ISPAT INTERNATIONAL NV (IST) (B3/B+) said Friday (Feb. 22) that it had extended its previously announced tender offer for its 10 1/8% senior structured export certificates due 2003. The offer, which was to have expired Feb. 22, will now expire at 5 p. m. ET on Feb. 28, subject to possible further extension. AS PREVIOUSLY ANNOUNCED, Ispat International, an international steel producer based in Rotterdam, the Netherlands, said on Jan. 25 that its Mexican operating subsidiary, ISPAT MEXICANA, SA de CV, (commonly known as "Imexsa") had begun an exchange offer for all of the outstanding 10 1/8% certificates issued by IMEXSA EXPORT TRUST No. 96-1. The exchange offer was originally slated to expire at 5:00 p.m. ET, on Feb. 22, although this deadline has now been extended. Under the terms of the exchange offer, Imexsa offered to exchange its 10 1/8% senior notes due 2008 for the Imexsa export certificates. The senior notes will be fully and unconditionally guaranteed by Ispat on a senior unsecured basis. Ispat said the exchange offer is conditioned upon the holders of at least 95% of the Imexsa senior certificates having validly tendered them and not withdrawn them prior to the expiration date and upon the other terms and conditions set forth in Imexsa's Offering Memorandum and Consent Solicitation Statement dated Jan. 24. Ispat further said that Imexsa was soliciting consents from holders of the senior certificates to amend the agreements governing them. Holders tendering their senior certificates in the exchange offer must also deliver consents, which may not be withdrawn after the earlier of either a) the expiration date, or b) whenever the requisite consents required to amend the agreements governing the senior certificates are received. Dresdner Kleinwort Wasserstein (212 969-2700, ask for Mark Hootnick) is the dealer manager and solicitation agent, and D.F. King & Co., Inc. (800 847-4870, ask for Tom Lang) is the information agent for the exchange offer.

TEMPLE-INLAND INC. (TIN) (Baa2/BBB) said Friday (Feb. 22) that it had extended the deadline on its previously announced tender offer and related consent solicitation related to the 9 3/8% and 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), and had amended the terms of the offer to lower the minimum note tender condition. The offer, which was to have expired on Feb. 21, has now been extended to midnight ET on Feb. 28. The minimum note-tender condition for the 9 7/8% notes has been lowered to 82.6% of the aggregate principal amount of the outstanding notes, from 90% earlier. Temple-Inland further said that it has been advised by the depositary for the offer that as of 6 p.m. ET on the previous expiration date, noteholders had tendered $206.668 million of the 9 7/8% notes, or 82.6% of the outstanding amount; with the lowering of the minimum tender requirement for the notes, as outlined, Gaylord said that all of the minimum note tender conditions of the offer had been fulfilled - the depositary also reported that $198.637 million of the 9 3/8% notes, or approximately 99.3% of the outstanding amount, had been tendered by the old Feb. 21 deadline, as had been $221,642,500 (approximately 98.5%) of the outstanding 9¾% notes, both in excess of the minimum tender condition. Temple-Inland also said 46,322,493 Gaylord shares, or 82.7% of the amount outstanding, had been tendered under a separate but concurrent equity tender offer, exceeding the two-thirds minimum tender threshold. AS PREVIOUSLY ANNOUNCED, Temple-Inland, an Austin, Tex.-based maker of packaging materials, said on Jan. 21 that it had launched a new tender offer for the outstanding Gaylord 9 3/8%, 9¾%, and 9 7/8% notes, and also launched a new tender offer for Gaylord's common shares, as part of a renewed effort to acquire Gaylord, a Deerfield, Ill.-based packaging materials maker, which has agreed to the revised bid terms (Temple-Inland had announced Sept. 28 that it would acquire all of Gaylord's outstanding junk bond debt and its shares in order to acquire the company in a $786 million deal, but it was forced to admit on Jan 8 that the planned acquisition would not take place due to a lack of participation by the noteholders and the resulting failure to meet the minimum tender condition). In its Jan. 21 announcement of the new tender offer, Temple-Inland said the stock and debt tenders would be cross-conditional, and would expire on Feb. 19, although the deadline was subsequently extended. Assuming that all shares and notes are tendered, the total consideration for the transaction is approximately $847 million, consisting of about $65 million to acquire the Gaylord shares at $1.17 per share, and around $782 million to acquire all of the notes, and to satisfy Gaylord's outstanding bank debt and other senior secured debt obligations. Temple-Inland said one of its subsidiaries is tendering for the public debt and soliciting noteholder consents to proposed indenture changes that would eliminate certain restrictive covenants and other contractual obligations of Gaylord. It set a purchase price of $900 per $1,000 principal amount for Gaylord's 9 3/8% and 9¾% senior notes and $400 per $1,000 principal amount for Gaylord's 9 7/8% notes, an increase from the prices it offered in its earlier tender offer, which was allowed to expire on Jan. 7 due to lack of sufficient noteholder participation. Except for the increased noteholder consideration, the material terms of the new