NETIA HOLDINGS S.A. (NTIA) (Ca/CCC) said Monday (Nov. 26) that as of the consent deadline of 5 p.m. ET on Nov. 23, it had not received tenders for a majority of each series of notes which the company is offering to purchase under its previously announced tender offers and related consent solicitations. It gave no breakdown on the amount of notes from each series - if any - which were tendered by their holders by the deadline. The company confirmed that the tender offers and consent solicitations for the various classes of notes remain open, but said that noteholders tendering their notes after the consent deadline expiration will not be eligible to receive consent payments as part of their total consideration for the notes. AS PREVIOUSLY ANNOUNCED, Netia, a Warsaw-based provider of wireline telecommunications services in Poland, said on Nov. 8 that it had begun "modified Dutch auction" tender offers for a portion of its outstanding senior notes. The company offered to purchase up to 85% of the dollar-denominated 10¼% senior notes and 11¼% senior discount notes, and the deutschemark-denominated 11% senior discount notes, all due 2007, issued by its wholly owned NETIA HOLDINGS BV subsidiary, and up to 85% of the dollar-denominated 13 1/8% senior notes due 2009 and the euro-denominated 13½% senior notes due 2009 and 13¾% senior notes due 2010 issued by its wholly owned NETIA HOLDINGS II BV subsidiary. It said it would buy the notes at a price to be determined, which for each class of notes will be in a range of between 110 and 140 per 1,000 principal amount of the particular currency in which each series of notes is denominated. The tender offer will be financed from Netia's cash on hand, and will expire at 5:00 p.m. ET on Dec. 7, subject to possible extension. Netia said that under the "modified Dutch auction" procedure, Netia it would accept tenders for each series of notes in the order of the lowest to the highest tender prices specified by tendering holders within the applicable price range for the series of notes. It will select as its purchase price the single lowest price for each series that will enable Netia to purchase an amount of notes equal to the amount of funds that will let Netia buy 85% of that series at the lowest price in each of the above-mentioned price ranges. Netia will then pay the same purchase price for all validly tendered notes of a given series at or below that purchase price (subject to proration in the case of tenders at the purchase price), even if that price is higher than the price specified by the tendering holder. Netia's obligation to accept for purchase and to pay for the notes under each tender offer would be subject to conditions including the valid tender (not subsequently withdrawn) of a majority in aggregate principal amount of the applicable series of notes; the valid tender of notes in an aggregate principal amount at maturity of at least 65% of the total aggregate principal amount (or principal amount at maturity, in the case of the two series of discount notes) of all notes outstanding, regardless of series; execution of a supplemental indenture incorporating proposed amendments, following the receipt of consents from the holders of a majority amount of such series of notes; and the tender offer conditions for each series of notes being satisfied or waived. Netia said that besides the tender offers, it was soliciting noteholder consents to proposed amendments in the indentures governing each series of notes which would eliminate or modify certain negative covenants and other provisions, thus giving the company increased flexibility in managing its ongoing capital requirements. Netia said the tender of notes pursuant to the tender offer would be deemed to constitute granting consent. Holders properly tendering their notes (and thereby validly delivering consents to the indenture changes) by the consent deadline of Nov. 23 and whose notes are accepted for purchase would receive a consent payment of $10 per $1,000 principal amount (or principal amount at maturity), DM10 per DM 1,000 principal amount (or principal amount at maturity) and €10 per €1,000 principal amount as part of their consideration for the notes,as the case may be. Netia also announced that it does not intend to make the scheduled Dec. 15 interest payment on its dollar-denominated and euro-denominated notes due 2009. It intends to set a new special record date for determining the holders of notes entitled to such interest payments following the consummation of the tender offer and a subsequent special payment date for the payments of such interest. Netia expects that these new special record and interest payment dates will be subsequent to the consummation or the termination of the tender offers for the Notes. Accordingly, it said that holders of those notes whose notes are tendered and accepted for purchase in the tender offer will not receive the Dec. 15 interest payment. Netia intends to make the Dec. 15 interest payment on the euro-denominated notes due 2010 to holders of record as of Dec. 1. It will make this payment using the proceeds of securities deposited with the trustee in an investment account established in connection with the offering of the notes. The price that the Netia is offering to pay for those notes in the tender offer includes this interest payment. Merrill Lynch International and Merrill Lynch & Co. (201 671-3507 or in Europe, +44 20 7995-8903) are together acting as the dealer manager for the tender offers and the solicitation agent for the solicitation of consents. D.F. King & Co. (Europe) (+44 20 7920-9700) and D.F. King Ltd. (US) Co. (800 758-5880) is the information agent. State Street Bank and Trust Co. is the depositary in connection with the tender.

