BENTON OIL AND GAS CO. (BNO) (B3/B) said Tuesday (April 2) that it has notified the holders of its 11 5/8% senior notes due 2003 that the company intends to redeem all of the $108 million of outstanding notes at par on May 1. Principal and interest has been deposited with the notes' trustee. The Houston-based independent oil and gas exploration and production company also announced that it has received $120 million of the proceeds from the sale of its Arctic Gas subsidiary. Receipt of the remaining $70 million of the sale proceeds and repayment by Arctic Gas to Benton of a $30 million intercompany loan is expected to be completed by mid-April, as previously scheduled. Benton said that this first stage of the Arctic Gas transaction "removes entirely" the near-term debt that had burdened the company over the past few years.

D.R. HORTON INC. (DHI) (Ba1/BB) announced on Tuesday (April 2) the completion of change-of-control offers for three series of notes previously issued by Schuler Homes, Inc., which was previously acquired by D.R. Horton; as required under the indentures of the Schuler notes, D.R. Horton offered to purchase those notes at 101% of their principal amount. D.R. Horton said none of the $100 million outstanding Schuler 9% senior notes due 2008 (BNY Western Trust Co., as trustee) were tendered for purchase. It said that $15 million of the $250 million of outstanding 9 3/8% senior notes due 2009 (U.S. Bank, NA, as trustee) were tendered for purchase. It said that $5.225 million of the $150 million of outstanding 10½% senior subordinated notes due 2011 (U.S. Bank, NA, as trustee) were tendered for purchase. AS PREVIOUSLY ANNOUNCED, D.R. Horton, an Arlington, Texas-based homebuilder, said on Feb. 14 that it would use existing cash and borrowings on its bank credit facility if the holders of Schuler's $500 million of outstanding notes were to exercise the change-of-control put built into the notes' indenture. D.R. Horton alternatively said that it can access the capital markets at lower rates than the interest costs on the Schuler notes. But D.R. Horton noted in a Securities and Exchange Commission filing that as of Feb. 1, the outstanding senior and senior subordinated notes of El Segundo, Calif.-based homebuilder Schuler were already trading well above the 101 change-of-control level specified by the indenture. The company gave no indication of any alternative plans to redeem or repurchase the notes.