offer are essentially unchanged from those of the previous offer. The merger deal is contingent upon, among other things, Temple-Inland getting at least 90% of each series of the outstanding bonds and two-thirds of the outstanding Gaylord shares (although the minimum-tender requirement was subsequently lowered for the 9 7/8% notes), as well as regulatory approval and the satisfaction or waiver of customary closing conditions. In announcing the revised tender offers and the new merger agreement on Jan. 21, Temple-Inland also noted that the transaction - just like the previous merger arrangement had been - is not conditioned upon financing, since Temple-Inland has received a financing commitment from Citibank, NA, to fund its offer for all outstanding Gaylord 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. On Jan. 31, Temple-Inland said that as of 5 p.m. ET on Jan. 30, it had received tenders and the accompanying consents to proposed indenture changes from the holders of at least a majority of all three series of the Gaylord notes being tendered for. It said that with the consent condition of the offer having now been met, and the notes' withdrawal deadline having passed, any notes which have been tendered or which may be tendered may not be withdrawn, and it added that the originally announced minimum note tender condition of the tender offer had not yet been achieved at that time. Gaylord said it intended to immediately execute supplemental indentures for the notes implementing the planned amendments, although these will not become operative until all of the validly tendered notes are purchased in the tender offer. The supplemental indentures also provide for a specific waiver of any change-of-control provisions in the indentures; the waivers for each respective note series will become operative immediately upon execution of the supplemental indentures. Deutsche Banc Alex. Brown and Rothschild Inc., acted as financial advisors to Gaylord. Reprising roles they filled during the original debt tender offer, Salomon Smith Barney Inc. (800 558-3745) is 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).

CONSECO, INC. (CNC) (B2/B) said Thursday (Feb. 21) that it had decided to tender early for all of the remaining outstanding public debt of its CONSECO FINANCE CORP. subsidiary not covered by its previously announced, and still pending, tender offer for Conseco Finance's 10.25% senior subordinated notes scheduled to come due on June 1. Conseco said in its fourth-quarter earnings release that it would tender at par for the $167 million of outstanding Conseco Finance 6.5% notes that are scheduled to mature on Sept. 26, and the $4 million of outstanding Conseco Finance 6.52% notes due 2003. Conseco set a tender date of April 12 for those notes, and said that this would give the noteholders the opportunity to review the audited financial statements in the 2001 10-K forms to be filed with the Securities and Exchange Commission by both parent Conseco and Conseco Finance. It estimated that the audits would be completed in March, and the 10-Ks filed on or about April 1. AS PREVIOUSLY ANNOUNCED, Conseco, a Carmel, Ind.-based insurer and financial services concern, began buying back portions of the $864 million of public debt maturing in 2002 ($450 for Conseco Inc. and $414 million for Conseco Finance as of June 30, 2001) in several transactions last year. It said on Oct. 30 that it had bought back $49 million of its public debt in the quarter ended Sept. 30, and another $75 million of debt during October ($124 million total). Conseco at the time did not elaborate as to whether those figures represented face amounts of repurchased debt, as turned out to be the case, or total figures it had spent to buy back more than face amount at a discount, nor did it specify which of its public debt issues it had repurchased. Conseco further reported on Dec. 6 that during the month of November, it had repurchased an additional $108 million of public debt scheduled to mature in 2002. The company said that $83 million of the newly repurchased debt had been issued by parent Conseco, while $25 million had been issued by Conseco Finance. Those repurchases, combined with the previously announced purchases of 2002 maturity debt, brought the total amount bought back in the third quarter ended Sept. 30 and the following two months to $232 million ($148 million from Conseco Inc. and $84 million from Conseco Finance), representing 27% of the two companies' debt which is to mature in 2002 and leaving outstanding at that time $632 million ($302 million from Conseco Inc. and $330 million from Conseco Finance). On Jan. 16, Conseco said that it had repurchased an additional $34 million of public debt maturing in 2002 since its last previous debt repurchase report to investors on Dec. 6, bringing the total amount of 2002 maturities retired early since June 30, 2001 to $266 million, consisting of $148 million for Conseco, Inc. and $118 million for Conseco Finance. All of the most recently retired debt had been issued by Conseco Finance. The total amount retired by the Jan. 16 announcement represents 30% of all Conseco and Conseco Finance public debt due in 2002. The company confirmed that these transactions all occurred at a discount to face value, but it did not disclose the average discount. According to the figures released by Conseco, a total of $598 million of Conseco Inc. and Conseco Finance public debt