HYLSAMEX, SA DE CV and its subsidiary HYLSA, SA DE CV (Caa3/B-) said Monday (April 22) that the company had received tenders of approximately $153 million in principal amount of its outstanding 9¼% notes due 2007, which to be exchanged for a like amount of new 10½% notes due 2010, thus satisfying a key condition of the exchange offer (that it receive the tenders of at least 50% of the outstanding notes, and the consent of the holders of at least a majority of the notes to proposed indenture changes and a default waiver.) Hylsa said that although these conditions have now been satisfied, it would extend the expiration deadline of the offer to 11:59 p.m. ET on May 16 from the originally announced April 19, and would likewise extend the period during which holders could receive the consent and exchange payment until 5:00 p.m. ET on April 30. Notes tendered and consents delivered by the now-passed original expiration deadline (at 11:59 p.m. ET on April 19) may not be withdrawn or revoked. AS PREVIOUSLY ANNOUNCED, Hylsa, a Monterrey, Mexico-based steelmaker, said on March 25 that it was beginning an offer to exchange the new 10½% notes for its $300 million of outstanding 9¼% notes. It said the new notes would be given to holders of an equal par amount of the old notes on a 1-for-1 basis. Hylsa also announced that it would solicit noteholder consents to proposed indenture amendments on the existing notes and a waiver of past defaults under the indenture. It set 5 p.m. ET on April 11 as the consent deadline and set 11:59 p.m. ET on April 19 as the tender offer deadline, both of which were subsequently extended. Hylsa said that 9¼% noteholders tendering their notes by the consent deadline (and not subsequently withdrawing them) would receive a $10 per $1,000 principal amount consent and exchange payment. It said that noteholders could also choose to consent without tendering their notes, in which case they would receive a $5 per $1,000 principal amount consent payment. The company said the exchange offer would be subject to certain conditions, including the receipt of at least 50% of the outstanding notes; consents from the holders of at least a majority of the notes to the proposed amendments and waiver; and consummation by Hylsa of an overall restructuring of its outstanding debt, as well as other customary conditions. On April 12, Hylsa said that it had gotten consent of the holders of a majority of the outstanding 9¼% notes to the proposed indenture amendments and default waiver, a key condition to the overall exchange offer, and also announced that it would amend the terms of the offer so that it would pay the full $10 per $1,000 principal amount consent and exchange payment to all holders tendering their notes before the expiration of the exchange offer. It said that holders who previously consented to the proposed amendments and waiver, but who did not tender their notes, could tender their notes by the expiration deadline and still and receive the full consent and exchange payment, rather than the $5 consent payment). It said that notes tendered and consents delivered by the now-passed April 11 consent deadline could not be withdrawn or revoked. MacKenzie Partners, Inc. (call 800 322-2885 or call collect at 212 929-5500) is the information agent for the exchange offer.

