BETHLEHEM STEEL CORP. (BS) (Caa1/B) said Monday (Sept. 24) that it had received the necessary consents to amend its 10.375% senior notes due 2003 under its previously announced consent solicitation. BS also said that it had extended the solicitation until 1700 ET on Sept. 26 to allow the remaining investors time to fully evaluate the offer. All other elements of the consent solicitation remain the same. AS PREVIOUSLY ANNOUNCED, the giant Bethlehem, Pa.-based integrated steel producer said on Sept. 10 that it was seeking the consent of the holders of record (as of Sept. 7) of its 10.375% notes for the adoption of proposed amendments to certain indenture provisions. The proposed amendments would permit Bethlehem Steel to complete a new $750 million senior secured credit facility, which would provide Bethlehem Steel with increased liquidity and greater financial flexibility. More specifically, the company said, the proposed amendments would allow Bethlehem to pledge as collateral for the new credit facility interests in certain non-principal steel plant assets and joint ventures currently subject to the Indenture's negative pledge covenant and allow Bethlehem's subsidiaries to guarantee the new credit facility. The proposed amendments would also allow Bethlehem to, in the future, incur an increased amount of debt and refinancing of debt during periods when it is otherwise unable to comply with the indenture's Consolidated Interest Coverage Ratio. It originally set the expiration deadline at 1700 ET on Sept. 21 (subsequently extended). Bethlehem said it would pay consenting noteholders $10 per $1,000 principal amount consent fee. Salomon Smith Barney is the solicitation agent, while Mellon Investor Services LLC is the information agent.

SAKS INC. (SKS) (Ba1/BB+) said Sept. 21 that it had received consents from the holders of a majority of its outstanding 7% notes due 2004 and its 7.25% notes, also due 2004, to its previously announced to exchange cash and new securities for those notes. Holders who have already tendered their notes under the exchange offer thus may no longer withdraw their tenders and/or revoke their consents. Saks also waived the condition that it receive tenders and consents representing 90% of the 2004 notes, and it extended the consent deadline to 1700 ET on Sept. 27, the exchange offer expiration deadline, making all holders who tender their notes by then eligible to receive the $10 per $1,000 consent payment. AS PREVIOUSLY ANNOUNCED, Saks, a Birmingham, Ala.-based department store chain operator, said Aug. 30 that it would pay out some $225 million in cash and issue about $225 million of new 9.875% notes due 2011 in exchange for its roughly $450 million of 7% and 7.25% notes. Holders tendering their existing notes would receive $500 cash (including the consent payment) and $500 of new notes, and would be required to consent to the proposed amendment. It did not initially set an expiration deadline for the offer. It originally announced that the offer would be subject to receipt of more than 90% of the principal of the notes (a condition since waived) and a majority of principal of each series of notes (a condition since fulfilled). It further said that new notes would not be registered for public trading. Saks did not indicate how it would fund the cash portion of the exchange offer, although analysts estimated the company may have as much as $720 million of cash and credit revolver availability to work with. On Sept. 14, Saks extended the consent deadline to 1400 ET on Sept. 20 (since extended again), citing the Sept. 11 terrorist attacks and saying it wanted to give its noteholders adequate time in which to tender their notes.

RCN CORP. (RCNC) (Caa2/B-) said Sept. 21 that it had begun cash tender offers for portions of five issues of high yield debt, with a principal amount at maturity of $1.879 billion. The Princeton, N.J.- based telecommunications operator said said it would buy back a total of $1.068 billion principal amount at maturity of debt from holders at a discount in order to spend a total of $250 million to purchase notes via a "modified Dutch auction" procedure to be conducted through its wholly-owned RCN Finance LLC subsidiary. The offers will be open through midnight ET on Oct. 19, subject to possible extension. RCN said it would purchase up to $179 million of its $204 million of outstanding 10% senior notes due 2007 at a price between $280 and $350 per $1,000 principal amount and will purchase up to $310 million of its $352 million of outstanding 10.125% senior notes due 2010 at a price between $290 and $360 per $1,000 principal amount. It will also purchase up to $184 million of its outstanding $531 million (principal amount at maturity) of 9.80% senior discount notes due 2010, up to $79 million of its $224 million (principal amount at maturity) of outstanding 11% senior discount notes due 2008 and up to $316 million of its

outstanding $568 million (principal amount at maturity) of 11.125% senior discount notes due 2007; the three series of discount notes will all be purchased at prices, to be individually determined series by series, between $190 and $250 per $1,000 principal amount at maturity. Under the "modified Dutch auction" procedure, RCN will accept tendered notes in each offer in the order of the lowest to the highest tender prices specified by tendering holders within the applicable price range for the notes, and will select as its purchase price the single lowest price thus specified so as to allow RCN to buy the maximum offer amount of notes for that series (or, if less than the offer amount for that series are tendered, all notes of that series which actually have been tendered). RCN Finance will pay the same purchase price for all notes of a given series that are tendered at or below the purchase price for that series, upon the terms and subject to the conditions of the applicable offer, including the proration terms for that offer. Should the amount of any series of notes tendered at or below the applicable purchase price exceed the maximum amount for that series of notes which the company is offering to buy, RCN will first accept for payment all notes of that series tendered at prices below the applicable purchase price. The company will next accept for payment notes tendered at the applicable purchase price on a pro-rata basis from among the tendered notes of that series. None of the five individual offers for each series of notes is conditioned on the consummation of any other offer, and no offer has as a condition that a minimum principal amount of notes or principal amount at maturity, as applicable, be tendered in that offer. The consummation of the tender offer for each series of notes is, however, subject to certain customary conditions described in the official Offer to Purchase. Morgan Stanley & Co. Inc., J.P. Morgan Securities Inc. and Greenhill & Co. LLC are acting as dealer managers for the offers, while Mellon Investor Services LLC is both the information agent and the depositary in connection with the tender offers.

INSIGHT HEALTH SERVICES ACQUISITION CORP. said Sept. 20 that it had extended the expiration date for its previously announced cash tender offer for INSIGHT HEALTH SERVICES CORP.'s (IHSC) (B3/B) 9.625% senior subordinated notes due 2008. The tender offer will now expire at 1700 ET on Oct. 10, while the date on which the price to be paid for the securities will be determined will be Oct. 5, both subject to possible extension. AS PREVIOUSLY ANNOUNCED, Insight Health Services Acquisition, a special purpose vehicle formed to facilitate the $18 per share acquisition of IHSC, a Boston-based provider of diagnostic imaging services, by a group led by J.W. Childs Associates, said on Aug. 15 that it would tender for the 9.625% notes and solicit noteholder consents to proposed indenture changes, and set an original tender offer expiration date of 2359 ET on Sept 12 (since extended). It offered a $30 per $1,000 principal amount consent payment. It announced on Aug. 29 that 100% of the outstanding principal amount of the notes had been validly tendered and not withdrawn. Banc of America Securities LLC is the exclusive dealer-manager for the tender offer and consent solicitation. D.F. King & Co. Inc., is information agent.

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