scheduled to mature in 2002 remained outstanding following the latest transactions, consisting of $302 million of Conseco, Inc. public debt in a single issue that matures in October, and $296 million of Conseco Finance public debt, approximately $125 million of which matures in June, with the balance (about $167 million) maturing in September and $4 million maturing next April. On Jan. 31, Conseco said that Conseco Finance had begun a tender offer for all of its $110.5 million of outstanding 10.25% notes. It said the outstanding principal amount did not include $23.7 million of the notes held by Conseco. The tender offer is scheduled to expire at 5 p.m. ET Mar. 1; the notes being tendered for will be purchased at par plus accrued and unpaid interest up to, but not including, the payment date. Conseco Finance intends to finance the tender offer with working capital, cash flow from operations and available credit facilities. The dealer manager for the tender offer is Lehman Brothers (call 212 528-7581 or toll-free at 800 438 3242). Georgeson Shareholder Communications, Inc. (800 223-2064) is the information agent.

ICN PHARMACEUTICALS, INC. (ICN) (Ba3/BB) said Thursday (Feb. 21) 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. The offer and consent solicitation is part of the company's previously announced restructuring plan, including a pending initial public offering of a minority interest in its wholly owned subsidiary, Ribapharm Inc. The tender offer is conditioned upon the completion of the Ribapharm offering. The tender offer expires at noon ET on March 21, while the consent solicitation portion expires 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 will 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 will be set no later than two full business days prior to the expiration of the offer (tentatively, the pricing date will be March 19). The total consideration will 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 Indenture as well as certain events of default) by tendering their notes by the consent deadline. Holders who tender their notes will be required to consent to the proposed amendments. The consent of holders of a majority of the outstanding notes is required for the proposed amendments to become effective, but the proposed amendments will not become operative until notes are purchased pursuant to the offer. Holders who tender their notes after the consent date will not be entitled to receive the consent fee. 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. UBS Warburg LLC (contact Raffaele Cimmino at 888 722-9555 or 203 719-8035) is acting as the dealer manager for the tender offer and the solicitation agent for the consent solicitation. Morrow & Co., Inc. in New York (800 754-8000) is the information agent for the offer.

CALL-NET ENTERPRISES INC. said Wednesday (Feb. 20) that it had negotiated a comprehensive recapitalization proposal with its major noteholders and shareholders, that would reduce Call-Net's debt by more than $2 billion. The Toronto-based provider of Canadian telecommunications services said it had received written acknowledgements of support for the proposal from the holders of more than 50% of its existing notes and from shareholders holding more than 38% of the outstanding stock, including Sprint Communications Company L.P. Call-Net said that under the proposal, all of its C$2.6 billion of senior notes (including its 9 3/8% and 10.80% notes due 2009) would be exchanged for US$377 million of new 10 5/8% senior secured debt due 2008, plus US $81.9 million in cash and 80% of the equity in the recapitalized Call-Net. The new notes being issued in place of the old would be secured by substantially all the assets of Call-Net and its subsidiaries, and would be non-callable through Jan. 1, 2006, other than in the event of a change-of control, in which case the company would be obligated to purchase the notes at 101% of principal amount. The equity portion of the noteholders' compensation would consist of 361,795,100 New Class B shares or the equivalent number of common shares if the holders of the notes provide a declaration to Call-Net that they are Canadian for the purposes of the Telecommunications Act. Existing Call-Net shareholders would retain the other 20% of the equity. The company will immediately consolidate the New Common and New Class B Shares on a one for 20 basis. Call-Net's Board of Directors called upon all securityholders support the proposal on the grounds that it would reduce the company's debt by more than $2 billion, normalizing its capital structure. It would also save approximately $485 million in cash interest costs over the next four years and retain approximately $200 million of cash and short-term investments within the company to fund the ongoing implementation of its business plan. Call-Net said further that details of the proposal would be provided in documents that are being distributed to the shareholders and noteholders. Under an interim order granted to Call-Net by the Ontario Superior Court of Justice on Feb. 20, separate noteholder and shareholder meetings have been scheduled for April 3 to approve a Plan of Arrangement under the Canada Business Corporations Act. Besides noteholder and shareholder approvals, implementation of the Plan of Arrangement is subject to the final approval of the Ontario Superior Court of Justice and receipt of all necessary regulatory and stock exchange approvals.

