Range Resources to redeem 8¾% notes

New York, July 21 - Range Resources Corp. said it will redeem its 8¾% senior subordinated notes due 2007 on Aug. 20.

The Fort Worth, Texas company will pay 102.9167% of principal amount plus accrued interest.

In total, Range Resources will pay $70.8 million for the redemption plus premium. Financing will come from the company's sale of $100 million 7 3/8% senior subordinated notes due 2013.

"We are pleased with the results of this redemption, which will effectively extend the maturity of our senior subordinated notes by six years, reduce ongoing interest expense and enhance our flexibility to further simplify our capital structure," said John H. Pinkerton, Range's president, in a news release.

Advanced Medical to pay $1,150 per 9¼% notes

New York, July 21 - Advanced Medical Optics, Inc. said it will pay $1,150 per $1,000 principal amount for its 9¼% senior subordinated notes due 2010 in its modified dutch auction tender offer, based on preliminary results.

The price is the top end of the range of $1,120 to $1,150 at which the Santa Ana, Calif. ophthalmic surgical and eye care products company was accepting offers.

Advanced Medical said the offer was over-subscribed at the maximum price since $177.6 million were tendered compared to the $115.0 million that the company was offering to buy.

As a result, Advanced Medical will buy all notes tendered below the purchase price of $1,150 and pro rate those tendered at the purchase price, accepting 11% of the notes tendered.

The tender expired at midnight ET on July 18.

On July 1 Advanced Medical increased the size of the offer to $115 million from $75 million and the purchase price range to $1,120 to $1,150 from $1,070 to $1,097.50.

Morgan Stanley & Co. Incorporated was dealer manager (U.S. investors call 800 624-1808; international investors call 212 761-1893). Mellon Investor Services LLC (877-698-6865) was information agent and Bank of New York was depositary in connection with the offer.

Weight Watchers starts tender for 13% notes

New York, July 21 - Weight Watchers International, Inc. announced a cash tender offer and consent solicitation for all its $150 million 13% senior subordinated notes due 2009 and €100 million 13% senior subordinated notes due 2009.

The Woodbury, N.Y. weight loss services company said the offer price will be set according to a formula.

For the dollar notes, Weight Watchers will pay an amount based on a formula using 200 basis points over the yield of the 2.125% Treasury due Oct. 31, 2004 less $20 per $1,000 principal amount. The formula assumes the notes would otherwise be redeemed at $1,065 per $1,000 principal amount at their first call on Oct. 1, 2004.

For the euro notes, Weight Watchers will pay an amount based on a formula using 200 basis points over the yield of the 4.25% Bundesobligation #133 due Nov. 26, 2004 less €20 per €1,000 principal amount. The formula assumes the notes would otherwise be redeemed at €1,065 per €1,000 principal amount at their first call on Oct. 1, 2004.

Both calculations will be carried out on the third business day before the expiration of the offer at 5.00 p.m. ET on Aug. 18.

Holders will receive accrued interest up to but not including the payment date.

Weight Watchers is also soliciting consents to eliminate substantially all the restrictive covenants and certain default provisions in the note indentures.

Holders who deliver consents by 5.00 p.m. ET on Aug. 1 will receive either $20 per $1,000 principal amount or €20 per €1,000.

Weight Watchers said it will fund the tender with cash on hand and additional borrowings under its existing credit facility, which is being amended and restated in connection with the transaction.

Holders who tender must consent to the amendments and consents may not be delivered without tendering.

Credit Suisse First Boston LLC (212 538-4807 or 800 820-1653 (toll-free) or +44 207 883-5423 (outside U.S.)) and Merrill Lynch & Co. (212 449-4914 or 888 654-8637 (toll-free)) are the dealer managers and solicitation agents for the tender offer and consent solicitation. The information agent is D.F. King & Co., Inc. (212 269-5550 or 800 347-4750 (toll-free)).

Crown Media agrees repurchase of preferreds

New York, July 21 - Crown Media Holdings, Inc. said it has reached conditional agreement with all the holders of Crown Media Trust's preferred securities and Crown Media's related contingent appreciation certificates.

The Greenwood Village, Colo. cable television company said that it will pay $330 million for the securities if the transaction is completed on Aug. 1, subject to adjustment based on the actual closing date.

Among the conditions is that Crown Media sells notes or other debt with proceeds of at least $350 million and obtains consents from its bank lenders.

EaglePicher announces note issue to fund 9 3/8% '08 tender offer

New York, July 21 - EaglePicher Inc. announced plans to issue $220 million of new 10-year senior notes, with the proceeds of the Rule 144A private placement offering to be used to fund the company's previously announced tender offer for its outstanding 9 3/8% senior subordinated notes due 2008.

As previously announced, EaglePicher - a Phoenix-based diversified manufacturer of industrial products and a wholly owned subsidiary of EaglePicher Holdings, Inc. - said on July 9 that it had begun the cash tender offer and related consent solicitation for any and all of its $220 million of outstanding 9 3/8% notes.

The company set a consent deadline of 5 p.m. ET on July 22 and an expiration date of 11:59 p.m. on Aug. 5, with both deadlines subject to possible extensions.

EagePicher said that besides tendering for the notes, it was seeking consent from the noteholders to amend the notes' indenture to eliminate certain of the restrictive covenants and other contractual obligations, including the requirement that EaglePicher and certain of its affiliates provide periodic financial reports to the noteholders.

The company said that holders validly tendering their notes and delivering consents by the consent deadline would receive total consideration of $1,000 per note (including a $10 per note consent payment), plus accrued and unpaid interest on the principal amount up to, but not including, the payment date.

Holders validly tendering their notes and delivering consents after expiration of the consent deadline would receive only the tender offer consideration of $990 per note, but no consent payment, as well as accrued interest.

EaglePicher said it planned to finance the tender offer and consent solicitation with the proceeds of a Rule 144A offering of approximately $220 million aggregate principal amount of new senior unsecured notes, together with other available funds. Additionally, the company said it was negotiating a new senior secured credit facility of approximately $275 million to replace its current credit facility, which provided for an original term loan of $75 million, as amended, and a $220 million revolving facility.

EaglePicher said the offer is conditional on at least a majority of the notes being tendered, the receipt of tenders from holders of a majority of the notes, the receipt of sufficient proceeds from the planned note offering or other financing to pay for the tender offer and consent solicitation and related expenses and the completion of EaglePicher's new senior secured credit facility.

UBS Securities, LLC is the dealer manager for the tender offer and consent solicitation (call collect at 203 719-4210); D.F. King & Co., is the information agent (call 800 697-6975).

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