LDM TECHNOLOGIES, INC. (Caa3/B) said Tuesday (May 7) that it has begun an offer to exchange new 10¾% senior subordinated notes due 2007 for its $110 million of its outstanding notes. The Auburn Hills, Mich.-based auto components maker is offering to exchange $700 principal amount of the new 10¾% notes for each $1,000 principal amount of its current notes. The terms of the new notes will be substantially identical to those of the current notes except that the new notes (1) will be senior in right of payment to the current notes; (2) will not be registered for public trading; and, (3) even though they are subordinated, the new notes will have covenants that are customary for senior notes, including covenants restricting LDM and LDM's restricted subsidiaries from incurring liens and entering into sale and lease- back transactions. LDM said the exchange offer will expire at 11:59 p.m. ET on June 3, subject to possible extension. Holders may withdraw their tenders of the current notes or change their selection of exchange notes at any time prior to the expiration date. The exchange offer is not conditioned upon a minimum tender. New notes offered under the exchange offer will not, upon issuance, be registered under the Securities Act of 1933, as amended, and will only be offered in the U.S. to qualified institutional buyers and institutional accredited investors in a private Rule 144A transaction, and outside the U.S. to persons other than U.S. persons in offshore transactions. The company will enter into a registration rights agreement, under which it will agree to file an exchange offer registration statement with the Securities and Exchange Commission regarding the new notes. D.F. King & Co. (contact Tom Long, at 212 493-6920) is the information agent for the exchange offer.

VENETIAN CASINO RESORT LLC and LAS VEGAS SANDS INC. said Monday (May 6) that they have begun a cash tender offer to purchase all of their $425 million of outstanding 12¼% mortgage notes due 2004 (Caa1/B-) and all and all of their $97.5 million of outstanding 14¼% senior subordinated notes due 2005 (Caa3/CCC+). The Las Vegas-based gaming operators, which jointly issued the notes, set a purchase price of $1,061.25 per $1,000 principal amount for the mortgage notes and $1,071.25 per $1,000 principal amount for the senior subordinated notes, plus accrued but unpaid interest in each case. In conjunction with the tender offer, Venetian is soliciting noteholder consents to eliminate substantially all of the restrictive covenants of the indentures governing the notes and make certain other amendments. Adoption of the proposed amendments requires the consent of holders of at least a majority of each issue of notes. Holders who tender their notes will be required to consent to the proposed amendments. The above-mentioned purchase price for the notes will include a consent payment of $20 per $1,000 principal amount for all notes tendered by the consent deadline of 5:00 p.m. ET on May 17, subject to possible extension. Holders who tender their notes after the consent deadline but before the expiration deadline of midnight ET on June 3, subject to possible extension, will receive the aforementioned consideration per note, less the consent payment amount. Closing of the tender offer is subject to A) the closing by Venetian of certain debt financings, the proceeds of which will be used to pay the consideration for the tender offer and the consent solicitation, B) the receipt of the required consents from the noteholders and C) certain other customary conditions described in the official Offer to Purchase and Consent Solicitation Statement. D.F. King & Co. Inc. (call 212 269-5550 or 800 769-5414) is the information agent for the tender offer and consent solicitation.

