Dynegy tendering for 8 1/8% and 6 ¾% '05 notes and 7.45% '06 notes

New York, July 15 - Dynegy Inc. (B3/B) said that it would tender for all of three series of outstanding senior notes - its $300 million of 8 1/8% notes due 2005, its $150 million of 6¾% notes due 2005 and its $200 million of 7.45% notes due 2006. It will also seek noteholder consents to proposed indenture amendments that would eliminate several of the restrictive covenants and certain related provisions in the notes' respective indentures.

Dynegy, a Houston-based energy producer, set a consent deadline of 5 p.m. ET on July 24, and said the tender offer would expire at midnight ET on Aug. 8, with both deadlines subject to possible extension.

Dynegy is offering tender offer consideration of $1,000 per $1,000 principal amount of the 8 1/8% notes and $980 per $1,000 principal amount of 6¾% and 7.45% notes. All tendering holders will also receive accrued and unpaid interest to but excluding the date of purchase.

It added that holders validly tendering their notes by the consent deadline, and thus consenting to the proposed indenture changes, would be eligible to receive a $20 per $1,000 principal amount consent payment.

Dynegy said that completion of the tender offer and consent solicitation would be subject to the completion of proposed capital markets transactions the company announced concurrently with the tender offer, and the effectiveness of a proposed amendment to its credit facility, among other factors.

(Dynegy announced on July 15 that it planned to issue approximately $1.2 billion of second priority senior secured notes and approximately $300 million of convertible debentures in private placements, primarily to fund the tender offer and significantly reduce bank debt. In addition to the proceeds of the senior secured note and convertible offerings, existing cash on hand will also be used for this purpose. The company further said that it intends to restructure the existing $1.5 billion of its series B mandatorily convertible redeemable preferred stock held by a subsidiary of ChevronTexaco Corp., which will exchange the preferred stock for $225 million in cash, $225 million of newly issued Dynegy junior unsecured subordinated notes due 2016 and $400 million of newly issued Dynegy series C convertible preferred stock. Dynegy also said it would seek lender approval for the credit facility amendment, which would, among other things, permit the proposed capital markets transactions, the tender offer and consent solicitation and the Series B preferred stock restructuring.)

MacKenzie Partners, Inc. will be the information agent for the tender offer (call toll-free at 1-800-322-2885).

Foster Wheeler plans exchange for 9% trust preferreds

New York, July 15 - Foster Wheeler Ltd. filed a registration statement to exchange new preferred securities for its existing 9% trust preferred securities series I issued by FW Preferred Capital Trust I.

The Clinton, N.J. company said the purpose of the exchange and related consent solicitation is to reduce its debt, improve its overall capital structure and allow Foster Wheeler Holdings Ltd. to make dividend payments on the preferred shares while Foster Wheeler LLC continues to defer payments in respect of the trust securities that are not tendered in this exchange offer.

According to the registration statement, Foster Wheeler is offering to exchange new cumulative guaranteed preferred shares on a one-for-one basis for its existing 9% trust preferreds. There will be no payment for accrued dividends on the existing securities.

The company left blank the dividend rate on the new preferreds along with many other details about the exchange.

The guarantees on the new preferreds will ensure they rank senior to the trust preferreds and to Foster Wheeler Ltd.'s 6.5% convertible subordinated notes due 2007.

The company said it plans to pay dividends on the preferreds on a current basis.

No expiration date was set for the offer.

Foster Wheeler also said it is soliciting consents to amend the junior subordinated indenture and guarantee agreement relating to the 9.00% junior subordinated deferrable interest debentures underlying the trust preferreds. Among other things, the amendment will permit Foster Wheeler LLC to pay dividends to Foster Wheeler Holdings Ltd. even though Foster Wheeler LLC has elected to defer payments in respect of the trust securities. The payments have been deferred since Jan. 15, 2002.

The exchange is conditional on at least 85% of the trust preferreds being tendered.

The dealer manager for the exchange offer and the consent solicitation is Rothschild Inc.

http://www.sec.gov/Archives/edgar/data/1130385/000104746903024173/a2112589zs-4.htm

Sea Containers says bondholders tendered $22.5 million of expired '03 debt in exchange offer

New York, July 15 - Sea Containers Ltd. (B3/BB-) said that holders of its 9½% senior notes and 10½% senior notes, both of which matured on July 1, had subscribed to the company's previously announced exchange offer for those bonds in the amount of $22.5 million.

The exchange offer expired as scheduled at 5 p.m. ET on June 27 without further extension. Holders who participated in the exchange offer received new 13% senior notes due 2006 for their old bonds. The balance of the expiring senior notes - $136.6 million - was repaid.

Sea Containers, a Hamilton, Bermuda-based marine container lessor, passenger and freight transport operator, and leisure industry investor, also said that its separate, previously announced offer to exchange new 12½% senior notes due 2009 for its $99 million of outstanding 12½% senior subordinated debentures due 2004, is still open and an announcement of the acceptances would be made when the offer expires.

The exchange offer, which began on May 28 (although it was not publicly announced at that time) is scheduled to expire at 5 p.m. ET on July 23, subject to possible further extension.

Georgeson Shareholder Communications Inc., is the information agent for the 12½% debenture exchange offer (banks and brokers call 212 440-9800; U.S. debentureholders call toll-free 866 324-5897; and foreign debentureholders call collect at +44 207-335-8700).

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