BDK HOLDINGS, INC. said Friday (May 10) that it is extending the expiration time of its previously announced offer to exchange new 9% senior notes due 2007 and shares of its common stock, for all of its outstanding 8½% senior notes which came due on Feb. 13 to midnight ET on May 10, subject to possible further extension, from the previous May 9 deadline. As of May 9, a total of $14,508,311.98 of the 8½% notes, or approximately 42.98% of the outstanding principal amount of the notes, had been tendered under the exchange offer, up from the $3,586,300 of the notes, or approximately 10.63% of the outstanding amount, which had been tendered as of May 7, the most recent prior tabulation announced in the previous extension announcement, which was released on May 9. BDK said the exchange offer remains subject to the conditions set forth in the original official Exchange Offer Statement and its subsequent amendment. AS PREVIOUSLY ANNOUNCED, Burbank, Calif.-based BDK Holdings said on Jan. 16 that it had begun an offer to exchange its new 9% senior notes and shares of its common stock, for all of its $33.75 million of outstanding 8½% senior notes, which were scheduled to mature on Feb. 13, although it said that the maturity deadline could be extended if noteholders agreed. The offer was originally scheduled to expire at 12 p.m. ET on Feb. 13, but was subsequently extended several times. BDK initially said that holders whose tenders of the existing notes were accepted would receive $307.89 principal amount of the new notes and a proportional amount of 777,000 shares of BDK common stock per $1,000 principal amount of the existing notes, although those terms were subsequently sweetened. It said the exchange offer would be conditioned upon receipt by BDK of tenders of at least 95% of the outstanding existing notes, its success in obtaining additional financing, and other customary conditions. On Feb. 13, BDK Holdings, besides extending the original expiration deadline, said that it was beginning a solicitation to each noteholder to agreements which would extend the maturity date of the 8½% senior notes and to defer certain interest payments until the planned extended maturity date, which would be the earliest of either a) April 15; OR b) the date of any default on the notes other than one based on the failure to pay principal or interest on or after Feb. 13; OR c) the date on which the credit facility of BDK's subsidiary terminates or expires, including any extensions; OR d) the date on which BDK Holdings makes payment of principal or interest on any of the 8.5% notes. It said the extension solicitation would expire at midnight ET on March 13, subject to possible extension. As of Feb. 13, holders of at least 93% of the outstanding notes had indicated that they would sign extension agreements. BDK said it was in discussions with certain holders of the 8½% notes on the terms and conditions of the exchange offer, which might lead to alteration of the amount and type of consideration the company would offer to the noteholders under the exchange offer. BDK said on March 4 that holders of approximately 86.7% of the notes had agreed to extend their maturity until the extended maturity date (the earliest of four possible options which had been previously announced). On April 1, BDK said that it had again extended its exchange offer, which had previously been extended to April 1, to new deadline of midnight ET on April 30, subject to possible further extension (and which was, in fact, subsequently extended again more than once). On April 25, BDK said that it had extended and had amended the terms of its previously announced offer to exchange new notes and stock for its existing 8½% senior notes, which were originally scheduled to have been repaid on Feb. BDK said that as a result of discussions between a special committee of its Board of Directors and certain holders of the existing BDK notes, BDK has decided to increase what it will offer for the existing notes. Noteholders are to be offered $324.77 principal amount of the new notes, $130 in liquidation preference of 13.5% cumulative redeemable senior preferred Stock, plus a proportional amount of 777,000 shares of BDK common Stock for each $1,000 principal amount of the existing notes tendered in the exchange offer. Holders of the existing notes who previously tendered them under the initial offer terms have the right to withdraw such previous tenders if they do not wish to participate in the exchange offer. However, once the existing notes have been tendered in the exchange Offer, as amended, they may not be withdrawn.

PREMCOR INC. (PCO) (Ba3/BB-) said on Thursday (May 9) that its subsidiary, THE PREMCOR REFINING GROUP INC., called on May 3 for the redemption of its 9½% senior notes, due 2004. The notes will be redeemed at par on June 3. Another subsidiary, PREMCOR USA INC., gave notice on May 8 that it is calling for redemption its 10 7/8% senior notes due 2005. The notes will be redeemed on June 7, and will include a call premium of 3.625% (i.e., the notes will be redeemed at a price of $1,036.25 per $1,000 principal amount of notes). The company will use approximately $300 million of the proceeds from its initial public offering, which closed on May 3, AS PREVIOUSLY ANNOUNCED, Premcor, an Old Greenwich, Conn.-based refiner and marketer of petroleum products (which formerly sold high yield debt under the names of its CLARK REFINING GROUP INC. and CLARK USA INC. subsidiaries), said on Nov.15 that it had repurchased $57.8 million (face value) of its securities in the open market during the third quarter, and said it may buy back more in the future. Premcor said in a Securities and Exchange Commission filing that it had paid a total of $48.5 million total for a certain amount of Premcor Refining Group 9½% notes and Premcor USA 10 7/8% notes and 11% exchangeable preferred stock due 2009. The company gave no breakdown as to the precise amount of each series of security redeemed, or how much of each remained outstanding following the transactions. Premcor said it may purchase more of its debt securities in the future, depending on market conditions and what it is permitted to do under its covenant restrictions. On April 30, Premcor announced that it had increased the size of its initial public offering from 15 million shares to 18 million shares of common stock and priced the offering at $24 per share, and said its new common stock would begin trading that day on the New York Stock Exchange under the symbol "PCO". The IPO was lead-managed by Morgan Stanley as sole bookrunner. Credit Suisse First Boston was the co-lead manager, and Goldman, Sachs & Co., Salomon Smith Barney, Deutsche Bank Securities and Bear, Stearns & Co. Inc. were co-managers of the offering.