AZURIX CORP. (Ca/CC) said on Monday (April 22) that it would extend the consent deadline portion of its previously announced tender offer and related consent solicitation for its dollar-denominated 10 3/8% Series B senior notes due 2007 and 10¾% Series B senior notes due 2010 to 5 p.m. ET of April 23 from April 19 previously. Azurix - which has already received the requisite amount of tenders and consents from the holders of its sterling-denominated 10 3/8% Series A and B senior notes due 2007 - said the expiration deadline for the tender offer for all of the notes would remain 5 p.m. ET on May 3, subject to possible extension. AS PREVIOUSLY ANNOUNCED, Azurix - a Houston-based water utility wholly owned by Enron Corp. - said on April 2 that it had begun on April 1 a cash tender offer for the dollar-denominated 10 3/8% and 10¾% notes, as well as its outstanding sterling-denominated 10 3/8% Series A and Series B senior notes due 2007, plus a related solicitation of consents to proposed indenture changes. Azurix said the tender offer was undertaken in conjunction with its sale of Wessex Water Ltd. to a subsidiary of YTL Power International Bhd. Azurix is soliciting consents from the holders of these notes to amendments to the indenture governing these notes to permit the sale of Wessex without complying with the existing provisions and to eliminate certain covenants, restrictions and events of default, and a waiver of the timely filing of certain financial and other information. It set an expiration deadline for the offer at 5:00 p.m. ET on May 3, subject to possible extension, and initially set a consent deadline of 5 p.m. ET on April 15, which was subsequently extended. The company set a total purchase price for the notes of 88% of par (i.e., $880 per $1,000 principal amount, including a consent payment of 1.5% of par ($15 per $1,000 principal amount), plus accrued and unpaid interest to - but not including - the date of payment. The offer is conditioned on the registered holders of at least a majority of each series of the notes consenting to the proposed changes, with the Series A and Series B sterling-denominated notes together constituting one series. On April 15, Azurix announced that it had received tenders and consents from holders of a majority of its outstanding sterling-denominated 10 3/8% Series A and Series B notes. Azurix said that it had not yet received tenders and consents from holders of a majority of the holders of its dollar-denominated 10 3/8% and 10¾% notes, and was therefore extending the consent deadline to 5 p.m. ET on April 17, which was subsequently further extended. The tender offer deadline remained unchanged. Azurix also confirmed that its corporate parent, Enron Corp., had filed a motion with the United States Bankruptcy Court before which its chapter 11 proceeding is pending, to approve votes by its subsidiaries and employees in favor of Azurix's proposed sale of Wessex Water Ltd. A hearing on this motion is scheduled for May 2. Salomon Smith Barney (call 800 558-3745) is acting as dealer manager of the tender offer. Mellon Investor Services (call 866 293-6625) is the information agent.

ASSOCIATED MATERIALS INC. (SIDE) (B3/B) said Friday (April 19) that it had completed its previously announced cash tender offer to purchase all of its $75 million outstanding principal amount of its 9¼% senior subordinated notes due 2008, which expired as scheduled at midnight ET on April 18 without extension. The company said that as of that expiration deadline - based on preliminary information - $74.012 million of the notes were validly tendered and not withdrawn, and all of them were accepted by Associated Materials for purchase. It said the settlement of the tender offer was expected to take place on April 19. AS PREVIOUSLY ANNOUNCED, Associated Materials, a Dallas-based building products company, said on March 22 that it had begun a tender offer and related and consent solicitation for its outstanding 9¼% notes. The company said the tender offer would expire at midnight ET on April 18, with the purchase price for the notes to be set at 2 p.m. ET on April 16 (both dates subject to possible extension), based upon a 50 basis point fixed spread over the yield at that time of the reference security, the 4¼% U.S. Treasury note due March 31, 2003. Holders tendering their notes would be required to consent to the proposed indenture changes, that would eliminate or modify most of the restrictive covenants contained in the notes' indenture and that would amend certain other provisions of the indenture. Those doing so by tendering their notes by the April 4 consent deadline (subject to possible extension) would be eligible to receive a $20 per $1,000 principal amount consent payment as part of their compensation. The company said tendered notes and consents could not be withdrawn after April 4. Holders of notes tendered after that date would not receive a consent payment. All holders are to additionally receive accrued and unpaid interest up to, but not including, the payment date. Associated Materials said the tender offer is part of a recently announced transaction, under which Harvest Partners Inc. will take it private. Under the terms of the merger agreement which the company executed on March 16 with Associated Materials Holdings Inc. - formerly known as Harvest/AMI Holdings Inc. - and Simon Acquisition Corp., a wholly owned subsidiary of Associated Materials