CYDSA, SA DE CV said on Tuesday (April 2) that it had extended its previously announced tender offer for its 9 3/8% notes due 2002. The offer, which was to have expired on April 1, was extended to 5 p.m. ET on April 2, subject to possible further extension. So far, some $29 million of the notes had been tendered by their holders. Cydsa further announced that it had also extended to 5 p.m. ET on April 2 the proxy submission deadline and proxy payment deadline for its proxy solicitation undertaken in connection with its tender offer. AS PREVIOUSLY ANNOUNCED: Cydsa, a Monterrey, Mexico-based producer of chemicals, plastics, textile and flexible packaging, said on March 8 that it had extended its pending cash tender offer for its US$200 million of outstanding 9 3/8% notes to March 15 (the offer for the notes was disclosed to the company's debtholders in a Proxy Solicitation Statement and Offer to Purchase, dated Jan, 25, but was not believed to have been publicly announced at that time; Cydsa had also before that time distributed to all noteholders a letter of eligibility seeking to ascertain whether the holder could be considered a Qualified Institutional Buyer, as defined in Rule 144A, or could be considered to be outside the U.S. under Regulation S, both under the U.S. Securities Act of 1933, as amended). Cydsa said at that time that it expected to shortly announce the date, time and location of its Adjourned Meeting of noteholders and would send a notice of the adjourned meeting to holders of the notes. Cydsa also said it would announce in the near future the date and time by which holders of record must deliver duly executed proxies in order to vote by proxy at the Adjourned Meeting. Earlier on March 18, Cydsa had extended the tender offer deadline to 5 p.m. ET on March 22, which was subsequently extended again in a second announcement released later that same day. At that time, Cdysa also announced that it had amended the terms of the tender offer; in place of the original offer for all of the outstanding notes, the company said it would now offer to purchase for cash from eligible noteholders up to US $40 million of its notes at a price of US$520 per US$1,000 principal amount of notes, plus accrued and unpaid interest up to, but not including, the date of purchase. It said that noteholders who had already tendered their notes under the offer's original terms and who had not withdrawn them, would not need to take any further action to participate in the tender offer. It said that up to that point, approximately US $12.158 million of the notes had been tendered to the depositary for the offer. Cydsa further announced that the previously adjourned meeting of noteholders for the purpose of considering an extraordinary resolution which would extend the maturity of the notes and amend certain covenants in the trust deed relating to the notes would be held at 3 p.m. London time on April 5, at the offices of Linklaters, located at One Silk Street in London. It extended to 10 a.m. ET on April 2 the proxy submission deadline by which the noteholders of record must deliver duly executed proxies in order to vote by proxy at the adjourned noteholders' meeting, and also extended to that time the proxy payment deadline, by which the noteholders must deliver to the proxy and information agent duly executed, unrevoked proxies in favor of the extraordinary resolution in order to be eligible to receive the proxy fee (both deadlines subsequently extended to later that same day). Unless revoked, duly executed proxies delivered to the proxy and information agent prior to that date in accordance with the terms of the proxy solicitation will remain in effect for the adjourned meeting. Cydsa said its tender offer was conditioned upon, among other things, A) the passage of the extraordinary resolution by at least 75% in aggregate principal amount of the notes voted at the adjourned meeting, at which a quorum of eligible holders of record representing more than 50% of the outstanding principal amount of notes (other than those notes held by Cydsa or Cydsa's nominees) is represented in person or by proxy; and (B)) notes representing at least US$40 million must have been validly tendered, and not withdrawn under the tender offer or otherwise purchased by Cydsa, by the tender offer deadline. Cydsa may in its discretion waive any or all such conditions.

COLUMBUS MCKINNON CORP. (CMCO) (B3/B) said on Monday (April 1) that it has received consent from the holders of a majority of its outstanding 8½% senior subordinated notes due 2008 to amend the notes' indenture, under its previously announced consent solicitation, which expired as scheduled at 5 p.m. ET on March 26, with no extension. As of that deadline, consents had been received from holders representing approximately $170 million of the notes, making them eligible for the consent payment as already outlined. AS PREVIOUSLY ANNOUNCED, Columbus McKinnon, an Amherst, N.Y.-based designer, manufacturer and supplier of material handling products and systems, said on March 7 that it had begun soliciting consents from the registered holders (as of March 6) of its $200 million of 8½% notes to the proposed indenture amendment, which was aimed at providing the company greater flexibility in structuring divestitures by amending the conditions under which it could sell assets of subsidiaries that are a guarantor of the notes. Columbus McKinnon said it would offer a consent fee of $1.50 per $1,000 principal amount to holders delivering consents to the proposed amendment by the March 26 consent deadline, which would be subject to possible extension. The proposed amendment required the consent of registered holders of a majority of the outstanding notes, with the consent fee to be paid only to holders delivering consent by the consent expiration deadline, provided the company received the required amount of consents to approve the amendment. Columbus McKinnon said it was seeking the indenture changes against the backdrop of difficult economic conditions, which caused it to seek and to receive from its credit facility lenders on Feb. 14 a waiver of non-compliance with certain debt facility covenants. D.F. King & Co., Inc. (call 212 269-5550) was the information and tabulation agent for the consent solicitation.

