Triton PCS tenders for portion of 11% '08 notes

New York, May 22 - Triton PCS, Inc. said that it had begun a cash tender offer for up to $315 million aggregate principal amount of its currently outstanding $511.989 million aggregate principal amount of 11% senior subordinated discount notes due 2008.

Triton, a Berwyn, Pa.-based AT&T Wireless affiliate, said that the tender offer will expire at midnight ET on June 19, and it set an early tender deadline of 5 p.m. ET on June 5, with both deadlines subject to possible extension.

The company set total consideration for all validly tendered notes that are accepted for purchase at 105.85% of the principal amount of notes tendered, payable to holders who tender their notes by the early tender deadline, while holders who tender their notes after the early tender deadline but before the tender offer expires, and whose notes are accepted for purchase, would receive the tender offer consideration of 103.85% of the principal amount, but will not receive the early tender premium, equal to 2% of the principal amount of notes tendered and accepted for purchase.

All holders whose notes are accepted for purchase will additionally receive accrued and unpaid interest up to, but not including the payment date.

If more than the maximum tender amount of $315 million of the notes is tendered by the holders, the company will accept the notes for purchase on a pro-rata basis and return unpurchased notes to their holders.

The company said that in the event that less than $315 million is tendered, Triton may call for redemption an amount of notes that would - along with the amount of notes actually tendered - equal the proposed maximum tender amount. Those additional notes would be redeemed at the applicable redemption price of 105.50% of the principal amount covered, plus interest accrued up to the redemption date.

Triton said that such a redemption call would be in accordance with the terms of the indenture governing the 11% notes, and upon satisfaction of the company's financing condition. Triton said that it intends to finance the tender offer, the redemption transaction - should it take place - and the payment of certain other indebtedness with the net proceeds from its planned Rule 144A offering of $500 million of new senior unsecured notes.

Triton's obligation to accept for purchase and to pay for the 11% notes under the tender offer will be conditioned upon, among other things, the receipt by Triton (by the tender offer expiration deadline) of the net proceeds from the new senior note offering or from other available sources of cash, in an amount sufficient to repay outstanding borrowings under Triton PCS' existing credit facility, as well as to purchase up to $315 principal amount of the 11% notes via the tender offer alone or via the tender offer plus the additional redemption transaction. The financing, from whatever the source, must be on terms and conditions satisfactory to Triton PCS.

Lehman Brothers will serve as the Dealer Manager for the tender offer (call Emily E. Shanks at 212 528-7581, or toll-free at 800 438-3242), while D.F. King & Co., Inc. to serve as the Information Agent (call 212 269-5550 or toll-free at 800 431-9643).

Alestra extends offers for 12 1/8% '06 and 12 5/8% '09 notes

New York, May 22 - Alestra S de RL de CV said that it had again extended its previously announced exchange offer, tender offer and consent solicitation for its outstanding 12 1/8% senior notes due 2006 and 12 5/8% senior notes due 2009, to May 30, subject to possible further extension; the offers had been scheduled to expire on May 21.

Alestra, a San Pedro Garza Garcia, Mexico-based telecommunications company, said that so far, approximately $144 million principal amount of its 12 1/8% notes had been tendered, up slightly from the $143 million which the company reported on May 7, when it last extended its offers, and approximately $95 million principal amount of its 12 5/8% notes, unchanged from the last time.

Alestra said it is continuing to negotiate with an ad hoc committee of noteholders about the offers.

The company additionally said that it did not make the interest payments due on its senior notes as scheduled on May 15.

The information agent for the offer is D.F. King & Co., Inc. (banks and brokers call collect 212 269-5550, others call toll free 800 549-6697).

Avon Energy Partners Holdings plans bond buyback

New York, May 22 - Avon Energy Partners Holdings (B2/B) said that its parent company, Aquila Sterling Ltd. plans to offer to buy back the company's £360 million of sterling-denominated variable-coupon bonds due 2006, its $250 million of dollar-denominated senior notes due 2007 and $250 million of dollar-denominated senior notes due 2008.

The company plans to buy the bonds back at 86% of their nominal value, plus accrued interest, as part of the proposed sale of Aquila Sterling to Scottish and Southern Energy plc for £43 million (approximately $70 million).

