PULTE HOMES INC. (PHM) said Tuesday (Sept. 25) that it had extended the expiration and the payment dates on its previously announced change-of-control offers for two series of notes issued by DEL WEBB CORP. (Ba1/BB+), due to a clerical error in which the trustee for the two series of notes failed to distribute the original notice of the change-of-control offers. Therefore, Pulte's change-of-control offers for Del Webb's 9% senior subordinated debentures due 2006 and its 10.25% senior subordinated notes due 2010 will now remain open until Oct. 5, and the payment date is Oct. 8. All other terms of the originally announced offers for the two series of notes are unchanged; additionally, there is no change in the previously announced timetable for the change-of-control offers for two other series of Del Webb notes is not affected by the extension. AS PREVIOUSLY ANNOUNCED, Pulte, a Bloomfield Hills, Mich.-based homebuilder, said on Aug. 29 that Del Webb Corp., now a subsidiary of Pulte, had begun change-of-control offers for four series of its senior subordinated debentures. The change-of-control offers were required by the notes' indentures following the closing on July 29 of Pulte's acquisition of Webb, a Phoenix, Ariz.-based builder of active adult communities. Del Webb offered to purchase its 9% debentures and its 10.25% notes (The Bank of New York, trustee), in change-of-control offers originally slated to expire Sept. 25, with payment originally scheduled for Oct. 1 (both dates subsequently extended as noted above). Pulte said Del Webb would offer to pay 101% of principal for the 10.25% notes and would offer to pay 101.4375% of principal for the 9% debentures, more than the required 101%, in order to expedite the redemption. Del Webb further said that to the extent the change-of-control offer is not accepted, it has the right to redeem the securities for a price of 101.125% on or after Feb. 15, 2002. Del Webb also made separate change-of-control offers at 101% of principal for its 9.75% senior subordinated debentures due 2008 and 9.375% senior subordinated debentures due 2009, both of which have State Street Bank and Trust Company as trustee. Both offers will remain open until Sept. 27; the payment date fore both is Oct. 1.

LEVEL 3 COMMUNICATIONS, INC. (LVLT) (Caa1/CCC+) said Tuesday (Sept. 25) that it had amended its previously announced "modified Dutch auction" tender offer for a portion of nine issues of high yield and convertible debt, lowering the face value of the debt it will buy back to $1.5 billion from the originally announced $1.8 billion. Level 3 will now buy the debt back at prices between 22 and 55 cents on the dollar, down from the originally offered prices of between 27 and 57 cents on the dollar, and it will pay a total of $654 million in cash, down from the $814 million it originally intended to spend on the debt buyback. The revised terms for each issue to be purchased are as follows: Level 3 said it would purchase up to $300 million of its 9.125% senior notes due 2008, or 15% of the outstanding $2 billion, at a price between $440 and $520 per $1,000 principal amount. It will purchase up to $100 million, of its 10.5% senior discount notes due 2008, or 12% of the amount outstanding, for between $290 and $350 per $1,000 principal amount at maturity. It will purchase up to €200 million of its 10.75% senior notes due 2008, or 40% of the €500 million outstanding, at a price between €430 and €510 per €1,000 principal amount. It will purchase up to €110 million of its 11.25% senior notes due 2010, or 37% of the outstanding amount, at between €430 and €530 per €1,000 principal amount. It will purchase up to $200 million of its 11% senior notes due 2008, or 25% of the $800 million outstanding, at between $470 and $550 per $1,000 principal amount. It will purchase up to $75 million of its 11.25% senior notes due 2010, or 30% of the $250 million outstanding, for between $450 and $530 per $1,000 principal amount. It will purchase up to $75 million of its 12.875% senior discount notes due 2010, or 11% of the outstanding amount, for between $220 and $280 per $1,000 principal amount at maturity. It will purchase up to $275 million of its 6% convertible subordinated notes due 2009, or 40% of the outstanding amount, for between $270 and $310 per $1,000 principal amount, and it will purchase up to $200 million of its 6% convertible subordinated notes due 2010, or 24% of the outstanding amount, for between $260 and $300 per $1,000 principal amount. Level 3 also said that it had extended the expiration deadline for the offer to 2359 ET on Oct. 9. AS PREVIOUSLY ANNOUNCED, Level 3, a Broomfield, Colo.- based long-haul telecommunications operator, said in a Securities and Exchange Commission filing Sept. 10 that it had begun cash tender offers for portions of the nine high yield and convertible debt issues, with a total face value of $1.8 billion, offering to pay a maximum of $814 million (both figures subsequently downsized) via the "modified Dutch auction" procedure to be conducted through its wholly-owned Level 3 Finance LLC subsidiary. It originally slated the expiration for 2359 ET on Oct. 5, which has now been extended. Under the "modified Dutch auction" procedure, Level 3 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 Level 3 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). Level 3 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. Tendered notes may be withdrawn at any time prior to the expiration date of the 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, Level 3 will first accept for payment all notes of that series tendered at prices below the applicable purchase price. Level 3 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. Level 3 said it plans to pay for the note buy-back using available cash. None of the nine 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 conditions described in the official Offer to Purchase. Salomon Smith Barney and JP Morgan 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.