CORRECTIONS CORP. OF AMERICA (CXW) (B2) said Monday (May 6) that it had completed the previously announced refinancing of its senior debt through the refinancing of its existing senior secured bank credit facility, with a new $715 million senior secured credit facility, and the offering of $250 million of its 9 7/8% senior notes due 2009. The company said proceeds of the new note offering have been used to purchase approximately $89 million of its existing 12% senior notes due 2006, which were the subject of a previously announced tender offer and related consent solicitation, to repay a portion of amounts outstanding under its previously existing senior secured bank credit facility, and to pay related fees and expenses. The 12% notes had all been tendered by the now-expired consent deadline of 5 p.m. ET on April 29, while the tender offer is expected to continue to its scheduled expiration date. AS PREVIOUSLY ANNOUNCED, Corrections Corp. of America, a Nashville, Tenn.-based owner-operator of privatized correction and detention facilities - the largest such company in the U.S. - said on April 9 that it has obtained a commitment from Lehman Commercial Paper Inc. as administrative agent and from Lehman Brothers as exclusive advisor, sole lead arranger and sole book running manager, to provide the company with a new $695 million senior secured credit facility, which was eventually upsized, and and also said that it planned to sell $150 million of senior unsecured Rule 144A seven-year notes, which was also later upsized. Proceeds of the credit facility and the note offering would be used to repay existing debt. On April 19, Corrections Corp. said that it had begun a tender offer for any and all of the outstanding 12% notes, as well as a related consent solicitation aimed at gaining noteholder approval for eliminating certain indenture covenants and events that would cause a default of the notes. Corrections Corp. said that the consent solicitation would expire at 5 p.m. ET on April 29 and the tender offer would expire at 5 p.m. ET on May 16, both subject to possible extension. The company said it would purchase tendered notes at a cash purchase price of $1,100 per $1,000 principal amount of the notes, plus accrued and unpaid interest up to the payment date. That purchase price includes a consent payment of $30 per $1,000 principal amount, which would be paid only for those notes which are tendered by the April 29 consent deadline. Holders tendering notes after the consent date would not be paid the consent payment. Payment for notes tendered and accepted on by the consent deadline is to be made promptly following the closing of Corrections Corp.'s upcoming debt offering and refinancing. Payments for notes tendered and accepted after the consent deadline but before the offer expires will be made promptly following the expiration of the tender offer. Completion of the tender offer, and payment for tendered notes, is subject to the satisfaction or waiver of various conditions, including the receipt of more than 50% of the outstanding notes which will have been validly tendered and not subsequently validly withdrawn, by the consent deadline, and the condition that Corrections Corp. raise sufficient capital through a debt offering to refinance its existing senior secured credit facility and purchase the notes tendered and to pay any related costs and expenses. Lehman Brothers Inc. is acting as the sole dealer manager and solicitation agent for the tender offer and the consent solicitation (call Scott Macklin toll-free at 800 438-3242 or collect at 212 528-7581). The Information Agent is D.F. King & Co., Inc. (call 800 769-5414). The depositary is State Street Bank and Trust Company.

JASMINE SUBMARINE TELECOMMUNICATIONS CO., LTD. (Ba3) said Monday (May 6) that it had issued a supplementary announcement regarding its previously announced cash tender offer for its remaining outstanding $142.956 million of 8.483%senior secured notes due 2011 (out of the original principal amount of $180 million), in order to clarify the purchase price. The supplement clarifies that notes validly tendered and accepted for purchase will be purchased at a price of 65% of the principal amount that will remain to be paid on the notes after the May 30 principal payment, or $496.405 per $1,000 original principal amount of notes. Of this amount, Jasmine Submarine has designated 3% of the principal amount that will remain to be paid on the Notes after the May 30 principal payment, or $22.911 per $1,000 original principal amount of notes, as a consent payment for those holders who tender their notes by the previously announced May 15 consent deadline. Jasmine Submarine will also pay accrued and unpaid interest on the tendered notes from May 30, (the date of the next scheduled interest and principal payments on the notes and also, the expiration date for the tender offer), up to - but not including - the settlement date of the offer. The interest and principal payments scheduled for May 30 will not be affected by the offer. AS PREVIOUSLY ANNOUNCED, Jasmine Submarine Telecommunications, a Bangkok, Thailand-based telecommunications company, said on May 2 that it was beginning a cash tender offer for the 8.483% notes, as well as a related solicitation of noteholder consents to proposed indenture amendments, and to the release of the security securing the notes. The company set a consent deadline of 11:59 p.m. ET on May 15, and a tender offer expiration deadline of 11:59 p.m. ET on May 30, with both dates subject to possible extension. Holders who tender their notes would be required to consent to the proposed amendments and to the release of the security, while holders who consent would be required to tender their notes. Jasmine initially said that notes which are validly tendered and accepted for purchase would be purchased at a price of $650 per $1,000 principal amount of notes (this amount was subsequently modified in the clarification released May 6), plus accrued and unpaid interest from May 30 (the date of the next scheduled interest and principal payments on the notes) up to - but not including - the settlement date of the offer, less a consent payment of $30 per $1,000 principal amount of notes (which would only be paid for those notes which are tended by the already outlined consent deadline). The interest and principal payments scheduled for May 30 would not be affected by the offer. Jasmine said that the closing of the tender offer and consent solicitation is conditioned on a number of factors, including - among other things - Jasmine Submarine receiving valid tenders, with consents, of all of the outstanding notes, and Jasmine Submarine obtaining net proceeds under the terms of a secured bank loan agreement with Krungthai Bank Public Co. Limited. The agreement calls for the loan of up to 4.35 billion Thai baht (approximately US$101 million, based on the spot exchange rate on May 1). Salomon Smith Barney (800 558-3745) is the dealer manager; the information agent is Mellon Investor Services (banks and brokers call collect at 917 320-6286 others call 888 566-9471).