Aquila Sterling is a joint venture of U.S. based utility operators Aquila Inc., of Kansas City, Mo., which owns a 79.9% stake, and FirstEnergy Corp., of Akron, Ohio, which holds the remaining 20.1%. Aquila Sterling, though Avon Energy Partners Holdings, owns Midlands Electricity plc, the holding company for Aquila Networks plc, a U.K.-based electricity distribution company.

The company said that the sale of Aquila Sterling is subject to the successful completion of the bond buy-back, among other conditions.

It said that given the different voting requirements and approval processes for the sterling-denominated bonds and the dollar-denominated notes, the mechanics for repurchasing the securities would differ.

For the sterling bonds, the company said that it expects to convene a meeting of the bondholders, at which they would approve a resolution to amend the terms of the Trust Deed for the bonds; assuming a quorum is present and holders of more than 75% of the nominal value of the bonds whose holders attend the meeting vote their approval, all of the sterling bonds would be acquired by Aquila Sterling, or a newly incorporated wholly owned UK subsidiary, at a price equivalent to 86% of their nominal value plus all accrued interest.

For the dollar notes, the company expects the repurchase to be implemented through a tender offer; if the tender offer becomes unconditional, the dollar notes will be acquired for a payment equivalent to 86% of their nominal value plus all accrued interest.

The company further said that Aquila, FirstEnergy and Scottish and Southern Energy "may elect to utilize a scheme of arrangement in conjunction with the tender offer. A Scheme, if utilized, would also provide for the US dollar notes to be acquired for a payment equivalent to 86% of nominal value plus all accrued interest."

The closing of the offers for the sterling bonds and the dollar notes will be interdependent, and will immediately follow the closing of the Aquila Sterling sale.

Avon Energy Partners Holdings said that it understands that Close Brothers are acting on behalf of the bondholders, and it said that its owners and Scottish and Southern Energy Sellers intend to work closely with the bondholders and Close Brothers to facilitate their evaluation of the bond offer.

Acindar extends 11¼% '04 notes and dollar-debt tender offer, may make payments to creditors

New York, May 22 - Acindar Industria Argentina de Aceros SA said that it is extending its previously announced cash tender offer for its 11¼% notes due 2004 and certain of its U.S. dollar- denominated indebtedness, and is contemplating making certain payments to its creditors on or about May 30.

The tender offer and the previously announced early tender deadline were both extended to 12 p.m. ET on May 29, subject to possible further extension, from their previous May 28 deadlines.

Acindar is granting holders of its notes and dollar debt who may have already have tendered in the cash tender offer the right to withdraw their tenders, subject to the "Withdrawal of Tenders" provisions in the official offer to purchase, and said that the withdrawal rights would expire at 5 p.m. ET on May 28.

It said that as of 5 p.m. ET on May 20, holders of approximately $39.2 million aggregate principal amount of notes and dollar debt had tendered in the cash tender offer, unchanged from the total announced when the offer was last previously extended, on May 19.

Acindar said that as described in the offer to purchase, it contemplated making certain payments of principal and interest, (referred to in the offer to purchase as the "unpaid loan assignment" and the "debt reduction") on the closing date of the proposed restructuring of its financial indebtedness.

The "Unpaid Loan Assignment" included the payment of principal due on certain loans as of Nov. 30, 2001 and the "Debt Reduction" consisted of payments of accrued and unpaid interest on any "Remaining Debt" - i.e. notes and dollar debt remaining after giving effect to the cash tender offer and the "Unpaid Loan Assignment" - at contractual rates through Nov. 30, 2001 and at 4% for the period from Dec. 1, 2002 through Dec. 31, 2002.

The offer to purchase also stated that Acindar contemplated paying interest on the "Remaining Debt" at 4% for the period from Jan. 1, 2003 through the closing date of the proposed restructuring; such payment would be made on the date of the first regular interest payment under the new senior notes which would be exchanged for such notes and dollar debt under the proposed restructuring.

