Pegasus Media & Communications to redeem 12½% notes

New York, Aug. 5 - Pegasus Media & Communications, Inc. will redeem its 12½% senior subordinated notes due 2005 on Sept. 2.

The company, a subsidiary of Bala Cynwyd, Pa.-based Pegasus Satellite Communications, Inc., said it gave notice of the redemption on Aug. 1.

Pegasus Media currently has $67.9 million outstanding of the original $85 million principal amount of the notes.

The redemption price will be par plus accrued interest for a total of $69.3 million.

Avado buys back $11.2 million 9¾% notes

New York, Aug. 5 - Avado Brands, Inc. said it bought back $11.2 million of its 9¾% senior notes due 2006.

The Madison, Ga. restaurant operator paid $5.2 million for the notes plus $0.4 million of accrued interest.

Avado noted that it continues to closely manage its limited liquidity position and at June 29, $0.4 million was unused and available under its revolving credit facility.

Telefonica de Argentina completes exchange offer for own and Cointel notes

New York, Aug. 5 - Telefonica de Argentina SA said that its previously announced offer to exchange new debt plus cash for two outstanding series of its own notes and two outstanding series of notes issued by its holding company, Compania Internacional de Telecomunicaciones SA (Cointel), had expired as scheduled at 11:59 p.m. ET on Aug. 4, without further extension.

It said that as of that deadline, it had received tenders from the holders of $219 million of its 11 7/8% notes due 2004, or 73% of the $300 million outstanding aggregate principal amount.

It received tenders from the holders of $243 million of its 9 1/8% notes due 2008, or 65.9% of the $368.5 million outstanding amount.

It received tenders from the holders of $164 million of Cointel's 8.85% Series A notes due 2004, or 73% of the $225 million outstanding amount.

And it had received tenders from the holders of 31 million Argentine pesos of Cointel's 10 3/8% series B notes due 2004, or 17.7% of the Ps.175 million outstanding amount.

Telefonica has accepted for purchase all notes that were validly tendered before the expiration date. Settlement is expected to occur on Aug. 7 or as soon as practicable after that.

As previously announced, Telefonica, a Buenos Aires, Argentina-based telecommunications company, said on June 17 that it had begun its offer to exchange two new series of debt, plus a cash payment, for two series of its own existing notes, and to exchange new notes and cash for the two series of Cointel notes.

Telefonica said it was also soliciting proxies from the holders of the existing Telefonica and Cointel notes subject to the exchange offers, to amend or eliminate substantially all of the covenants and events of default contained in those notes.

The company set a proxy delivery deadline of 5 p.m. ET on June 30, which expired as scheduled, and initially said the various exchange offers would expire at 11:59 p.m. ET on July 15 (the latter deadline was subsequently extended several times).

Telefonica said it would offer those holders of its own existing $300 million of 11 7/8% notes due 2004 tendering their notes by the proxy delivery deadline $850 principal amount of newly issued 11 7/8% notes due 2007 and $150 in cash (including a $75 proxy payment) per $1,000 principal amount of existing notes tendered.

It offered existing 11 7/8% noteholders tendering after the proxy deadline $925 principal amount of newly issued 11 7/8% notes due 2007 and $75 in cash per $1,000 principal amount of existing notes.

Telefonica said it would offer those holders of its own existing $368.5 million of 9 1/8% notes due 2008 tendering their notes by the proxy delivery deadline $900 principal amount of newly issued 9 1/8% notes due 2010 and $100 in cash (including a $50 proxy payment) per $1,000 principal amount of existing notes tendered.

It offered existing 9 1/8% noteholders tendering after the proxy deadline $950 principal amount of newly issued 9.125% notes due 2010 and $50 in cash per $1,000 principal amount of existing notes tendered.

Telefonica offered those holders of Cointel's existing $225 million of 8.85% Series A notes due 2004 tendering by the proxy delivery deadline $850 principal amount of newly issued Telefonica U.S.dollar-denominated 8.85% notes due 2011 and $150 in cash (including a $75 proxy payment) per $1,000 principal amount of existing 8.85% notes due 2004 tendered

It offered existing 8.85% noteholders tendering after the proxy delivery deadline $925 principal amount of newly issued Telefonica dollar-denominated 8.85% notes due 2011 and $75 in cash per $1,000 principal amount of notes tendered.

And it offered those holders of Cointel's existing 175 million Argentine pesos of 10 3/8% peso-denominated Series B notes due 2004 tendering by the proxy delivery deadline the choice of EITHER the U.S. dollar equivalent of Ps.850 principal amount of newly issued Telefonica U.S. dollar-denominated 8.85% notes due 2011 (calculated using the forward exchange rate as described in the relevant prospectus related to the exchange offer) and Ps.150 in cash (including a Ps.75 proxy payment) OR Ps.850 principal amount of newly issued Telefonica peso-denominated Conversion Notes due 2011 and Ps.150 in cash, including a Ps.75 proxy payment), per Ps 1,000 principal amount of existing 10 3/8% notes tendered.

It offered holders of existing Cointel 10 3/8% notes tendering after the proxy delivery deadline EITHER the U.S. dollar equivalent of Ps.925 principal amount of newly issued Telefonica U.S. dollar-denominated 8.85% Notes due 2011, (calculated using the forward exchange rate as described in the prospectus), and Ps.75 in cash, OR Ps.925 principal amount of newly issued Telefonica peso-denominated Conversion Notes due 2011 and Ps.75 in cash per Ps 1,000 principal amount of existing 10 3/8% notes tendered.

Telefonica said the new Conversion Notes would be initially denominated in Argentine pesos and accrue interest at 10.375% until Aug. 1, 2004. Thereafter, the new Conversion Notes would be denominated in U.S. dollars and accrue interest at 8.85%.

The company further said that the principal amount of the new Conversion Notes would be converted from pesos into U.S. dollars at the average reference spot exchange rate quoted by the Argentine Central Bank for the last five available trading days ending on or prior to July 30, 2004.

Telefonica additionally said that its existing 9 7/8% notes due 2006 that were issued last year would not be part of the exchange offers.

The company also announced that it had agreed with its main indirect shareholder, Telefonica Internacional S.A., that immediately after the consummation of the exchange offer for the Cointel notes, Telefonica Argentina would transfer all of the acquired Cointel notes to Telefonica Internacional in exchange for a like reduction of Telefonic Argentina's short-term indebtedness owed to Telefonica Internacional. As a result of the proposed overall transaction, Telefonica Argentina would not be increasing its net debt position.

The company said that holders tendering their notes would receive any accrued and unpaid interest up to, but not including, the settlement date for the exchange offers for those existing notes.

The company said the exchange offers would be subject to customary conditions, including the requirement that 90% of the outstanding principal amount of each series of existing notes be validly tendered prior to the expiration date of the exchange offer (on July 23, Telefonica announced that it had waived the 90% minimum tender condition).

It said that none of the exchange offers would be conditioned upon the success of any other exchange offer.

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