TENDERS

INSIGHT HEALTH SERVICES ACQUISITION CORP said Oct. 5 that it had extended the expiration date for its previously announced cash tender offer for INSIGHT HEALTH SERVICES CORP.'s (IHSC) (B3/B) 9.625% senior subordinated notes due 2008. The tender offer will now expire at 1700 ET on Oct. 17, instead of the previous Oct. 10 deadline, while the date on which the price to be paid for the securities will be determined will be Oct. 15 (rather than Oct. 5, previously), both subject to possible extension. AS PREVIOUSLY ANNOUNCED, Insight Health Services Acquisition, a special purpose vehicle formed to facilitate the $18 per share acquisition of IHSC, a Boston-based provider of diagnostic imaging services, by a group led by J.W. Childs Associates, said on Aug. 15 that it would tender for the 9.625% notes and solicit noteholder consents to proposed indenture changes, and set an original tender offer expiration date of 2359 ET on Sept 12 (since extended). It offered a $30 per $1,000 principal amount consent payment. It announced on Aug. 29 that 100% of the outstanding principal amount of the notes had been validly tendered and not withdrawn. Banc of America Securities LLC is the exclusive dealer-manager for the tender offer and consent solicitation. D.F. King & Co. Inc., is information agent.

FRESENIUS MEDICAL CARE AG (FMS) said Oct. 5 that its Fresenius Medical Care Capital Trust IV and Fresenius Medical Care Capital Trust V affiliates had extended the expiration dates of their respective exchange offers to the holders of their 7.875% dollar-denominated Trust Preferred Securities and 7.375% euro-denominated Trust Preferred Securities, both due 2011. The Bad Homburg, Germany-based worldwide provider of kidney dialysis services is offering to exchange up to $225 million aggregate liquidation amount of newly issued dollar-denominated securities and up to €300 million aggregate liquidation amount of newly issued euro-denominated securities, both registered under the Securities Act of 1933 for public trading, for a like amount of outstanding unregistered dollar-denominated securities which were sold June 6 primarily to U.S. investors under Rule 144A and a like amount of unregistered euro-denominated securities sold primarily to European investors in early June under Regulation S. The exchange offer for the dollar-denominated securities, which was originally supposed to have expired on Oct. 4, will now expire at 1700 ET on Oct. 19. The exchange offer for the euro-denominated securities, which also was to have expired on Oct. 4, will now expire at 1700 London time on Oct. 19. Commencement of the exchange offers was not previously publicly announced by the company. FMS said that as of the close of business on Oct. 4, approximately $223.26 million of the existing dollar- denominated securities had been received by the exchange agent for that offer, State Street Bank and Trust Company. Meanwhile, notices of deposits of approximately €291.489 million of the existing euro-denominated securities had been received by Deutsche Bank AG, London, the exchange agent for that offer. Fresenius said the terms of the newly issued dollar- and euro-denominated securities are identical in all material respects to the terms of the outstanding paper, except that both series of the new securities will not contain the minimum liquidation amount transfer restriction and certain other restrictions on transfer applicable to the existing securities, and will not contain certain provisions relating to an increase in the distribution rate which were included in the existing securities relating to the timing of the exchange offers. The exchange offers are being made for all outstanding securities from both series, and neither offer is conditioned upon any minimum liquidation amount of existing securities having been tendered.

STARTEC GLOBAL COMMUNICATIONS CORP. (STGC) said Oct. 5 that it had reached a preliminary and tentative agreement with certain of its bondholders on a plan to eliminate the entire $160 million of the Potomac, Md.-based Internet Protocol communications services provider's outstanding 12% senior notes due 2008. Under the terms of the proposed restructuring, which remain subject to change, the bondholders will exchange their bonds for cash, convertible cumulative non-voting preferred stock and warrants. Startec said the final agreement with the bondholders will require the participation of all, or substantially all, the holders of Startec's bonds in order to be effective and is subject to the approval of the company's current senior secured lenders. It said it is in the process of raising cash necessary for the transaction and other expenses by issuing stock purchase warrants and convertible preferred stock, and concurrently announced that it was requesting shareholder approval for an increase in its authorized common shares from 100 million to 300 million. The company's board of directors has recommended approval of the proposed increase in order to ensure the flexibility necessary to finalize and implement the proposed transactions. A special meeting of shareholders will be held on October 18, 2001, to vote on the board proposal.