Acindar further stated that as a result of ongoing discussions and negotiations it has held with the ad hoc committee of its creditors regarding the proposed restructuring, that it now contemplates making all such principal and interest payments, as well as paying interest on the amount of the "Unpaid Loan Assignment" at contractual rates through Nov. 30, 2001 and for the period from Dec. 1, 2001 through the payment date at 4%; such payment would take place on or about May 30, provided that no interest payment to be made on the payment date will include interest for any period after such date.

If no notes or dollar debt are tendered in the cash tender offer, the total aggregate amount of all such principal and interest payments to be made by Acindar on the payment date would be approximately $10.9 in connection with principal and interest on the "Unpaid Loan Assignment" and $19.8 million in connection with interest on notes and dollar debt.

The offer to purchase also stated that Acindar contemplated the redemption, on a discounted basis, of all of its financial indebtedness that is denominated in Argentine pesos on the closing date of the proposed restructuring. Acindar now contemplates that it will make such redemption on or around the May 30 payment date. The aggregate payments for the proposed redemption would be approximately $20 million.

As previously announced, the Buenos Aires, Argentina-based steel company on April 10 announced a tender offer to purchase its 11¼% notes and the dollar-denominated debt, including debt held by the International Finance Corp. and commercial banks, and said that it would spend up to $20 million in the offer (this amount was subsequently raised to $30 million).

It initially set an expiration deadline for the offer for 5 p.m. ET on May 9 and an early tender deadline of April 25, with both deadlines subsequently extended several times. The company ultimately re-set the early tender deadline so that it would coincide with the offer expiration deadline.

The company said that the tender offer would be structured as a modified dutch auction, under which holders of notes or debt may make offers within a price range from $450 to $650 per $1,000 principal amount. Tender prices within the price rangewould have to be in multiples of $10.

Acindar said that it would accept notes and dollar debt validly tendered in the offer in the order of the lowest to the highest tender prices, specified by holders within the price range, and would select the lowest price that would enable the company to purchase notes and dollar debt for its planned total expenditure.

In addition, Acindar offered an early tender payment for holders validly tendering notes or dollar debt prior to the early tender deadline and not withdrawling them, saying that should the offer be completed and the notes and dollar debt purchased, such holders would receive an extra $50 per $1,000 principal amount.

The company said that notes and dollar debt tendered in the offer could not be withdrawn unless Acindar were to extend the expiration date until after June 9, or if it makes an amendment to the offer that is adverse to any holder that has tendered notes or dollar debt in the offer.

Acindar will not pay any accrued and unpaid interest on any notes or dollar debt that are tendered for purchase.

Acindar said it will pay soliciting dealers named in a letter of transmittal a retail solicitation fee of $5 per $1,000 of notes or dollar debt tendered by the holder and accepted in the offer. It said that as of April 7, the principal amount of notes and dollar debt outstanding was $277 million, which includes $100 million of notes and $177 million of dollar debt.

Acindar said it was involved in discussions with an ad hoc committee of its creditors about a restructuring of its debt. The tender offer would take place prior to the proposed restructuring.

On May 2, it said that it had increased the total amount it plans to spend on the offer to $30 million from the originally announced $20 million. The company said that the offer amount was increased to permit a greater number of the Acindar's creditors to participate in the tender offer and to provide the company with increased flexibility in conducting such offer.

Credit Suisse First Boston LLC (call 212 538-8474 or 800 820-1653) is dealer manager for the offer. The depositary is JPMorgan Chase. Georgeson Shareholder (banks and brokers call 212-440-9800, others in North America call 800 368-2245, others in Europe and Latin America call +39 06 42 171 777) is information agent.

Maxim/Anthony Crane extends exchange, increases consent fee for one series

New York, May 22 - Maxim Crane Works again extended its previously announced exchange offer and consent solicitation for the 10 3/8% senior notes due 2008 of Anthony Crane Rental, LP and Anthony Crane Capital Corp. and the 13 3/8% senior discount debentures due 2009 of Anthony Crane Rental Holdings, LP and Anthony Crane Holdings Capital Corp.

The offer has now been extended to 12:01 a.m. ET on May 28, subject to possible further extension, from the prior deadline of 12:01 a.m. ET on May 23.

