DUANE READE INC. (DRD) (B2/B+) said Friday (May 17) that it has increased the purchase price in the tender offer for up to all of its outstanding $80 million 9¼% senior subordinated notes due 2008 and that it has extended the consent payment deadline. Duane Reade is now offering $1,083.50 per $1,000 principal amount of the notes, increased from $1,070 per $1,000 previously. Both figures include a $20 consent payment. The deadline for receiving the consent payment is now 5.00 p.m. ET on May 20, pushed back from 5.00 p.m. ET on May 17. Holders who have already tendered and who do not withdraw or revoke their consents will receive the higher price. AS PREVIOUSLY ANNOUNCED: Duane Reade said May 3 that it has begun a tender offer for all of its $80 million of outstanding 9¼% senior subordinated notes due 2008, as well as a related solicitation of noteholder consents to proposed indenture amendments. The New York-based drugstore chain set a consent deadline of 5 p.m. ET on May 17, and said the offer would expire at midnight ET on May 31, both dates subject to possible extension. Duane Reade said it would purchase the outstanding notes at a purchase price of $1,070 per $1,000 principal amount at maturity. The purchase price includes an consent payment equal to 2% of the principal amount (i.e. $20 per $1,000 principal amount), which will be paid only for notes validly tendered by the consent deadline. Payment for the tendered notes will be made in same-day funds on the first business day following expiration of the offer, or as soon thereafter as practicable. Goldman, Sachs & Co. (call 800 828-3182) will act as dealer manager for the offer. The Information Agent is Mellon Investor Services LLC (call 917 320-6286 or 800 932-6798), and the depositary is Mellon Investor Services LLC.