WHX Corp. (WHX) (Caa3/CCC+) said on Monday (April 1) that it had bought back $82.5 million principal amount of its 10½% senior notes due 2005 in the open market between Jan. 1 and March 21. The company said in filing with the Securities and Exchange Commission that it had spent $50.6 million on the repurchases, using some of the $105 million in proceeds from the sale by its WHX Entertainment unit of its 50% interest in Wheeling-Downs Racing Association, Inc. in December. The average purchase price was $613.33 per $1,000 principal amount of the notes. WHX said the buybacks follow the open-market repurchases of $36.4 million principal amount of the notes in 2001, which used $15.9 million of cash and resulted in an extraordinary gain of $12.4 million, net of taxes. The open-market purchases follow last year's failed attempt to tender for the notes, which was abandoned in December. AS PREVIOUSLY ANNOUNCED, WHX, a New York-based metals producer with interests in diversified manufacturing and racetrack gaming, said Nov. 19 that it had begun a "modified Dutch auction" tender offer and consent solicitation for its outstanding 10½% notes. The offer was originally scheduled to expire at 12 midnight ET on Dec. 17, but was subsequently extended. Tendered notes and related consents could be withdrawn at any time at or prior to the expiration date. WHX offered to purchase for cash $123 million in principal amount of the outstanding notes at a purchase price of between $470 and $530 per $1,000 principal amount, plus accrued interest. The exact price was to be determined under the "modified Dutch auction" procedure, with noteholders indicating at what price within the proposed range that they would be willing to participate. WHX said it would select a purchase price (i.e., the single lowest price specified by tendering holders within that price range which would enable it to purchase $123 million in principal amount of the notes). It said it will pay to all holders whose tenders are accepted the same purchase price for their notes, even if that price is higher than the tender price specified by the holder. If the total principal amount of notes tendered at or below the purchase price were to exceed $123 million, all notes tendered at prices below the purchase price would be accepted, and then acceptances of notes tendered at the purchase price would be allocated on a pro-rata basis. WHX also said that it was soliciting noteholder consents to proposed indenture amendments to modify certain covenants. It said there would be no separate consent payment. Consents could not be delivered without tendering notes, and a tender of notes would be considered to be a concurrent delivery of a consent to the proposed indenture changes. WHX said its obligation to accept for purchase and to pay for validly tendered notes would be subject to various conditions, including the valid tender prior to the expiration date of at least a majority of the outstanding notes and the receipt of the requisite number of duly executed consents, not subsequently revoked, representing at least a majority of the outstanding notes; the company said on Dec. 20 that as of Dec. 19, the previous tender offer deadline, only approximately $42.4 million of the notes had been validly tendered and not withdrawn. The tender offer and consent solicitation were also subject to the execution of a supplemental indenture incorporating the proposed amendments, and the satisfaction of certain other general conditions. WHX further said that completion of the tender offer would be conditioned upon the closing of the concurrently announced $105 million sale of WHX's 50% interest in Wheeling Downs Racing Association Inc. and the receipt by the company's wholly owned WHX Entertainment Corp. subsidiary of the proceeds from that transaction, since the tender offer and consent solicitation would be financed from the proceeds of the Wheeling Downs transaction. Closing of the Wheeling Downs transaction was announced on Dec. 19. Separately, WHX said on Dec. 10 that it had modified the terms of a proposed amendment to the indenture governing the 10½% notes, so that the amount of additional restricted payments following Jan. 1, 2002 that would have been allowed by the proposed amendment would be reduced to $25 million from the originally announced $40 million (which amount may not be used to pay any dividends on account of WHX's common stock). Additionally, it said that the proposed amendment to the indenture covenant concerning the issuance of indebtedness and issuance of preferred stock was withdrawn, so that no change would be made to the covenant. All other terms and conditions of the tender offer and consent solicitation were unchanged. WHX said on Dec. 21 that it had allowed the tender offer for the 10½% notes and related consent solicitation to expire as scheduled at 5 p.m. ET on Dec. 20 without further extension. The company said the conditions of the offer and solicitation were not satisfied; accordingly, it said that WHX would not purchase any notes, and the notes' indenture would not be amended, as had been previously announced. Credit Suisse First Boston Corporation (800 237-5022, ext. 7675 or collect at 310 282-7675) was the Dealer Manager and Solicitation Agent; the information agent was Innisfree M & A Inc. (call toll-free at 888 750-5834; banks and brokers call collect at 212 750-5833) and Bank One, NA was the Depositary.

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