WEIRTON STEEL CORP. (WRTL) (Ca/D) said on Friday (May 3) that it is offering to exchange up to $134.2 million of new 10% senior secured notes due 2008 and shares of new Series C convertible redeemable preferred stock for all of its outstanding unsecured 11 3/8% senior notes due 2004 and 10¾% senior notes due 2005 (it is estimated that there is approximately $125 million of each existing issue outstanding). Concurrently with this exchange offer, the company is soliciting consents from the holders of its outstanding senior notes to amend the notes' indentures. Weirton said the consent solicitation will expire at 5:00 p.m. ET on May 23, and the exchange offer will expire at midnight, ET, on May 31, both deadlines subject to possible extension. The company said that representatives of an informal committee of institutional holders of approximately 58% of the aggregate principal amount of both series of outstanding notes have agreed to tender in this exchange offer and to consent to the proposed indenture amendments. It said the new senior secured notes will be secured by a security agreement and second lien deeds of trust in Weirton Steel's strip mill, No. 9 tin tandem mill and tin assets, which are integral facilities in the company's downstream steel processing operations. The lenders under its senior credit facility will hold first priority security interests in the same collateral. Under the terms of the exchange noteholders are to receive total consideration of $550 principal amount of the senior secured notes and $450 in liquidation preference of the new preferred stock per $1,000 principal amount of the existing notes. The $550 per $1,000 debt portion of the exchange consideration package includes a $50 per $1,000 consent payment for those existing noteholders who tender their notes by the consent deadline. Holders who tender their outstanding notes after the consent solicitation expires, but before the exchange offer expires, will receive only the exchange offer consideration of $500 principal amount of the new notes, plus $450 liquidation preference of the new preferred stock, per $1,000 principal amount of the outstanding notes. Weirton noted that currently, the City of Weirton (W.Va.) is offering, at the company's request, to exchange all of its outstanding Series 1989 Pollution Control Revenue Refunding Bonds for the city's new Series 2002 Secured Pollution Control Revenue Refunding Bonds, which are secured on a parity with the company's new senior secured notes. It said the completion of the company's current senior notes exchange offer and the city's Series 1989 bonds exchange offer are each conditioned upon completion of the the other exchange offer. Weirton said that the purpose of the exchange offers is to restructure the company's long- term debt and reduce its debt service requirements, particularly over the next three years, as part of Weirton Steel's previously announced five-point strategic plan. AS PREVIOUSLY ANNOUNCED: Weirton Steel, a Weirton, W. Va.-based integrated steel producer, said on Nov. 1 that the company had filed a registration statement with the Securities and Exchange Commission, aimed at restructuring its long-term publicly held debt through an exchange offer as part of its previously announced five-point strategic restructuring plan. WRTL initially said it would offer $85.4 million of new 10% senior secured discount notes due exchange for all of its outstanding unsecured 11 3/8% and 10¾% notes, with holders to be offered up to $350 (principal amount) of the new 10% notes per $1,000 principal amount of the outstanding senior notes (the company's compensation offer to its existing noteholders was subsequently improved to the terms currently offered). Weirton said the exchange would extend its debt maturities and reduce its debt service requirements, particularly over the next two years. It initially said the new 10% notes would be secured by a mortgage and first priority security interest in the company's hot strip mill, which is an integral part of its downstream processing operations (the terms securing the new notes were eventually revised). Weirton said that as part of the exchange offer, it would also seek consents to amend the indentures of the current unsecured senior notes indentures. It said the exchange offer would begin as soon as practicable after the registration statement becomes effective. Apart from this exchange offer and consent solicitation, the company also requested the City of Weirton to offer to exchange all of its outstanding 8 5/8% pollution control revenue refunding Bonds (Weirton Steel Corp. Project) Series 1989 due 2014 for new 9% pollution control revenue refunding bonds (Weirton Steel Corp. Project) Series 2001 due 2014. The secured Series 2001 bonds would also be secured by a mortgage and first security interest in the company's hot strip mill. Weirton did not outline an anticipated timetable for the note exchange. The dealer manager for the concurrent exchange offers and consent solicitation is Lehman Brothers Inc. (call Hyonwoo Shin collect at 212 528-7581, or at 800 438-3242). The information agent is D. F. King & Co., Inc. (banks and brokers call 212 269-5550 for collect calls, or 800 431 9643).

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