Zenith completes tender for 8.19% '09 debentures

Zenith Electronics Corp. said on Friday (Aug. 16) that its previously announced cash tender offer for all of its outstanding 8.19% senior debentures due 2009, and the related solicitation of debentureholder consents to proposed indenture amendments, had expired as scheduled at 11:59 p.m. ET on Aug. 15, without extension. Zenith said that it has accepted for payment all validly tendered debentures which were not withdrawn before the expiration deadline. Zenith added that the settlement of the tender offer was expected to occur Friday.

AS PREVIOUSLY ANNOUNCED, Zenith Electronics, a Lincolnshire, Ill.-based maker of consumer electronic products, said on July 19 that it was beginning a cash tender offer for all of its $49.999 million of outstanding 8.19% debentures, and that it would also solicit debentureholder consents to indenture amendments aimed at eliminating certain restrictive covenants and an event of default provision. It said that holders tendering their debentures would be deemed to have consented to the proposed amendments. Zenith said that the tender offer would expire at 11:59 p.m. ET on Aug. 15, while the consent deadline would be 11:59 p.m. ET on Aug. 1, both deadline subject to possible extension. The company said that it would purchase validly tendered debentures accepted for purchase at a price of $500 per $1,000 principal amount, plus accrued and unpaid interest up to, but not including, the settlement date of the offer. This amount would include a consent payment of $30 per $1,000 principal amount for those holders tendering their notes by the consent deadline and thus providing their consents to the proposed amendments. The company further said that the closing of the tender offer and consent solicitation by Zenith would be conditioned on, among other things, Zenith receiving valid tenders, with consents, from holders of at least 66 2/3% of the principal amount of the outstanding debentures.

On Aug. 2, Zenith said that it had received valid and unrevoked consents from the holders of more than 66 2/3% of its he outstanding by the consent payment deadline, which expired at 11:59 p.m. ET on Aug. 1, without extension. Zenith thus met the previously announced condition of debentureholder approval of the proposed indenture amendments. Zenith announced its intention of promptly executing a supplemental indenture incorporating the proposed amendments. It said that the supplemental indenture would become operative upon Zenith's purchase of the tendered debentures. Salomon Smith Barney (call 800 558-3745) was the dealer manager, and Mellon Investor Services (bankers and brokers call collect at 917 320-6286; all others call 888 566-9471) was the depositary and the information agent for the tender offer and consent solicitation.

Nationwide Credit again extends 10¼% '08 note exchange offer

NCI Holdings, Inc. and Nationwide Credit, Inc. (Ca) said on Friday (Aug. 16) that they had again extended their pending offer to exchange all of Nationwide's outstanding 10¼% senior notes due 2008 for common stock of NCI Holdings, Inc. The offer is now slated to expire at 5 p.m. ET on Aug. 23, subject to possible further extension. Nationwide said that to date it has received tenders of senior notes from the holders of approximately 71.6% of the outstanding notes under the terms of the exchange offer, up from 68.5% reported on July 19.

AS PREVIOUSLY ANNOUNCED, NCI Holdings and Nationwide Credit Inc., a Kennesaw, Ga.-based financial services company, said on July 12 that their pending exchange offer for the 10¼% notes had been extended to 5 p.m. ET on July 19. The offer had not been publicly announced previously. The company said that as of July 12, it had received tenders of senior notes from the holders of approximately 67.9% of the outstanding notes under the terms of the exchange offer. On July 19, NCI and Nationwide announced that they had again extended the exchange offer to 5 p.m. ET on July 26 from the previous July 19 deadline, and said that as of the previous deadline, they had received tenders of approximately 68.5% of the outstanding notes, up from 67.9% reported on July 12, when the offer had last been previously extended. Although the exchange offer was subsequently extended past the July 26 deadline, no public announcement was made at that time. The transaction is being handled by State Street Bank and Trust Co., the depository for the offer as well as trustee for the notes.

Ferrellgas Partners again extends 9 3/8% '06 note tender

Ferrellgas Partners, LP (B1/BB-) said on Friday (Aug. 16) that it has again extended the expiration date of its previously announced tender offer for its 9 3/8% senior secured notes due 2006, until 9 a.m. ET on Sept. 27, subject to possible further extension, from the previous Aug. 16 deadline. It said that the other terms of the tender offer, including all conditions, remain unchanged. As of p.m. ET on Aug. 15, noteholders had tendered and not withdrawn $158.9 million aggregate principal amount of the notes, representing approximately 99% of outstanding amount .

AS PREVIOUSLY ANNOUNCED, Ferrellgas, a Liberty, Mo.-based retail marketer of propane gas (second-largest in the U.S.), said on July 1 that it was beginning a tender offer for all of its $160 million of outstanding 9 3/8% notes, as well as a related solicitation of noteholder consents to proposed indenture changes which would, among other things, eliminate specified obligations, covenants and events of default in the notes and the indenture governing the notes. Ferrellgas initially said that the tender offer would expire at 9 a.m. ET on July 30, while the consent solicitation deadline would be 5 p.m. ET on July 16, with both deadlines subject to possible extension (the offer expiration was subsequently extended).

The company set the total consideration for its offer at $1,032.50 per $1,000 principal amount of the notes tendered, plus accrued and unpaid interest up to, but not including, the payment date. It said the total consideration would include a consent payment of $1.25 per $1,000 principal amount, payable to those holders validly tendering their notes by the consent deadline and not subsequently withdrawing them, thus giving their consent to the proposed indenture changes. The company said it would not accept tenders of notes up to the consent deadline unless they were also accompanied by a valid consent to the indenture changes, while a consent would not be accepted unless a valid tender of the notes also accompanied it. The company said that the tender offer and consent solicitation would be conditioned upon, among other things, the receipt by Ferrellgas of proceeds from a public offering of new senior notes sufficient to pay the principal amount of the notes being purchased, plus, to the extent that proceeds will be available, accrued interest and all related premiums, costs and expenses, on terms and conditions satisfactory to Ferrellgas.

On July 17, Ferrellgas said that it had that it had received the requisite amount of noteholder consents to proposed indenture changes. It further said that as of the July 16 consent solicitation deadline, holders of more than a majority of the outstanding notes had given their consents. On July 31, the company said that it had extended the tender offer's expiration date until 9 a.m. ET on Aug. 16, subject to possible further extension, from the previous July 30 deadline. Ferrellgas said that as of 5 p.m. ET on July 29, holders of $158.4 million of the notes, or 99% of the outstanding aggregate amount, had tendered those notes and had not subsequently withdrawn them. Credit Suisse First Boston Corp. (call 800 820-1653 or 212 538-8474) is acting as dealer manager in connection with the tender offer and consent solicitation. The information agent for the tender offer is Georgeson Shareholder Communications Inc. (call 800 645-7638 or 212 440-9800).

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