Holdings Inc., Simon Acquisition Corp. has commenced a tender offer for all outstanding Associated Materials common shares. It said completion of the note tender offer would be subject to certain conditions, among them being the purchase by Simon Acquisition of a majority of the company's common stock on a fully diluted basis in the share tender; the receipt of consents from holders of at least a majority of the principal amount of the outstanding notes; and the receipt of new financing, the proceeds of which would be used to fund the tender offer and consent solicitation. Associated Materials said on April 5 that as of 5 p.m. ET on April 4, it had received consents and tenders from registered holders representing more than 98% of the outstanding principal amount of its 9¼% notes. It said it planned to promptly execute - along with the notes' trustee - a supplemental indenture reflecting the proposed indenture amendments, which will become operative if and when Associated Materials purchases at least a majority of the outstanding notes upon completion of the offer. It said that holders of untendered 9¼% notes would be bound by the amendments if and when the amendments became operative. On April 16, Associated Materials announced that the price to be paid on its tender offer would be $1,078.20 per $1,000 principal amount. Noteholders who tendered their 9¼% notes and provided their consents to the proposed indenture amendments by the now-expired April 4 consent deadline will also receive the $20 per $1,000 principal amount consent payment, in addition to the tender offer consideration. The payment date was expected to be April 23. The company said the tender offer consideration would be recalculated if Associated Materials were to extends the expiration deadline of its tender offer. On April 18, Simon Acquisition Corp. - soon to be merged into Associated Materials, Inc. as part of the latter's acquisition, was heard by syndicated sources to have sold $165 million of 10-year senior subordinated notes in the Rule 144A market, with proceeds expected to be used to fund the redemption of the 9¼% notes. UBS Warburg LLC was the dealer manager for the tender offer and solicitation agent for the consent solicitation (contact Ralph Cimmino or David Knutson at 888 722-9555 or 203 719-8035/1575). The information agent was Morrow & Co., Inc. (call 800 654-2468).

DAVITA INC. (DVA) (B2/B-) said on Friday (April 19) that it had extended its previously announced tender offer for all of its 9¼% senior notes due 2011 and the separate, but concurrent offer to purchase a portion of its common shares. The note tender offer, which was to have expired on April 19, will now expire at 9 a.m. ET on April 26, with the consideration for the note tender to now be determined on April 23, both subject to possible further extension. The equity tender offer, which also was to have expired on on April 19, has now been extended to 9 a.m. ET on May 3. DaVita additionally said that the financing conditions to its offers to purchase the notes and the shares have now been satisfied as a result of the company's receipt of the commitments from its lenders for the funds necessary to purchase the shares and the notes, thus requiring DaVita to extend the note and share tender offer deadlines as outlined, according to regulations in the Securities Exchange Act of 1934. DaVita further announced that in connection with the equity tender, it would increase the price at which it will purchase the shares to within a $22 to $26 per share range (from a $20 to $25 range previously); it meanwhile reduced the maximum number of shares it plans to purchase to 20 million from the originally announced 24 million shares. The depositary for the equity offer has advised DaVita that as of April 18, all of the notes - but only approximately 53,000 of the common shares - had been validly tendered by their holders under the respective tender offers and not withdrawn. AS PREVIOUSLY ANNOUNCED, DaVita, a Torrance, Calif.-based provider of kidney dialysis services, said on March 15 that it was planning to repurchase up to 25 million shares of its common stock and any or all of its outstanding 9¼% notes, and said that it expected to enter into a new senior credit facility to finance these repurchases. It said the note repurchase would be made through a tender offer that would begin on March 20, but it did not initially announce an expiration deadline. The company said its tender offer would consist of the offer to purchase, subject to the funding of the new senior credit facility and other conditions to be set forth in the tender offer documents, of the outstanding notes at a price to be determined by reference to a fixed spread over the yield to maturity of certain U.S. Treasury Notes, plus accrued and unpaid interest up to, but not including, the date of payment for the notes. In connection with the note tender offer, DaVita said it would seek consents from the holders of the notes to amend the indenture governing the notes by eliminating substantially all restrictive provisions. Only holders of the notes consenting to the proposed amendments by validly tendering their notes as of the consent date would be eligible to receive the consent payment, unless DaVita were to extend that date. DaVita meanwhile said that the stock repurchase would also be made through a tender offer that would begin on March 20. The equity tender offer would not be