THE AES CORP. (AES) said Oct. 4 that it had extended its previously announced tender offer for the outstanding 10.5% senior loan participation certificates due 2005 and 7.75% senior loan participation certificates due 2006 of EMPRESA ELECTRICA DEL NORTE S.A.(Caa1/CCC-), commonly known as Edelnor. That offer, which was to have expired on Oct. 4, has now been extended to 1700 ET on Oct. 18, subject to possible further extension. As of 1700 ET on Oct. 3, approximately $8.484 of the 2006 certificates had been tendered under the offer, and none of the 2005 certificates. AS PREVIOUSLY ANNOUNCED, Edelnor's outstanding certificates are currently the subject of two rival tender offers, by AES, an Arlington, Va.-based global power producer and by Electroandina International Inc., a Chilean electric utility jointly owned by Chile's state copper mining concern Codelco and Belgian-based Tractabel. Electroandina announced July 9 that it would offer to purchase all of Edelnor's $90 million of 2005 certificates and $225 million of the 2006 certificates at $325 per $1,000 principal amount plus accrued and unpaid interest, and set an original expiration deadline of 0900 ET on Aug. 7 (subsequently extended, most recently to Oct. 12, subject to possible further extension). Electroandina said its offer would be conditioned upon the valid tender of all of the outstanding notes, which represent pro-rata participation interests in all payments of principal and interest made in respect of loans of Edelnor. It would also be conditioned upon the acquisition for a price not to exceed $1 all of the shares of Edelnor owned by U.S.-based energy company Mirant Corp., which holds 82.3403% of Edelnor but which has said it intends to make no further investment in the money-losing company. On Aug. 6, AES announced plans to purchase the Edelnor certificates for $375 per $1,000 principal amount plus accrued and unpaid principal and interest through its Luna III Ltd. Cayman Islands limited liability company. It initially set a deadline of 2359 ET on Aug. 31 (subsequently extended, most recently to Oct. 18, subject to possible further extension), and set conditions, including the acquisition of all of the outstanding notes, and the acquisition by AES of all of Mirant's holdings for a purchase price of $1,000, plus the receipt of financing for the offer on acceptable terms. In response, Electroandina on Aug. 17 raised the price it was offering for the certificates to $380 per principal amount, plus unpaid interest. Electroandina has offered no figures on how many of the notes had been tendered under its own bid. Banc of America Securities LLC is dealer-manager for the AES offer and Mellon Investor Services is the information agent. J.P. Morgan is the dealer manager for the Electroandina tender offer and D.F. King & Co. is the information agent.

A/B INVESTMENT PARTNERS L.P. said on Oct. 4 that it had extended its previously announced tender offer and related consent solicitation for FLEETPRIDE INC.'s 12% senior subordinated notes due 2005. The offer, which was to have expired on Oct. 4, has now been extended to 1700 ET on Oct. 9, subject to possible further extension, as have the associated tender offer and withdrawal rights. A/B Investment Partners said that it would accept consents to proposed indenture amendments and to a waiver of any existing defaults from, and will pay the related consent fee to all holders of notes who validly deliver consents, and tender and do not withdraw such notes, prior to the new expiration date. As of the previous deadline, $4.075 million of the notes had been tendered. AS PREVIOUSLY ANNOUNCED, A/B Investment Partners, a Los Angeles-based affiliate of FleetPride (the nation's largest aftermarket distributor of heavy-duty truck parts, based in Deerfield, Ill.), said Aug. 22 that it had begun a cash tender offer for all of the $9.425 million of the FleetPride 12% notes that are outstanding and held by parties other than A/B Investment Partners and its affiliates, and also said that it was seeking noteholder consents to the proposed indenture amendments and the default waiver. It initially set the expiration for the offer for Sept. 20, and initially set the consent deadline at Sept. 6 (both since extended, subject to possible further extension). A/B Investment Partners set total consideration for the notes at $665 per $1,000 principal amount, plus accrued and unpaid interest up to, but not including, the tender offer acceptance date. The company said in addition, noteholders who properly deliver a consent prior to the consent expiration date and who do not validly revoke such consent will receive a $30 per $1,000 principal amount consent payment. Holders will be required to consent to the proposed amendments and the waiver in order to tender their notes and will correspondingly be required to tender their notes in order to consent to the proposed amendments. Credit Suisse First Boston Corp. is dealer manager for the tender offer and consent solicitation; D.F. King & Co., Inc. is the information agent, and BNY Western Trust Co. is the depositary.