THE FORTRESS GROUP, INC.(FRTG) (Caa2) said Nov. 21 that it had begun a modified Dutch auction tender offer for up to around $27.8 million to $33.3 million principal amount of its approximately $54.2 million of outstanding 13¾% senior notes due 2003. The McLean, Va.-based builder of luxury homes said that it would buy notes for cash, at a purchase price designated by the holders of between $450 and $540 per $1,000 principal amount, and set the expiration deadline for its offer at 11:59 p.m. ET on Dec. 19, subject to possible extension. Tendered notes may be withdrawn at any time prior to the deadline. Under terms of its modified dutch auction procedure, Fortress will first accept offers from the noteholders to sell their notes at the minimum $450 per $1,000 principal amount price, and will then accept noteholder offers to sell the notes in order of increasing prices, until the company has spent a total of $15 million. Fortress Group will pay to all holders whose offers to sell notes are accepted the "clearing price" - i.e., the highest price offered for notes that it accepts for purchase, even if that price is higher than the price offered by such holder. The notes will be purchased as soon as is practicable following the expiration of the tender offer.

If the total principal amount of notes offered for sale by their holders at the clearing price exceeds the $15 million maximum amount of notes which Fortress Group intends to accept for purchase, acceptances of offers at the clearing price will be allocated among the noteholders on a pro-rata basis. Notes tendered above the eventual clearing price will not be accepted for purchase. Tendered notes that are accepted for purchase will be bought by Fortress Group at the clearing price, plus accrued but unpaid interest up to the settlement date. Fortress Group plans to finance its purchase of the notes with substantially all of the net proceeds of the sale of its Galloway and Sunstar divisions. Its obligation to accept notes is conditioned on the consummation of the sale of those divisions (although Fortress Group has entered into an exclusivity arrangement with a prospective purchaser, the parties have not yet agreed to the transaction, and can give no assurance that the sale will take place). Banc of America Securities LLC (call 888 292-0070 toll free or 704 388-4807 collect) is the exclusive dealer manager. The Bank of New York is the depositary and the information agent is D.F. King & Co., Inc. (800 714-3305).

TELEX COMMUNICATIONS INC. (Ca/B+) said Nov. 21 that it had successfully completed its previously announced debt restructuring, which included an exchange of its outstanding 10½% senior subordinated notes and 11% senior subordinated notes, both due 2007, for nearly all of the restructured equity and for $56.25 million new senior subordinated discount notes. As of the offer's expiration, holders of at least $124.5 million of the existing 10½% notes, or 99.6% of the outstanding amount, and holders of at least $99.95 million (99.95%) of the existing 11% notes had tendered their notes under the exchange offer. Telex, which said the restructuring will reduce its overall debt by $158 million, also said that the lenders under its senior credit facility and holders of senior secured notes had waived existing defaults and agreed to the modification of certain covenants. Telex also said that it had issued $10 million of additional senior secured notes in connection with the restructuring. AS PREVIOUSLY ANNOUNCED, Telex, a Burnsville, Minn.-based electronic components company formerly known as EV International Inc., said on Sept. 13 that it was proposing a debt restructuring plan intended to significantly reduce its outstanding debt and debt service obligations, increase its financial flexibility and improve its cash flow. It originally set Oct. 12 as the deadline for the receipt of consents and the expiration of the offer (subsequently extended several times, most recently to 5 p.m. ET on Nov. 20). It said that holders of the 10½% and 11% notes would be offered the opportunity to exchange their notes for units comprised of various combinations of cash and securities to be issued by a newly organized operating company which will acquire substantially all of the assets of Telex. The new securities to be issued by the new operating company would include senior subordinated notes, shares of preferred stock, shares of common stock and warrants to purchase common stock. The company said noteholders would have four exchange options, which were not outlined in the announcement. It said the exchange offer would be conditioned upon the new operating company being able to obtain senior secured financing to repay outstanding senior secured indebtedness (including senior bank debt) and other indebtedness of Telex and its subsidiaries and to pay expenses of the debt restructuring. Telex said it was in the process of seeking to arrange such financing, and that in anticipation of completing the debt restructuring, it would not make the interest payment due Sept. 17, on its 11% notes and the Nov. 1 interest payment on its 10½% notes. Telex said that if all of the notes were tendered and accepted for exchange, and if the requisite financing for the debt restructuring obtained, the aggregate exchange consideration would be comprised of $127 million of cash, senior subordinated notes and preferred stock, and all of the common stock of the new operating company, plus warrants to purchase up to 30% of the new shares. Telex said that in order to effect the restructuring plan, including the exchange offer, it was soliciting consents to, among other things, the transfer of Telex's assets and liabilities to the new operating company and to amending the terms of the indentures governing the Telex senior subordinated notes to eliminate various restrictive covenants. Telex said on Oct. 24 that it had modified the terms of the exchange offer to give holders the option of either exchanging their notes for units consisting of an allocable portion ($56.25 million) of the issuer's new 13% senior subordinated discount notes due 2006 and an allocable portion of shares of the capital stock of the issuer (at least approximately 99% of Telex if Telex is the issuer, or 100% of any new operating company formed if the Telex assets are transferred to the new operating company); or for units consisting of an allocable portion of warrants to purchase shares of the capital stock of the issuer which will represent up to 25% of its capital stock, subject to the satisfaction of specified EBITDA requirements. It also said that Jeffries & Co., Inc. (310 575-5200) would now act as information agent for the offer, replacing GSC Partners.