contingent upon any minimum number of shares being tendered, but would be contingent upon the funding of the new senior credit facility and the completion of the tender offer for the notes and receipt of the requisite consents. Davita said it would be sending out materials on the separate tender offers shortly, and that stockholders would be able to obtain the offer to purchase and related materials with respect to the stock tender offer for free at the Securities and Exchange Commission's website at www.sec.gov. On March 21, DaVita said that it had begun its tender offer for any or all of its outstanding 9 ¼% notes, and the related solicitation of noteholder consents to proposed indenture changes, as well as a separate, but concurrent equity tender offer up to 24 million shares of its common stock (an amount subsequently reduced). DaVita said the tender offer for the notes would expire at 9 a.m. ET on April 19, which was subsequently extended. The notes would be purchased at a price based on a fixed spread of 87.5 basis points over the yield to maturity of the reference security, the 4 5/8% U.S. Treasury Notes due May 15, 2006, three business days prior to the expiration date of the tender offer (the tentative pricing date would thus be April 16, although this too was subsequently extended). Holders would also receive accrued and unpaid interest up to, but not including, the date of payment for the notes. The purchase price is to include a $20 per $1,000 principal amount consent payment, to be made to those holders who consent to amending the notes' indenture by eliminating certain restrictive provisions by validly tendering their notes by the (now-passed) consent deadline of 5 p.m. ET on April 4, subject to possible extension. Tendered notes might not be withdrawn and consents might not be revoked after that deadline, except in certain limited circumstances. Completion of the tender offer and consent solicitation is conditioned upon the (now-fulfilled) requirement of DaVita's expected entrance into a new senior credit facility to finance the repurchase. DaVita said on April 5 that it had received the requisite consents from the holders of the 9 ¼% notes to the proposed indenture amendments by the consent deadline of 5 p.m. ET on April 4. On April 17, DaVita announced the consideration to be paid in note tender offer, setting it at $1,157.95 per $1,000 principal amount of notes, plus the consent payment of $20 per $1,000 principal amount for the holders of notes who tendered by the now-passed consent deadline of midnight ET on April 4, and at $1,137.95 per $1,000 principal amount for noteholders of notes who tendered after the expiration date of the consent solicitation period, although with the extended expiration deadline, the tender offer consideration and the total consideration are to now be recalculated as noted. DaVita further said that the supplemental indenture incorporating desired changes had been executed on April 16, after DVA received consents to the proposed amendments holders of a majority of the aggregate principal amount of the notes. Credit Suisse First Boston Corporation (call the Liability Management Group, at either 212 538-8474 or 800 820-1653) and Banc of America Securities LLC (call 704 388-9217 or 888 292-0070) will serve as the dealer managers for the notes tender offer; Georgeson Shareholder (call 866 800-0507) will serve as the information agent and The Bank of New York will serve as the Depositary. In the concurrent equity tender offer also announced by DaVita, the company initially said it would buy back up to 24 million shares via a "modified Dutch Auction" process (an amount subsequently reduced to 20 million shares). Under terms of the "modified Dutch Auction" procedure, the purchase price was initially planned to be between $20 and $25 per share (subsequently raised to a $22-26 per share range), net to the seller in cash, without interest (the closing sales price of DaVita's common stock on March 14, the day prior to DaVita's announcement of its intent to commence the stock and note tender offers, was $22.92 per share). Based on the number of shares tendered and the prices specified by the tendering stockholders, DaVita said it would determine the lowest single price per share within the price range that would allow it to buy 24 million shares, (now 20 million shares) or, if fewer shares are tendered, to buy all shares tendered and not properly withdrawn. All shares purchased will be purchased at the same price. Only shares tendered at or below this price will be eligible for purchase by DaVita. If the number of shares tendered is greater than the number sought, purchases will be made on a pro-rata basis from stockholders tendering at or below the purchase price. The share tender offer was initially also set to expire at 9 a.m. ET on April 19, but was subsequently extended as noted. The "modified Dutch auction" tender offer will be contingent upon the now-satisfied condition of funding of DaVita's new senior credit facility and upon the completion of the tender offer for the notes. DaVita's directors and executive officers have advised that they currently do not intend to tender shares under the equity offer. Credit Suisse First Boston Corporation will serve as the dealer manager for the stock tender offer. Georgeson Shareholder (call 866 800-0507) will serve as the information agent and The Bank of New York will serve as the depositary.

