Domino's tenders for 10 3/8% '09 notes

New York, May 29 - Domino's, Inc. (B3) said that it has begun a tender offer for all of its outstanding 10 3/8% senior subordinated notes due 2009, and is soliciting consents from the holders of the notes to proposed indenture changes. The company issued $275 million of the notes in December 1998, of which $217.9 million is currently outstanding.

Domino's, an Ann Arbor, Mich.-based nationwide pizza chain, set a consent payment deadline of 5 p.m. ET on June 10, and said the offer would expire at 5 p.m. ET on June 24, with both deadlines subject to possible extension.

It said it was offering to purchase the notes at a price to be determined, based on a spread of 75 basis points over the 3% U.S. Treasury note due Jan. 31, 2004. The calculation will be carried out on the tenth business day before expiration.

The total consideration to be paid for the notes will include a consent fee of $20 per $1,000 principal amount of notes tendered, payable to those noteholders who tender their notes by the consent payment deadline. Holders tendering after that deadline will not be eligible to receive the consent payment. All tendering noteholders will additionally receive accrued and unpaid interest up to, but not including, the payment date for notes accepted for purchase.

Domino's said that the tender offer is conditioned on several factors, including the company's receipt of valid and unrevoked consents from noteholders representing a majority in principal amount of the outstanding notes; the execution by the notes' trustee of a supplemental indenture incorporating the proposed indenture changes; completion of related transactions which are fully described in the tender offer documents; and the absence of a material adverse change or similar event affecting Domino's, its ability to consummate the tender offer or the value or trading market for the notes.

The dealer manager for the tender offer is J.P. Morgan Securities Inc. (call Spencer Alstodt at 212- 270-1100). MacKenzie Partners, Inc. (call 212- 929-5500 or toll-free at 800-322-2885) is the information agent.

Details at:

http://www.sec.gov/Archives/edgar/data/1079458/000119312503007014/dex992.htm

MDC Corp. to redeem 10 ½% '06 notes

New York, May 29 - MDC Corp. (B2) said that it will redeem all of its remaining $86.4 million (C$119.8 million) of outstanding 10½% senior subordinated notes due 2006. The company originally issued $200 million of the notes in November, 1998.

The Toronto-based international provider of business services said that the notes will be redeemed on June 30 at a redemption price of US$1,035 per US$1,000 principal amount, for an aggregate redemption price of US$89.5 million (C$124.1 million), plus accrued and unpaid interest up to, but excluding the date of redemption.

MDC plans to fund the redemption using a portion of the C$162 million gross proceeds which it realized from the closing of the separately announced transfer of 80% of its interest in Custom Direct, Inc., the second largest participant in the direct-to-consumer segment of the U.S. check industry, to its 29.6%-owned Custom Direct Income Fund, which provided MDC with C$52 million, and from the sale of units of the fund via an initial public offering, which gave MDC another C$110 million.

The notes' indenture trustee, The Bank of Nova Scotia Trust Co. of New York, will act as the Paying Agent.

Lamar Media to redeem $100 million 8 5/8% '07 notes with debt sale proceeds

New York, May 29 - Lamar Media Corp. (Ba3) said that it plans to offer up to $125 million in new senior subordinated notes in an institutional private placement, and expects to use the deal proceeds to redeem a portion of its outstanding 8 5/8% senior subordinated notes due 2007.

Lamar Media, a Baton Rouge, La.-based wholly-owned subsidiary of Lamar Advertising Co., said that it plans to redeem approximately $100 million of the remaining outstanding $199 million principal amount of its existing 8 5/8% notes (out of $200 million issued in September 1997). The remainder of the proceeds would be used for general corporate purposes.

Lamar said that the notes are currently callable, in full or in part, at a price of 104.313% of the principal amount plus accrued and unpaid interest.

Terex to redeem $50 million 8 7/8% '08 notes

New York, May 29 - Terex Corp. (B3) announced that it will redeem $50 million in principal amount of its 8 7/8% senior subordinated notes due 2008.

The notes will be redeemed on June 30 at a price of 104.438% of principal amount, for a total expenditure by the company of approximately $52.2 million.

The company issued $150 million of the notes in March, 1998 and an additional $100 million in March, 1999. It said that following the redemption, $200 million of the notes will remain still outstanding.

Terex, a Westport, Conn.-based diversified manufacturer, said that the redemption is part of its larger commitment to reduce total debt by $200 million this year.

Rogers Communications to redeem 8 7/8% '07 senior notes with equity proceeds

New York, May 29 - Rogers Communications Inc. announced plans to redeem the remaining outstanding US$205.4 million aggregate principal amount of its 8 7/8% senior notes due 2007 using the proceeds from an equity offering plus other available funds.

Rogers, a Toronto-based telecommunications, cable and broadcasting operator, said in a news release Wednesday that it has entered into an agreement with a syndicate of underwriters led by TD Securities Inc. and Scotia Capital Inc. for the issuance of 12,722,647 million Class B non-voting shares at a price of C$19.65 per share, for total gross proceeds of approximately C$250 million. Closing of the offering is expected on or about June 12. Rogers did not outline a timetable for its planned note redemption.

The 8 7/8% notes become callable on June 27 at 104.44. Rogers had previously repurchased about US$125 million of the issue on the open market.

Rogers said that besides redemption of the notes, some of the equity proceeds and available funds would also be used for general corporate purposes.

Technical Olympic extends exchange offer for 9% '10 notes

New York, May 29 - Technical Olympic USA, Inc. (Ba3/B+) said that it has extended its previously announced offer to exchange newly issued 9% senior notes due 2010 which have been registered for unrestricted public trading for its existing unregistered 9% 2010 notes.

The expiration date for the exchange offer was extended to 5 p.m. ET on June 4, subject to possible further extension, from the original deadline at 5 p.m. ET on May 28.

As of that previous deadline, the company had received tenders from the holders of $98.54 million in aggregate principal amount of the outstanding notes.

As previously announced, Technical Olympic, a Hollywood, Fla.-based homebuilder, sold $100 million of unregistered 9% senior notes as an add-on to its existing issue in a Rule 144A transaction on Jan. 29.

The company announced its intention of issuing up to $100 million new notes with the same terms as the outstanding notes, except that they would be registered, and of exchanging them for a like amount of the existing notes, in an S-4 filing with the Securities and Exchange Commission on April 2, an in amended S-4 filing on April 24 and designated Wells Fargo Bank Minnesota N.A. as the exchange agent for the offer.

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