LIN TELEVISION CORP. (Caa1/B) said Nov. 21 that it had extended its pending offer to exchange all of its issued and outstanding 8% senior notes due 2008, for an identical amount of newly issued notes which have been registered for public trading. The existing notes were privately placed this past June. LIN, a Providence, R.I.-based television station group owner, said the offer, which had not been publicly announced previously, would now expire at midnight ET on Nov. 27. The offer had previously been scheduled to expire at 5 p.m. ET on Nov. 26. Meanwhile, LIN HOLDINGS CORP. likewise announced that a similar offer involving its outstanding 10% senior discount notes due 2008, had also been extended to Nov. 27. The companies said that as of 5 p.m. ET on Nov. 20, holders of $28.75 million of the 8% notes (13.7% of the outstanding amount) and $41.58 million (41.6% of the outstanding amount) of the 10% notes had been tendered and not withdrawn.

MOLL INDUSTRIES, INC. (Caa3/C) said Nov. 21 that it has extended its previously announced tender offer for a portion of its outstanding 10.5% senior subordinated notes due 2008 and the related solicitation of noteholder consents to proposed indenture changes. The tender offer has been extended to 5 p.m. ET on Nov. 30, from the previous Nov. 20 deadline, along with the consent date, both subject to possible further extension. AS PREVIOUSLY ANNOUNCED, Moll Industries, a Davie, Fla.-based maker of custom molded and assembled plastic components, announced Sept. 19 that it had commenced a tender offer for up to $66.5 million principal amount of its outstanding $116.5 million principal amount of 10.5% Series B notes, along with a related solicitation of consents to the proposed elimination of substantially all of the covenants of the company contained in the note indenture (other than the covenants requiring the payment of the principal, premium, if any, and interest on the notes, and later, as noted below, the change-of-control buyback offer provision). The indenture changes also include the proposed elimination the default provisions contained in the indenture that relate to such covenants and to modify the definition of the term "subsidiary" contained in the indenture to exclude entities organized in non-U.S. jurisdictions. Moll originally set Oct. 2 as the consent deadline and Oct. 17 as the expiration deadline (both subsequently extended). Moll initially said that noteholders would have four options: A) Tender their notes by the consent date (now extended to Nov. 30); holders of notes that are validly tendered and not withdrawn prior to the consent date would receive a payment of $200 per $1,000 principal amount of notes accepted for purchase, plus a consent payment of $2.50 per $1,000 principal amount, plus accrued and unpaid interest to the purchase date. B) Consent to the proposed amendments by the consent date without tendering; holders of in this category would receive the consent payment only. C) Decline to validly tender or consent; holders of notes in this category would not be eligible to receive the purchase price or the consent payment. Moll also originally offered a fourth option D) (which is now no longer viable because the consent and tender offer deadlines are the same) - Tender the notes after original Oct. 2 consent date, but by the original Oct. 17 expiration date; holders of notes validly tendered and not withdrawn after the consent date, but by the expiration date, would have been slated to receive the purchase price for notes that are accepted for purchase, plus accrued and unpaid interest, but no consent payment. Moll said that if more than $66.5 million principal of notes were validly tendered and not withdrawn on or prior to the expiration date, the company would accept notes on a pro-rata basis. Tendering notes will also constitute the delivery of a consent, even if the notes are not accepted for purchase because the offer is over-subscribed. Holders of notes validly tendered but not accepted due to over-subscription are to be paid the consent payment. Tenders may be withdrawn at any time on or prior to the expiration date. Consents could be withdrawn at anytime prior to receipt of the requisite consents (defined as the receipt of consents from a majority of holders of outstanding notes) and the resultant execution of the supplemental indenture. Moll announced on Oct. 11 that holders representing a majority of the outstanding principal amount of the notes had agreed to deliver their consents to the proposed amendments. The company further said at that time that the proposed indenture changes had been amended to remove the reference to that section of the indenture which required it to offer to repurchase the notes at a price of 101% of principal in the event of a change of control, which was supposed to have been eliminated along with other restrictive indenture provisions. Therefore, it said, notwithstanding the receipt by the company of the requisite consents and the execution of a supplemental indenture incorporating proposed indenture changes, holders of the notes would continue to have the protection of the change-of-control covenant of the indenture. The offer is conditional on closing of requisite financing, the now-fulfilled condition of receipt of requisite consents to the proposed amendments and other customary conditions. Banc of America Securities LLC (704 388-2842 or 888 292-0070) is the exclusive dealer manager for the offer. D.F. King & Co., Inc. (212 269-5550 or 800 207-3155) is acting as information agent. State Street Bank and Trust Co. is the tabulation agent.

