GENERAL ELECTRIC CO. (GE) said Monday (March 11) that it has begun a tender offer for all of the 11½% Series D senior discount notes due 2008 issued by TELEMUNDO HOLDINGS, INC. (B3/CCC+), as part of its pending purchase of the company, which was announced last year. The tender offer will expire at 5 p.m. ET on April 8, subject to possible extension. GE will pay a purchase price of $100.75 per $100 principal amount at maturity; if the settlement date is after April 9, it will pay an additional amount per $100 principal amount at maturity (rounded if necessary to the nearest $0.001) equal to $0.01013 per day for each calendar day from and including April 9, up to but excluding the settlement date for the offer. GE said the purchase price includes an consent payment equal to 2% of the principal amount at maturity, which will be paid only for Telemundo notes tendered at or prior to a consent payment deadline of 5 p.m. ET on March 25 and not subsequently withdrawn. GE is seeking noteholder consents to various indenture amendments which would provide Telemundo with greater operational and financial flexibility following its planned acquisition by GE's wholly owned broadcasting division, NBC. The offer is conditioned on - among other things - completion of that acquisition, as well as receipt of the requisite consents to adopt these amendments. Holders tendering after the consent deadline will not receive the consent payment portion of the total consideration. GE said it expects to extend the offer from time to time as necessary until NBC completes its acquisition of Telemundo. GE will pay for the tendered notes in same-day funds on the first business day following expiration of the offer, or as soon thereafter as practicable. AS PREVIOUSLY ANNOUNCED, Telemundo, a Hialeah, Fla.-based Spanish-language broadcasting company in the process of being acquired for $1.98 billion by GE, a Fairfield, Conn.-based conglomerate with interests in broadcasting, finance, electrical products and other industrial products, said on Dec. 12 that its exchange offer - under which it had offered to exchange up to $293.991 million principal amount at maturity of newly issued, registered Series D 11½% notes for all of a like amount of outstanding unregistered series A, B and C notes - had expired as scheduled at 5 p.m. ET on Dec. 11 with no extension. $293.891 million of the old notes had been tendered by the expiration, and new notes were issued in their place on Dec. 14. Goldman, Sachs & Co. (call 800 828-3182) will act as dealer manager for the GE/NBC tender offer for the Telemundo notes. The information agent is Morrow & Co., Inc. (call 800 607-0088; banks and brokerage firms call 800 654-2468); the depositary is The Bank of New York.

ADVANTICA RESTAURANT GROUP, INC. (DINE)(B3/C) said on Monday (March 11) that it had extended its previously announced exchange offer for its existing 11.25% senior notes due 2008 to 5 p.m. ET on March 12, subject to possible further extension, from the previous March 8 deadline. It said that so far, approximately $60.2 million of the existing notes had been tendered under the exchange offer, down from $63.9 million tendered as of the last previous extension announcement, on March 7. AS PREVIOUSLY ANNOUNCED, Advantica, a Spartanburg, S.C.-based restaurant chain operator, said Jan. 3 that it was offering to exchange up to $204.1 million of registered 12.75% senior notes due 2007, to be jointly issued by its DENNY'S HOLDINGS, INC. subsidiary and Advantica, for up to $265 million of the outstanding $529.6 million of existing 11.25% notes. The offer was originally scheduled to expire at 5 p.m. ET on Feb. 1, but the deadline was subsequently extended. Advantica said it would offer $770 principal amount of the new notes per $1,000 principal amount of the old notes, plus accrued and unpaid interest in cash. Completion of the exchange offer would be conditioned on a minimum amount of $160 million of the existing old notes having been validly tendered, up to a maximum tender amount of $265 million. Advantica said that in the event that the existing notes tendered were to exceed the maximum tender amount, the company would allocate the new notes to the tendering noteholders on a pro-rata basis. UBS Warburg LLC is acting as the dealer manager in the exchange offer. MacKenzie Partners, Inc. (800 322-2885). U.S. Bank NA is serving as the exchange agent.