BETHLEHEM STEEL CORP. (BS) (Caa1/B) said Oct. 1 that it had obtained the necessary commitments for amending its 10.375% senior notes due 2003 under its previously announced consent solicitation. It also said that it had obtained essentially all of the necessary commitments for a planned $750 million credit facility. BS said the consent solicitation payment is conditioned upon closing the new credit facility, and said it had extended this condition until Oct. 31. Bethlehem was also continuing to pursue other necessary consents. AS PREVIOUSLY ANNOUNCED, the giant Bethlehem, Pa.-based integrated steel producer said on Sept. 10 that it was seeking the consent of the holders of record (as of Sept. 7) of its 10.375% notes for the adoption of proposed amendments to certain indenture provisions. The proposed amendments would permit Bethlehem Steel to complete a new $750 million senior secured credit facility, which would provide BS with increased liquidity and greater financial flexibility. More specifically, the company said, the proposed amendments would allow Bethlehem to pledge as collateral for the new credit facility interests in certain non-principal steel plant assets and joint ventures currently subject to the Indenture's negative pledge covenant and allow Bethlehem's subsidiaries to guarantee the new credit facility. The proposed amendments would also allow Bethlehem to in the future incur an increased amount of debt and refinancing of debt during periods when it is otherwise unable to comply with the indenture's Consolidated Interest Coverage Ratio. Bethlehem said it would pay consenting noteholders $10 per $1,000 principal amount consent fee, and initially set the expiration deadline as Sept. 21. Bethlehem said on Sept. 24 that it had received the necessary consents, and at that time had extended the solicitation until 1700 ET on Sept. 26 to allow the remaining investors time to fully evaluate the offer. There was no subsequent official announcement of any further extension. All other elements of the consent solicitation remained the same. Salomon Smith Barney was the solicitation agent, while Mellon Investor Services LLC was the information agent.

DERBY CYCLE CORP. said Oct. 2 that it and Lyon Investments BV had bought $14.171 million of the Stamford, Conn.-based bicycle maker's dollar-denominated 10% senior notes due 2008, and DM 15.318 million of its deutschemark-denominated 9% senior notes due 2008. The companies said in a Securities and Exchange Commission filing that all of the notes were purchased at par plus accrued interest under a previously announced offer to purchase which closed Sept. 27. Following those transactions, the companies said, $85.829 million of the dollar-denominated notes and DM 94.682 million of the deutschemark-denominated notes remain outstanding.

TRANSCANADA PIPELINES LTD. said on Sept. 28 that it would exercise its right to redeem all of its US $200 million of outstanding 8.50% junior subordinated debentures. The Calgary-based natural gas pipeline operator plans to redeem the debentures on Nov. 7 at a price of US $25.2125 per US $25.00 principal amount, which includes accrued and unpaid interest up to the redemption date. The redemption transaction is being handled through The Bank of New York.

GB PROPERTY FUNDING CORP, GB HOLDINGS INC. and GREATE BAY HOTEL & CASINO INC. Said Sept. 28 that they had extended the deadline on their previously announced solicitation of indenture consents from the holders of the 11% first mortgage notes due 2005 issued by THE SANDS HOTEL. The Atlantic City, N.J.-based hotel and gaming operator said the solicitation, which had been scheduled to expire on Oct. 8, will now expire at 1700 ET on Oct. 11, subject to possible further extension.