COLOR SPOT NURSERIES, INC. (Ca) said Nov. 20 that it had completed its previously announced exchange offer and consent solicitation for all of its $100 million of outstanding 10½% senior subordinated notes due 2007. The offer expired as scheduled at 2:30 p.m. ET on Nov. 20 without further extension, at which time all of the outstanding notes had been tendered to the company. AS PREVIOUSLY ANNOUNCED, Color Spot, a Pleasant Hills, Calif.-based wholesale nursery chain, announced Nov. 5 that it had extended the expiration of its offer, which had originally been set for that date (the expiration was subsequently extended several times) The exchange offer was being carried out to implement a financial restructuring previously agreed upon by the company and a majority of its bondholders, involving the conversion of a substantial portion of its current notes into preferred stock. Color Spot said Wednesday (Nov. 20) that it had closed the financial restructuring, and had concurrently closed a two-year renewal of its existing senior secured credit facility with its senior lender, Fleet Capital Corp.

TEMPLE-INLAND INC. (TIN) (Baa2/BBB) said Nov. 19 that it had extended the expiration deadline of its previously announced tender offer for the outstanding 9 3/8% senior notes due 2007, the 9¾% senior notes due 2007 and the 9 7/8% senior subordinated notes due 2008 of GAYLORD CONTAINER CORP. (GCR) (senior at Caa2/CCC+; subordinated at Caa3/CCC) to midnight ET on Nov 30 from Nov. 16 previously. It also concurrently extended the expiration deadline for all of Gaylord Container's outstanding common shares. Temple Inland said that as of the previous expiration deadline, stockholders had tendered 49,455,515 common shares, or about 88% of the number outstanding (up from 47,864,374, or 86% previously). Debtholders had tendered $3.813 million of the 9 3/8% notes (unchanged from previously), $5.339 million of the 9¾% notes (up from $5.369,500), and $690,000 of the 9 7/8% notes (unchanged). During the extended tender period, ongoing discussions with the noteholders representing a majority of each series of the notes are continuing. AS PREVIOUSLY ANNOUNCED, Temple-Inland, an Austin, Texas-based maker of packaging materials, said Sept. 28 that it would acquire all of the outstanding junk bond debt of Gaylord, as part of its $786 million acquisition of the Deerfield, Ill.-based packaging materials maker. Temple-Inland said it would also tender for all of Gaylord's outstanding shares, and said certain outstanding bank debt and other senior secured debt obligations of Gaylord would be paid or otherwise satisfied. The $786 million figure assumes that all shares and all notes are tendered, and is broken down into approximately $100 million to purchase all of the shares at $1.80 per share, and approximately $686 million to acquire all the notes and to satisfy the bank debt and other senior secured debt obligations. The equity and debt tender offers were originally scheduled to expire on Oct. 26, but have since been extended; Temple Inland, which is also seeking the consent of the Gaylord noteholders to amending the notes' indentures to remove certain restrictive covenant and other Gaylord contractual obligations, initially set midnight ET on Oct. 12 as the consent payment deadline, but subsequently announced on Oct. 11 that it had also extended that deadline to Oct. 26; there was no subsequent announcement of any official extension beyond that date. The Temple Inland announcement followed a hearing on a motion for a temporary restraining order filed in the U.S. District Court for the Southern District of New York by Absolute Recovery Hedge Fund, LP and Absolute Recovery Hedge Fund, Ltd., and represented an agreement among the parties, including Temple-Inland, Gaylord and the notes trustee, State Street Bank and Trust Co., as defendants, plus the two Absolute funds. The court scheduled a hearing on a motion for a preliminary injunction for Oct. 23, but there was no immediate word on its outcome. Holders of the 9 3/8% and 9¾% senior notes