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, up from 94.2% and 79.2% respectively at the previous May 23 deadline.

At the last extension Maxim increased the consent fee for senior holders to a total of $2.21 million from $1.8 million previously. The fee for the senior discount debentures remained at $190,000.

As previously announced the Pittsburgh-based crane rental company is offering new notes that 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.

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

Telefónica de Argentina starts exchange for 11 7/8% '04 notes, 11 7/8% '08 notes, Cointel notes

New York, May 22 - Telefónica de Argentina SA revealed a planned exchange offer for its $300 million 11 7/8% notes due 2004 and $368.5 million 9 1/8% notes due 2008 and Compañía Internacional de Telecomunicaciones SA (Cointel)'s 8.85% series A notes due 2004 and 10 3/8% series B notes due 2004.

The Buenos Aires-based company said it is offering new notes with the same coupon and longer maturity plus a cash payment for the existing notes. It is also soliciting proxies to vote in favor of amendments to the terms of the existing notes.

Telefónica de Argentina said the exchange is intended to extend the maturities of its long-term public debt, the risk of losing its license, replace part of its short-term debt with long-term debt and reduce its outstanding debt and provide additional time for Argentina to stabilize economically and politically.

For each $1,000 principal amount of the existing 11 7/8% notes due 2004, Telefónica de Argentina is offering $850 principal amount of new 11 7/8% notes due Nov. 1, 2007 and $150 in cash including a $75 proxy payment for holders who tender by the proxy delivery deadline. After the proxy deadline, the offer is $925 principal amount of the new 11 7/8% notes and $75 in cash.

For each $1,000 principal amount of the existing 9 1/8% notes due 2008, Telefónica de Argentina is offering $900 principal amount of new 9 1/8% notes due Nov. 7, 2010 and $100 cash including a $50 proxy payment for holders who tender by the proxy delivery deadline. After the proxy deadline, the offer is $950 principal amount of the 9 1/8% notes and $50 in cash.

For each $1,000 principal amount of Cointel's existing 8.85% series A notes due 2004, Telefónica de Argentina is offering $850 principal amount of new 8.85% notes due Aug. 1, 2011 and $150 cash including a $75 proxy payment for holders who tender by the proxy delivery deadline. After the proxy deadline, the offer is $925 principal amount of new 8.85% notes due 2011 and $75 cash.

For each Ps. 1,000 principal amount of Cointel's existing 10 3/8% series B notes due 2004 Telefónica de Argentina is offering the dollar equivalent of Ps. 850 principal amount of new 8.85% notes due Aug. 1, 2011 and Ps. 150 cash including a Ps. 75 proxy payment for holders who tender by the proxy delivery deadline. After the proxy deadline, the offer is the dollar equivalent of Ps. 925 principal amount of the new 8.85% notes and Ps. 75 cash.

Alternatively, for each Ps. 1,000 principal amount of Cointel's existing 10 3/8% series B notes due 2004 Telefónica de Argentina is offering the dollar equivalent of Ps. 850 principal amount of new conversion notes due Aug. 1, 2011 and Ps. 150 cash including a Ps. 75 proxy payment for holders who tender by the proxy delivery deadline. After the proxy deadline, the offer is Ps. 925 principal amount of the conversion notes and Ps. 75 cash. The conversion notes will initially be peso denominated but will convert into dollar-denominated debt on Aug. 1, 2004.

The exchange is conditional on 90% of each class of notes tendering. None of the exchange offers is conditioned upon the success of any other exchange offer.

Telefónica de Argentina will pay accrued and unpaid interest up to but not including the settlement date.

The exchange was disclosed in a filing with the Securities and Exchange Commission which did not specify timing.

The proxy solicitation is for amendments to eliminate substantially all the covenants and events of default as well as certain reporting requirements. The amendments would also increase the principal amount of existing notes required to accelerate the existing notes to 51% from 25% and eliminate the ability of the trustee or fiscal agent to accelerate the existing notes absent instructions.

The dealer manager and solicitation agent for the exchange offers and proxy solicitations is Morgan Stanley.

Filing available at:

http://www.sec.gov/Archives/edgar/data/914242/000095013003003773/df4.htm

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