MDC CORPORATION INC. (MDCA) (B2/BB+) said Friday (March 8) that it has begun a tender offer for its outstanding 10½% senior subordinated notes due 2006, as well as a related solicitation of noteholder consents to proposed indenture changes. The Toronto-based provider of transaction products such as checks, credit and debit cards and transportation and event tickets midnight ET on April 4 as the expiration deadline, subject to possible extension. MDC said it is to purchase the notes at a price of between US$800 and US$820 per US$1,000 principal amount, with the exact designated purchase price to be determined under a "modified Dutch auction" process, up to a total aggregate purchase price of US$100 million. Noteholders would also receive accrued and unpaid interest up to, but not including the planned date of payment. Under the "modified Dutch Auction" procedure, holders of the notes will tender their securities at a price within the proposed range. MDC will accept tenders in the order of lowest to highest tender prices within the range, and will select the single lowest price that will enable it to purchase the maximum total amount of notes that may be purchased for US$100 million. MDC will pay the purchase price to all holders whose tenders are accepted. If the total prospective purchase price of notes which are tendered at or below the designated purchase price comes to less than US$100 million, MDC will purchase all of the notes which have been tendered at a price equal to the highest price tendered. If the total prospective purchase price of the notes tendered at or below the designated purchase price exceeds US$100 million, MDC will first purchase those notes tendered at a price below the designated purchase price and, then will purchase all notes tendered at the designated purchase price on a pro-rata basis. MDC plans to fund the $100 million note purchase using the a portion of the net proceeds of approximately C$185 million which it expects to receive from the sale of its remaining 50.01% interest in Davis + Henderson LP, its Canadian check division. MDC on March 4 entered into an agreement with Davis + Henderson Income Fund to sell that stake in Davis + Henderson LP MDC also said that it is soliciting consents to certain proposed amendments to the notes' indenture which would, among other things, permit MDC to conduct the tender offer. It is offering to pay a consent fee of US$2.50 per US$1,000 principal amount of Notes to holders who deliver consents by the consent deadline, which is midnight, ET, on March 20, subject to possible extension. Receipt of consents from holders of a majority of the outstanding notes is required to approve the amendments. Holders who validly tender their notes will be deemed to have delivered their consent to the proposed amendments; however, holders may deliver consents without tendering their notes, and may still tender their notes at a later time up to the tender offer expiration deadline. The tender offer is conditioned upon, among other things, the receipt of the requisite consents necessary to adopt the proposed amendments. While tendered notes may be withdrawn at any time at or prior to the expiration of the tender offer, consents to the proposed indenture changes may be revoked only prior to the earlier of either A) the time that the requisite consents necessary to adopt the proposed amendments have been received and evidence of such receipt has been delivered to the notes' trustee, or B) the expiration of the tender offer. Goldman, Sachs & Co. (212 902-0391) will act as dealer manager for the offer and as solicitation agent for the consent solicitation. The Depositary and Information Agent is Mellon Investor Services LLC (866 825-8876).

GRUPO TELEVISA, SA (TV) said Friday (March 8) that it had completed its previously announced offer to exchange new 8% senior notes due 2011 which have been registered for public trading for a like amount of outstanding notes which had been unregistered. The company said that as of the March 7 expiration, substantially all of the outstanding notes had been exchanged and that $298.868 million of the new notes would be issued March 8. Some $1.132 million of the old notes remain outstanding. AS PREVIOUSLY ANNOUNCED, Grupo Televisa, a Mexico City based media company - the largest in the Spanish-speaking world - said on Feb. 28 that it had extended its offer to exchange the new 8% notes, registered for public trading under the Securities Act of 1933, for the outstanding notes, which had been issued via a private placement. The offer, which began on Jan. 30 (but which was not publicly announced at that time) was extended to a new deadline of 5 p.m. ET on March 7, to allow the holders an additional opportunity to exchange their existing notes for the registered exchange notes. Televisa said it did not at that time contemplate any additional extensions of the exchange offer.

COLUMBUS MCKINNON CORP (CMCO) (B3/B) said March 7 that it had begun soliciting consents from the registered holders (as of March 6) of its $200 million of 8½% senior subordinated notes due 2008 for a proposed indenture amendment, which is aimed at providing the greater flexibility in structuring divestitures by amending the conditions under which the company can sell assets of subsidiaries that are a guarantor of the notes. Columbus McKinnon will offer a consent fee of $1.50 per $1,000 principal amount to holders who deliver consents to the proposed amendment by the consent deadline of 5 p.m. ET on March 26, subject to possible extension. The proposed amendment requires the consent of registered holders of a majority of the outstanding notes, and the consent fee will be paid only to holders delivering consent by the consent expiration deadline, provided the company gets the required amount of consents to approve the amendment. The Amherst, N.Y.-based designer, manufacturer and supplier of material handling products and systems seeks 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) is serving as information and tabulation agent for the consent solicitation.