tendering by the extended consent deadline would receive total compensation of $755 per $1,000 principal amount, including a $20 per $1,000 consent payment. Holders of the 9 7/8% senior subordinated notes would receive total consideration of $260 per $1,000 principal amount, including the $20 consent payment. The overall merger transaction between Temple-Inland and Gaylord is contingent upon Temple Inland receiving at least 90% of the outstanding amount of each series of the notes, with those notes having been validly tendered and not withdrawn prior to the expiration of the offer. The merger deal is also contingent upon, among other things, Temple-Inland getting at least two-thirds of the outstanding Gaylord shares, as well as regulatory approval and the satisfaction or waiver of customary closing conditions. This transaction is not conditioned upon financing, since Temple-Inland has received a financing commitment from Citibank, NA to fund its offer for all outstanding Gaylord Container shares and the notes, as well as to satisfy the bank debt and other senior secured debt obligations, and pay costs and expenses associated with the transaction. Gaylord's Board of Directors has unanimously recommended that its shareholders accept the Temple Inland offer and tender their shares. Deutsche Banc Alex. Brown and Rothschild Inc., acted as financial advisors to Gaylord. Salomon Smith Barney Inc. (800 558-3745) is acting as dealer/manager for Temple-Inland in connection with the tender offer for the notes. The information agent is D. F. King & Co., Inc. (bankers and brokers call 212 269-5550; all others call 800 549-6650). Computershare Trust Company is the depositary for both the share and the note tender offers.

WHX CORP. (WHX) (Caa3/CCC+) said Nov. 19 that it had begun a "modified Dutch auction" tender offer and consent solicitation for its outstanding 10½% senior notes due 2005. The offer will expire at midnight ET on Dec. 17, subject to possible extension, and tendered notes related consents may be withdrawn at any time at or prior to the expiration date. WHX, a New York-based metals producer with interests in diversified manufacturing and racetrack gaming, is offering 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 is 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 will 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 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 the holder. If the total principal amount of notes tendered at or below the purchase Price exceeds $123 million, all notes tendered at prices below the purchase price will be accepted, and then acceptances of notes tendered at the purchase price will be allocated on a pro-rata basis. WHX also said that it was soliciting noteholder consents to proposed indenture amendments which modify certain covenants. It said there would be no separate consent payment. Consents may not be delivered without tendering notes, and a tender of notes will be considered to be a concurrent delivery of a consent to the proposed indenture changes. WHX's obligation to accept for purchase and to pay for validly tendered notes is subject to various conditions, including the valid tender prior to the expiration date of at least a majority of the outstanding notes; the receipt of the requisite number of duly executed consents, not subsequently revoked, representing at least a majority of the outstanding notes, and the execution of a supplemental indenture incorporating the proposed amendments; 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 (the tender offer and consent solicitation will be financed from the proceeds of the Wheeling Downs transaction) and the satisfaction of certain other general conditions. Credit Suisse First Boston Corp. (800 237-5022, ext. 7675 or collect at 310 282-7675) is the Dealer Manager and Solicitation Agent; the information agent is Innisfree M & A Inc. (call toll-free at 888 750-5834; banks and brokers call collect at 212 750-5833) and Bank One, NA is the Depositary.

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