Frances S.A. (+54 11-4346-4600) will act as solicitation agent in Argentina,

D.F. King & Co., Inc. (Call 800 549-6697 or 212 269-5550) will act as the information agent and the Bank of New York will act as the exchange agent for the exchange offers.

Maxim/Anthony Crane extends exchange offer for 10 3/8% '08 notes, 13 3/8% '09 debentures

New York, July 8 - Maxim Crane Works (C) again extended its previously announced exchange offer and consent solicitation for the 10 3/8% senior notes due 2008 of its Anthony Crane Rental, LP and Anthony Crane Capital Corp. subsidiaries and the 13 3/8% senior discount debentures due 2009 of Anthony Crane Rental Holdings, LP and Anthony Crane Holdings Capital Corp, the name under which Maxim formerly did business.

The offer has now been extended to 12.01 a.m. ET on July 12, subject to possible further extension, from the prior deadline of 12.01 a.m. ET on July 8.

The company said that holders of 94.2% of the senior notes and all of the senior discount debentures had delivered their waivers and consents, unchanged from previously announced holder participation levels.

As previously announced, the Pittsburgh-based crane rental company is offering new notes in exchange for its senior discount debentures; the new notes would initially pay 12 5/8% annual interest on a PIK (payment-in-kind) basis through Feb. 1, 2004. After that, interest would accrue at the annual rate of 9 3/8% and would be paid in cash.

It also said that its Anthony Crane Rental LP subsidiary had begun a similar offer to exchange new 9 3/8% senior notes due 2008 for its outstanding 10 3/8% senior notes due 2008.

Maxim originally said that it would pay holders of its senior notes a total $1.8 million as a consent fee, although it subsequently raised that to $2.21 million; It will pay a total consent fee to holders of its senior discount debentures of $190,000.

The depositary for the exchange offer is U.S. Bank NA.

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