INTERNET CAPITAL GROUP, INC. (ICGE) said Sept. 28 that it had begun a "modified Dutch auction" cash tender offer for a portion of its approximately $571.429 million 5.5% convertible subordinated notes due 2004. The Wayne, N.J.-based Internet e-commerce company said it would purchase up to $200 million of the notes, or 35% of the outstanding principal amount, at a price to be determined within a range of $200 to $250 per $1,000 principal amount. The offer will expire at midnight ET on Oct. 29, subject to possible further extension, and tendered notes may be withdrawn at any time prior to the expiration date. ICGE said that the funds required to consummate the Offer will come from its available cash. Under the "modified Dutch auction" procedure, (subject to the terms and conditions of the offer), it will accept tendered notes in the order of the lowest to the highest tender prices specified by tendering holders within the price range, and will select as its purchase price the single lowest price that will enable the company to purchase the offer amount (or, if less than the offer amount, all of the tendered notes). Internet Capital Group will pay the same purchase price for all notes that are tendered at or below the purchase price, upon the terms and subject to the conditions of the offer, including the proration terms. In the event that the amount of notes tendered by the expiration date at or below the purchase price exceeds the amount the company is offering to buy, Internet Capital Group will accept for payment any notes tendered at or below the purchase price on a pro-rata basis. The offer is not conditioned on a minimum principal amount of notes being tendered. Consummation of the offer for the notes is subject to certain conditions described in the official Offer to Purchase. Credit Suisse First Boston Corp. is dealer manager, D.F. King & Co., Inc. is the information agent, and Chase Manhattan Trust Co. N.A. is the depositary in connection with the offer.

ATRIX LABORATORIES, INC. (ATRX) said Sept. 25 that the company has rescinded its previously announced notice of intent to redeem the remainder of its 7% convertible subordinated notes due 2004. ATRX cited the impact which the events of Sept. 11 had had on the financial markets in explaining its reasons for the recision. It said a notice of rescission has been given to the trustee for the notes. AS PREVIOUSLY ANNOUNCED, Atrix, a Fort Collins, Colo.-based pharmaceutical company, said Sept. 5 that it would call for redemption the remaining $7.3 million of the $50 million in convertible subordinate notes originally issued in November, 1997. It set Oct. 22 as the redemption date, but it did not publicly announce a redemption price. It said the notes called for redemption could be converted into shares of the company's common stock at any time, until the day prior to the date of redemption, at a conversion price of $19 per share.

THE HALLWOOD GROUP INC. (HWG) said Sept. 24 that it had begun soliciting consents from the holders of record (as of Sept. 4), to waive certain events of default contained in the indenture of its 10% collateralized subordinated debentures due 2005. The solicitation is to expire at 1700 ET on Oct. 19. The solicitation arises from events which resulted in its being prohibited by the indenture from making the quarterly interest payment which came due on July 31. The Dallas-based energy company said that if the holders of a majority of the outstanding debentures consent to the waivers and direct the securities' trustee (Bank One N.A.) to rescind and annul the previously announced acceleration of the notes, and if HWG complies with the other provisions of the indenture, including paying all amounts due and payable to the holders of the debentures and the trustee, the acceleration will be rescinded and annulled. Hallwood said that since its inception, it had made all interest payments on the debentures on a timely basis (save for July 31), and said that it intends to make all future quarterly interest payments when due and the full principal payment at the maturity date (July 31, 2005). Although the company was prohibited from making the July 31 payment, it is prepared to deposit those funds and all amounts due and owing to the trustee and its counsel with the trustee and additional funds to pay interest due through the expiration date of the solicitation period for immediate payment to the bondholders. Hallwood said that its financial condition has been significantly strengthened by the May, 2001 all-cash sale of its investment in Hallwood Energy Corp. for $25.5 million. It further said that it repaid the $14.1 million outstanding balance on its senior secured term loan with a a portion of the sale proceeds. Hallwood Group additionally said that it currently has $12 million of cash on deposit, of which $6.3 million is restricted (as described in the solicitation materials). It said that in addition to the improved overall financial strength of the company, the debentures continue to be collateralized by a subordinated lien on the stock of the company's Brookwood Companies Inc. subsidiary. The Herman Group, L.P. is the solicitation agent.

WESTPORT RESOURCES CORP. (WRC) said Sept 21 that it had redeemed its 10.5% senior subordinated notes due 2006 on Sept. 20. Those notes had originally been issued by CODA ENERGY INC., and were assumed by WRC through its merger with BELCO OIL & GAS INC. last August. The Denver-based independent oil and gas exploration and development company said the notes were redeemed at a price of $1,052.50 per $1,000 principal amount, for a total amount of $114.7 million, plus accrued interest of $5.3 million. Westport funded the redemption from its revolving credit facility.

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