World Kitchen tenders for 12% notes

New York, May 18 - WKI Holding Co. Inc. said that it has begun a tender offer for any and all of its $123.15 million of outstanding 12% senior subordinated notes due 2010 and is also soliciting noteholder consents to proposed changes to the notes' indenture that would eliminate all restrictive covenants and certain default provisions and to certain other amendments necessary to release all the collateral securing the notes.

In addition, if the tender offer and consent solicitation are completed, World Kitchen will no longer be obligated to file periodic and other reports with the Securities and Exchange Commission.

The company established a consent deadline of 5 p.m. ET on June 2 and said the offer would expire at 5 p.m. ET on June 16, with both deadlines subject to possible extension.

WKI/World Kitchen, a Reston, Va.-based maker of kitchenware under such popular trademarked brand names as CorningWare, Pyrex, Corelle, Revere, EKCO and Baker's Secret, said the total purchase price for validly tendered notes not subsequently withdrawn would be their $1,000 par value plus, as applicable, a consent payment equal to 3% of the principal amount of notes outstanding, paid pro rata based on the principal amount of notes tendered prior to the consent date.

A holder cannot tender notes without also delivering consents or deliver a consents without also tendering notes.

Completion of the tender offer is conditioned on the closing of the sale of World Kitchen's OXO International business, the valid tender of at least 70% of the outstanding principal amount of notes, approval of the tender offer by World Kitchen's senior revolving and term loan lenders, and certain other customary conditions.

World Kitchen expects to use the proceeds of the sale of the OXO International business to, among other things, purchase the notes in the tender offer. The sale of the OXO International business is expected to occur in early June.

J.P. Morgan Securities Inc. is the dealer-manager for the tender offer and consent solicitation (call Jacob Steinberg at 212 270-1814), and Bondholder Communications Group is the information agent (contact Urtha Pantri at 888 385-2663).

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