INDUSTRIAS METALURGICAS PESCARMONA SAIC Y F said on Thursday (May 9) that it was extending its previously announced exchange offer for all of its outstanding 9½% notes which are scheduled to come due on May 31. The expiration of the offer has been extended to 5 p.m. ET on May 22, subject to possible further extension, from the previous May 8 deadline. The company also amended the terms of the offer to reduce the minimum participation condition to 80% of the aggregate principal amount. As of 5 p.m. ET on May 8, it had received tenders from holders of US$87.4 million in aggregate principal amount of the outstanding Notes. AS PREVIOUSLY ANNOUNCED, Industrias Metalurgicas Pescarmona, a Buenos Aires, Argentina-based company usually known as IMPSA, said on March 14 that it has begun an exchange offer for all US$137.6 million of the maturing 9½% notes, with an initial expiration deadline of 5 p.m. ET on April 10, which was subsequently extended. It said that holders could select from two different options the type of new notes they would receive for their existing notes, and they could withdraw their tenders of existing notes or change their selection of exchange notes they wished to receive at any time prior to the expiration date. The two options (each for US$1,000 principal amount of existing notes) were as follows: either A) US$1,050.00 principal amount of the company's new 5% guaranteed senior notes due 2011 (the notes carry an interest step-up to 8% in May 2006, and are known as the step-up notes); or B) US$500 principal amount of the company's new 10% guaranteed senior notes due 2007, known as the discount notes. Upon the occurrence of certain specified events described in the offering memorandum, noteholders would be entitled to receive an extraordinary cash payment. These events include certain asset sales, annual excess cash flow, early redemption at the option of the company and maturity. In addition, the exchange notes would be guaranteed on a senior unsecured basis by a wholly owned subsidiary of IMPSA. The company said that holders would not have to choose the same option for all the existing notes that they tender; holders would receive whichever exchange note option for which they tendered, as there is no limitation on the right of any holder to elect to receive either the step-up notes, OR the discount notes, OR a combination of both options. The exchange offer would be conditioned upon the receipt of valid tenders of at least 95% of the outstanding principal amount of the existing notes and other customary conditions. On April 24, IMPSA said that it was extending its previously announced exchange offer for all of its outstanding 9½% notes. The expiration was extended to 5 p.m. ET on May 8, from the previous April 24 deadline. The company also announced that as of 5 p.m. ET on April 24, it had received tenders from holders of US$86.4 million of the notes, representing approximately 62.8% of the outstanding amount. Banc of America Securities LLC is the exclusive dealer manager for the exchange offer (call toll-free in the U.S. at 888 292-0070 or outside the U.S. at 1 704 388-4807 or, in Argentina, Bank of America NA Buenos Aires Branch at 54 11 4311-5326). D.F. King & Co., Inc.(800 735-3591) is the information agent and Bankers Trust Co. is the exchange agent.

QUALITY DISTRIBUTION, INC. said on Thursday (May 9) that it has extended the time and date of the expiration for previously announced offer to exchange debt and equity securities for up to $87 million of its existing outstanding 10% Series B senior subordinated notes due 2006 and Series B floating interest rate subordinated term securities due 2006 (FIRSTS). The offer was extended to 5 p.m. ET on May 9, subject to possible extension from the previous May 8 deadline. The Tampa, Fla.-based tractor and trailer operator is offering in exchange for the existing notes a package consisting of 12½% senior subordinated secured notes due 2008, 12% junior subordinated PIK notes due 2009 and warrants to purchase shares of its common stock. Besides the exchange offer, Quality is soliciting noteholder consents to proposed indenture amendments for the existing notes. As of May 9, $14.5 million principal amount of the existing notes had been validly tendered (and not properly withdrawn) and their holders delivered consents to the proposed amendments. Meantime, holders of $53 million principal amount of the existing notes had executed lock-up agreements committing them to exchange their notes for the package of new debt and equity securities if the exchange offer is completed. The completion of the exchange offer is conditioned upon, among other things, at least $61.3 million of the existing notes (excluding the $53 million principal amount of the notes covered by the lock-up agreements) being validly tendered (and not properly withdrawn) in the exchange offer. Eligible holders of the existing notes that have not previously tendered their notes will continue to have the opportunity to validly tender their notes (together with consents to the proposed amendments) at any time prior to 5 p.m. ET on the expiration date. Tendered existing notes (together with consents to the proposed amendments) may also be withdrawn at any time before the deadline.

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