Electroandina International Inc said Monday (Sept. 24) that it had extended its previously announced tender offer for the outstanding 10.5% senior loan participation certificates due 2005 and 7.75% senior loan participation certificates due 2006 of EMPRESA ELECTRICA DEL NORTE S.A.(Caa1/CCC-), commonly known as Edelnor. That offer, which was to have expired this past Friday (Sept. 21), has now been extended to Oct. 12. AS PREVIOUSLY ANNOUNCED, Electroandina, a Chilean electric utility jointly owned by Chile's state copper mining concern Codelco and Belgian-based Tractabel announced July 9 that it would offer to purchase all of the $90 million of 2005 certificates and $225 million of the 2006 certificates at $325 per $1,000 principal amount plus accrued and unpaid interest, and set an original expiration deadline of 0900 ET on Aug. 7 (subsequently extended). Electroandina said its offer would be conditioned upon the valid tender of all of the outstanding notes, which represent pro-rata participation interests in all payments of principal and interest made in respect of loans of Edelnor. It would also be conditioned upon the acquisition for a price not to exceed $1 all of the shares of Edelnor owned by U.S.-based energy company Mirant Corp., which holds 82.3403% of Edelnor but which has said it intends to make no further investment in the money-losing company. On Aug. 6, The AES Corp. (AES) (Ba1/BB), an Arlington, Va.-based international power generator, announced plans to purchase the Edelnor certificates for $375 per $1,000 principal amount plus accrued and unpaid principal and interest through its Luna III Ltd. Cayman Islands limited liability company. It set a deadline of 2359 ET on Aug. 31, and set conditions, including the acquisition of all of the outstanding notes, and the acquisition by AES of all of Mirant's holdings for a purchase price of $1,000, plus the receipt of financing for the offer on acceptable terms. In response, Electroandina on Aug. 17 raised the price it was offering for rthe certificates to $380 per principal amount, plus unpaid interest. AES subsequently further extended its offer, most recently to 1700 ET on Oct. 4, and said that as of the previous expiration, as of Sept. 17, $10.884 million of the 2006 certificates had been tendered and none of the 2005 certificates. Electroandina offered no figures on how many of the notes had been tendered under its bid. Banc of America Securities LLC is is dealer-manager for the AES offer and Mellon Investor Services is the information agent. J.P. Morgan is the dealer manager for the Electroandina tender offer and D.F. King & Co. is the information agent.

FLEMING COMPANIES INC. (FLM) (Ba3/B+) said Monday (Sept. 24) that its previously announced solicitation of consents from the holders of its 10.5% senior subordinated notes due 2004 and 10.625% senior subordinated notes due 2007 expired as scheduled at 1700 ET Sept. 21 without further extension. FLM said that as of that deadline, it had received consents from the holders of $216.478 million of the 2004 notes, or 86.6%, and from holders of $230.533 million of the 2007 notes, or 92.2%. AS PREVIOUSLY ANNOUNCED, Fleming, a Dallas-based wholesale food distributor, had announced on Sept. 5 that it had begun soliciting consents to proposed indenture changes from the holders of record (as of Sept. 4) of its $250 million of 10.5% notes and its $250 million of 10.625% senior subordinated notes. Fleming said the principal purpose of the proposed amendments was to provide it with additional flexibility to issue new senior subordinated debt. It originally set the expiration deadline at 1700 ET on Sept. 12, which was subsequently extended, and said that if the proposed amendments became effective, Fleming would pay consenting noteholders $3.75 per $1,000 principal amount of the notes, in cash. Fleming announced on Sept. 20 that it had received consents from holders representing a majority of the both series of notes, and had executed its desired supplemental indentures. Deutsche Banc Alex. Brown Inc. and J.P. Morgan Securities Inc were the solicitation agents; D.F. King & Co. was the information agent; and Manufacturers and Traders Trust Company was the tabulation agent.

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