ICN PHARMACEUTICALS, INC. (ICN) (Ba3/BB) said March 7 that it had received the requisite amount of tenders and consents to proposed indenture changes from the holders of its 8 ¾% Series B senior notes due 2008, under its previously announced tender offer for the notes and related consent solicitation. As of the now-passed consent deadline of March 7, it received tenders and consents from the holders of $194.389 million of the notes, or approximately 99% of the outstanding amount. It said that sufficient consents had been delivered to allow a supplement to the indenture incorporating the proposed changes to be executed. Thus, the tender offer, which is scheduled to expire on March 21, will continue as scheduled. AS PREVIOUSLY ANNOUNCED, ICN, a Costa Mesa, Calif.-based pharmaceuticals maker, said Nov. 16 that it had informed a major shareholder (Swiss-based financier Tito Tettamanti) in a letter that its restructuring plans are on track, including its strategies for cutting debt. In the letter, ICN Chairman Milan Panic said that the company had raised $525 million through the recent sale of convertible notes, allowing it to repurchase $303 million in debt, "largely alleviating a major economic obstacle to our company restructuring." The company did not give a breakdown which issues of its debt were repurchased. On Dec. 21, the company said it had completed an exchange offer for its outstanding $194.6 million of 8¾% senior notes due 2008, which had been issued in a private placement. That exchange offer had not been previously publicly announced. ICN said that 100% of the notes had been exchanged for publicly tradable series B senior notes carrying the same 8¾% coupon and maturity. It said that it expected to begin a tender offer process for the exchanged notes in 2002, as part of the previously announced reorganization effort, which it said remained in place and on track. On Feb. 21, ICN said that it had begun a cash tender offer and consent solicitation for all of the company's $194.611 million of outstanding 8¾% Series B senior notes due 2008, as part of the previously announced restructuring plan, including a pending initial public offering of a minority interest in its wholly-owned subsidiary, Ribapharm Inc. It said the tender offer would be conditioned upon the completion of the Ribapharm offering and would expire at noon ET on March 21, while the consent solicitation portion would expire at noon ET on March 7, both subject to possible extension. ICN said the total consideration to be paid for each validly tendered note and properly delivered consent would be based upon a 50-basis point fixed spread over the yield to maturity on the reference security, the 4.75% US Treasury notes due Nov. 15, 2008. The purchase price would be set no later than two full business days prior to the expiration of the offer (tentatively, the pricing date is expected to be March 19). The total consideration would include a $20 per $1,000 principal amount consent payment for those holders consenting to proposed indenture changes (which would eliminate substantially all of the restrictive covenants contained in the notes' indenture as well as certain events of default) by tendering their notes by the consent deadline. Holders tendering their notes would be required to consent to the proposed amendments. It said the consent of holders of a majority of the outstanding notes would be required for the proposed amendments to become effective, but the proposed amendments would not become operative until the notes are purchased pursuant to the offer. Holders tendering their notes after the consent date will not be entitled to receive the consent fee. UBS Warburg LLC (contact Ralph Cimmino or David Knutson at 888 722-9555 or 203 719-8035 or 203 719-1575) is acting as the dealer manager for the tender offer and the solicitation agent for the consent solicitation. Morrow & Co., Inc. in New York (call 212 754-8000 or 800 654-2468) is the information agent for the offer.

AMPEX CORP (AXC) said on March 1 that it had completed the previously announced tender offer for its 12% senior notes due 2003, under which all holders of the notes exchanged their holdings for new 12% senior notes due 2008. AS PREVIOUSLY ANNOUNCED, Ampex, a Redwood City, Calif.-based producer of information storage technology systems, said on Nov. 14 that as a result of ongoing negotiations with its debt holders to restructure its indebtedness, the debt holders agreed to defer scheduled interest through Jan. 31 on $44 million of senior notes due 2003, and further agreed to extend the maturity date of certain short-term Notes to March 31, to provide time for the company to complete the restructuring. Ampex said on Jan. 25 that it had filed a Form T-3 application with the Securities and Exchange Commission for the qualification of an indenture for certain new 12% senior secured notes due 2008, which it expected to issue in exchange for outstanding 12% 2003 notes. It said that the holders had agreed to defer the interest on the 2003 notes - which was originally scheduled to have been paid on Sept. 15 - until Feb. 28. It further said that holders of majority of the outstanding notes had agreed, subject to certain conditions, to exchange their existing notes for the new senior secured notes. It said the new notes, if issued, would provide for payment of principal and interest out of substantially all future patent royalties received by Ampex, net of specified operating expenses, as well as net proceeds of certain asset sales. Payment of the new Notes would be subject to prior payment in full of the company's outstanding senior discount notes scheduled to mature on March 31. Ampex said it intends to seek to extend the maturity date and to make other changes to those senior discount notes in order to complete restructuring of its senior debt. It said the consummation of the exchange of the 2003 notes for the 2008 notes would be subject to qualification of the new indenture with the SEC, tenders of at least 95% of the outstanding senior notes and satisfaction of other conditions. The company said it hoped to complete the exchange by Feb. 28, but could give no firm assurance of that timetable.

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