SEAGATE TECHNOLOGY INTERNATIONAL INC. (Ba2/B+) said on April 15 that it was beginning a cash tender offer for any and all of its 12½% senior subordinated notes due 2007, as well as a related solicitation of noteholder consents to the adoption of certain proposed indenture amendments to the Indenture relating to the Notes. Seagate set the consent deadline for the offer at 5 p.m. ET on April 24, with the expiration at midnight ET on May 10, both dates subject to possible extension. Seagate, a Scotts Valley, Calif.-based maker of computer hard disk drives and storage media, said it would pay total consideration of $1,210 per $1,000 principal amount of notes validly tendered and not subsequently properly withdrawn, which would include a $40 per $1,000 principal amount tender payment for holders tendering their notes by the consent deadline, and thus consenting to the proposed indenture changes. Holders tendering after the consent deadline but before the expiration deadline would receive $1,170 per $1,000 principal amount as their consideration, but would not receive the consent payment. All tendering holders will additionally receive accrued and unpaid interest on their notes accepted for purchase up to, but not including, the payment date. Notes tendered by the consent deadline may be withdrawn at any time up to that deadline, but not afterward. Notes tendered after the consent deadline but on or before the expiration deadline may be withdrawn at any time on or prior to the expiration. The proposed amendments will apply to any and all notes that are not purchased under the offer, if and when the offer is consummated. Holders who desire to tender their notes must also consent to the proposed amendments, and noteholders may not deliver consents without tendering the related notes. They may also not revoke their consents without also withdrawing the notes tendered pursuant to the Offer. Seagate said the proposed amendments - if they are adopted by the noteholders - would (a) eliminate most of the restrictive covenants in the notes' indenture, including, without limitation, the covenants limiting the incurrence of indebtedness, restricted payments, transactions with affiliates, asset sales and dividend and other payment restrictions affecting subsidiaries; (b) would eliminate limitations on mergers, consolidations; (c) would eliminate certain events of default; and (d) would modify certain repurchase and defeasance provisions. Adoption of the proposed amendments requires the consent of holders of at least a majority of the outstanding Notes. Seagate said the tender offer and consent solicitation are being undertaken in connection with the repayment of all indebtedness outstanding under its existing credit agreement, dated Nov. 22, 2000, the termination of the existing credit agreement, and the closing, subject to the execution of definitive documentation, of a new credit facility or credit facilities by Seagate Technology HDD Holdings and Seagate Technology (US) Holdings, Inc., (affiliates of parent Seagate). The facility is being arranged by a bank group with JP Morgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc. and Morgan Stanley Senior Funding, Inc., as joint book managers and lead arrangers, and Morgan Stanley Senior Funding, Inc., as syndication agent; proceeds from facility will be used to refinance both the obligations outstanding under the notes and all the indebtedness outstanding under the current credit agreement. The tender offer is conditioned upon the receipt of the consents necessary to adopt the proposed amendments. The amendments will only become operative if a majority of the outstanding aggregate principal amount of notes are tendered and the offer is completed. The offer is also conditioned upon, among other things, the completion of the new credit facility and other financing. Morgan Stanley & Co. Inc. (call 877 445-0397) and J.P. Morgan Securities Inc. (call 800 245-8812) are acting as the dealer managers for the offer and the solicitation. The information agent for the offer and the solicitation is MacKenzie Partners, Inc. (call 212 929-5500 or 800 322-2885). The depositary for the offer and the solicitation is The Bank of New York.

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