SWEETHEART CUP COMPANY INC. said Feb. 14 that it is soliciting the consent of registered holders (as of 5 p.m. ET on Feb. 13) of its $110 million of 10½% senior subordinated notes due 2003 to the merger The Fonda Group with and into Sweetheart, including a waiver of any default or Event of Default as defined under the notes' indenture that might result from the merger. The noteholders are also being asked to approve an amendment to the definition of "Change of Control" in the indenture which would substitute Dennis Mehiel (Chairman and Chief Executive Officer of both Sweetheart and Fonda) for American Industrial Partners Capital Fund, LP, and to make certain conforming changes. Sweetheart is offering to pay a $5 per $1,000 principal amount consent fee to noteholders who properly furnish and do not subsequently revoke their consents on or prior to the expiration date of the consent solicitation (5 p.m. ET on Feb. 28, subject to possible extension). Sweetheart is also offering to increase the annual interest rate on the notes from 10½% to 12% for all noteholders, provided certain conditions to the consent solicitation are satisfied. Once these conditions are satisfied, the notes will begin to accrue interest at 12% per annum as of March 1. Sweetheart said the consent to the merger with Fonda and the indenture amendment would require the consent of the holders of at least a majority of the notes outstanding as of the record date. Noteholders who do not consent to the Fonda merger and the the indenture amendment on a timely basis will not be eligible to receive the consent fee even though the consent to the merger and the amendment - if adopted upon receipt of the requisite consents - will be binding on them. Sweetheart also announced that in connection with the merger, it intends to enter into a new $235 million revolving credit facility with Bank of America, NA, as agent, which would replace Sweetheart's and Fonda's existing domestic revolving credit and term loan facilities. Bear, Stearns & Co. Inc. (Contact the Global Liability Management Group toll-free at (877 696-2327 is acting as solicitation agent for the consent solicitation. D.F. King & Co., Inc. (800 431-9642) is the information agent. AS PREVIOUSLY ANNOUNCED, Sweetheart, an Owings Mills, Md.-based maker of disposable foodservice and food packaging products, said on Sept. 18 that it was beginning a cash tender offer to buy all the outstanding 9½% senior subordinated notes due 2007 issued by THE FONDA GROUP INC., another manufacturer of disposable foodservice products with whom it was merging, and set 5 p.m. ET on Sept. 27 as the expiration deadline, subject to possible extension. Sweetheart said it was also conducting a consent solicitation to eliminate or amend certain restrictive covenants and other provisions in the related indenture. Sweetheart said it is making the tender offer and consent solicitation in connection with the proposed merger of Fonda into Sweetheart and the proposed offering by Sweetheart of $275 million principal amount of senior notes due 2007. Sweetheart offered $1,000 cash per $1,000 principal amount of the Fonda Notes, together with accrued and unpaid interest up to but not including the date of payment. It said that Holders tendering their Fonda notes would be deemed to have consented to the proposed amendments to the indenture; they could not tender their Fonda notes without consenting to the proposed amendments and could not consent without tendering their notes. The offer was conditioned on adoption of a supplemental indenture following the receipt of consents, consummation of the proposed merger of The Fonda Group, Inc., and certain other conditions. On. Oct. 1, Sweetheart announced that it was terminating its tender offer for the Fonda 9½% notes and the related consent solicitation, as some conditions of the tender offer had not been met. Jefferies & Co. (504 681-5721) was the information agent for the tender offer and consent solicitation and initial purchaser for the offering.

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