AZURIX CORP. (Ca/CC) said on Thursday (May 16) that it has extended its tender offer and consent solicitation. The expiration date is now 5.00 p.m. ET on May 20, pushed back from 5.00 p.m. ET on May 16. AS PREVIOUSLY ANNOUNCED: Azurix said on May 2 that it was extending the expiration deadline and increasing the purchase price in its previously announced tender offer and consent solicitation for its dollar-denominated 10 3/8% Series B senior notes due 2007 and 10¾% Series B senior notes due 2010 and for its sterling-denominated 10 3/8% Series A and B senior notes due 2007. The new price for the dollar notes will be $922.50 per $1,000 principal amount, while the company would likewise raise the purchase price for its sterling notes to £922.50 per £1,000 principal amount. The consent amount and consent payment deadline described in previous announcements and in the original Offer to Purchase and Consent Solicitation, are eliminated. Accordingly, if the tender offer is consummated, Azurix will pay the full 92.25% of par for notes tendered regardless of the date a holder tenders its notes and delivers the related consents, just as long as the tenders and consent deliveries occur before the expiration date (Azurix also said it was extending the expiration date of the tender offer and consent solicitation to 5:00 p.m. ET on May 16, subject to possible further extension, from the most recent deadline of May 1). It said the remaining terms of the tender offer and consent solicitation continue in effect, unchanged. Azurix said it has received commitments from holders of more than 80% of each series of the dollar notes that they will tender their notes and deliver the related consents after Azurix's announcement of the increased price described above. Promptly after a majority of holders of a series of dollar notes have tendered, Azurix expects to execute a supplemental indenture for that series with the indenture trustee. Upon the execution of the supplemental indenture, tenders of notes and deliveries of related consents by holders of that series of dollar notes will become non-withdrawable and irrevocable. As previously announced, with the requisite tenders having already been received from the holders of the sterling-denominated notes, tenders of those notes may not be withdrawn and the related consents are irrevocable. Noting the change in the prices, Azurix said that holders of notes who already have delivered their tenders and consents and who have not withdrawn them do not need to take any further action to receive the increased purchase price. As of May 1, holders of approximately $23 million of the 2007 dollar notes and approximately $17 million of the 2010 dollar notes, and of approximately £74 million of the sterling notes had validly tendered and not withdrawn their notes pursuant to Azurix's tender offer and consent solicitation. These totals exclude the holders of dollar notes who have committed to tender with the increased price. Azurix also said on Thursday (May 2) that the U.S. Bankruptcy Court holding the reorganization proceedings for Azurix's corporate parent, Enron Corp., and its affiliates, had granted Enron's motion to approve, among other things, the votes by Enron designees to the boards of directors of Azurix and its stockholders approving the sale of Wessex Water Ltd., an Azurix asset, and the tender offer and consent solicitation. AS PREVIOUSLY ANNOUNCED, Azurix - a Houston-based water utility wholly owned by Enron - said on April 2 that it had begun a cash tender offer on April 1 for the dollar-denominated 10 3/8% and 10¾% notes, as well as its outstanding sterling-denominated 10 3/8% notes, 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 to a subsidiary of YTL Power International Bhd. Azurix said it was soliciting consents from the holders of these notes to amendments to the indenture which would 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 initially set an expiration deadline for the offer at 5:00 p.m. ET on May 3, although this was subsequently extended, and initially set a consent deadline of 5 p.m. ET on April 15, which was subsequently extended, but later eliminated altogether. 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 - for the dollar notes and £880 per £1,000 principal amount, including a consent payment of £15 per £1,000 principal amount, for the sterling notes), plus accrued and unpaid interest up to - but not including - the date of payment, although the purchase price was subsequently raised and the consent portion eliminated completely. 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 B notes, but added that it had not yet received tenders and consents from holders of a majority of the holders of its dollar-denominated 1 notes, and was therefore extending the consent deadline to 5 p.m. ET on April 17, which was subsequently further extended several times, most recently to May 1, before being eliminated altogether. The tender offer deadline remained unchanged, although it subsequently was extended. Azurix also confirmed that its corporate parent, Enron, had filed a motion with the 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. A hearing on this motion was scheduled for May 2 (the motion was subsequently approved). Azurix said on April 23 that it was increasing the total purchase price for the tender offer to $900 per $1,000 principal amount for the dollar-denominated notes and was also upping the price for its sterling-denominated notes to £900 per £1,000 principal amount. Azurix also extended to 5.00 p.m. ET on April 26 the deadline by which noteholders would have to tender and consent to receive the consent payment of 1.5% of par included in the total purchase price. It also said it was extending to 5.00 p.m. ET on May 7, the expiration date for the tender offer and consent solicitation (both deadlines were subsequently extended further). It said that noteholders tendering and delivering the related consents after the April 26 deadline would receive the increased total purchase price, minus the 1.5% of par consent payment, or a total of 88.5% of par. Although Azurix had already received tenders and consents from holders of a majority of its outstanding sterling notes, and had entered into a supplemental indenture relating to these notes, it said that holders of the sterling notes who had not already tendered but were to do so by the extended consent deadline would be entitled to receive the consent payment. It further said that tenders of the sterling notes would no longer be revocable. The company said that noteholders who had already delivered (and who had not withdrawn) their tenders and consents did not need to take any further action to receive the increased total purchase price. It said payments would be made for notes only if they are accepted for payment, which is subject to a number of conditions described in the Offer to Purchase and Consent Solicitation dated April 1, 2002, and the related Letter of Transmittal and Consent. On April 28, Azurix, in addition to again extending the consent payment deadline to April 30 (which was subsequently further extended), noted that the new deadline was the close of business on the day before Enron was planning to notify the Bankruptcy Court if it decided to not proceed with the May 2 hearing seeking the court's approval of Enron's approval of Azurix's proposed sale of Wessex Water and the tender offer and consent solicitation. Azurix noted that on April 26 a committee representing holders of 31.74% of the outstanding senior notes of Marlin Water Trust, a beneficiary of Azurix's largest shareholder, Atlantic Water Trust, filed an objection to Enron's motion before the Bankruptcy Court. Azurix said the Marlin noteholders contend, among other things, that Azurix's paying for its Senior Notes in the tender offer and consent solicitation is not in the best interest of Atlantic Water Trust unless Azurix also pays, from proceeds of the Wessex sale, approximately $19 million in debt that Azurix owes to Atlantic Water Trust, which is among the continuing obligations of Azurix described in the official Offer to Purchase and Consent Solicitation. On April 30, Azurix said that it had again extended the consent deadline on its tender offer to 5:00 p.m. ET on May 1, subject to possible further extension, from the previous April 30 deadline. 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.

GRANITE BROADCASTING CORP. (GBTVK) said on Friday (May 17) it has begun a modified dutch auction tender offer for up to 45,000 shares of its 12¾% cumulative exchangeable preferred stock. The New York television station operator will spend up to $30.15 million in the tender, using cash on hands and borrowings under its credit facility to finance the purchases. Granite said it will accept offers from holders of the preferred stock at prices with the range of $590 to $670 per $1,000 liquidation preference. Offers will be accept from the lowest to the highest until Granite can purchase 45,000 preferred shares. All accepted tenders will be paid at the same price. If more than 45,000 preferred shares are tendered at or below the purchase price, Granite said it will accept shares on a pro rata basis.

HYLSAMEX, SA DE CV and its subsidiary HYLSA, SA DE CV (Caa3/B-) said Friday (May 17) they are extended the expiration date of their exchange offer for their 9¼% notes due 2007 until 5.00 p.m. ET on June 14 from 11:59 p.m. ET on May 16. Hylsa said the extension is to allow it to complete the proposed restructuring of its outstanding debt. Hylsa said it has reached an agreement in principle with the steering committee representing its bank lenders on the restructuring and is now working toward implementing the terms of the restructuring with the entire bank group. Hylsa said it has received tenders of approximately $158 million in principal amount of its 2007 Notes in exchange for new 10½% notes due 2010. AS PREVIOUSLY ANNOUNCED: Hylsamex, SA de CV and its subsidiary Hylsa, SA de CV (Caa3/B-) said 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.

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