WEIRTON STEEL CORP. (WRTL) (Caa3/CCC) said Thursday (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 the Weirton, W.Va.-based integrated steelmaker's previously announced five-point strategic restructuring plan. Weirton Steel said it will offer $85.4 million (principal amount) of new 10% senior secured discount notes due 2008 in exchange for all of its outstanding unsecured 11 3/8% senior notes due 2004 and 10¾% senior notes due 2005. Holders would be offered up to $350 (principal amount) of the new 10% notes per $1,000 principal amount of the outstanding senior notes. The exchange would extend Weirton's debt maturities and reduce its debt service requirements, particularly over the next two years. The new 10% notes will 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. As part of the exchange offer, Weirton is also seeking consents to amend the indentures of the current unsecured senior notes indentures. It said the exchange offer will 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, W.Va. 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 will also be secured by a mortgage and first security interest in the company's hot strip mill. The dealer manager for the concurrent exchange offers and consent solicitation is Lehman Brothers Inc. (212-681-2265 for collect calls or 212-455-3326). The information agent is D. F. King & Co., Inc. (banks and brokers call 212-269-5550 for collect calls, or 800-431 9643). Weirton said the exchange will begin as soon as possible after the registration with the Securities and Exchange Commission becomes effective.

MOLL INDUSTRIES, INC. (Caa3/C) MOLL INDUSTRIES, INC. said Thursday (Nov. 1) that it has extended its previously announced tender offer for a portion of its outstanding 10½% senior subordinated notes due 2008 and the related solicitation of noteholder consents to proposed indenture changes. The tender offer deadline has been extended to 5 p.m. ET on Nov. 20, from the previous Oct. 31 deadline, along with the consent date, both subject to possible further extension. AS PREVIOUSLY ANNOUNCED, Moll Industries, a Davie, Fla.-based maker of custom molded and assembled plastic components, announced Sept. 19 that it had commenced a tender offer for up to $66.5 million principal amount of its outstanding $116.5 million principal amount of 10½% Series B notes, along with a related solicitation of consents to the proposed elimination of substantially all of the covenants of the company contained in the note indenture (other than the covenants requiring the payment of the principal, premium, if any, and interest on the notes, and later, as noted below, the change-of-control buyback offer provision). The indenture changes also include the proposed elimination the default provisions contained in the indenture that relate to such covenants and to modify the definition of the term "subsidiary" contained in the indenture to exclude entities organized in non-U.S. jurisdictions. Moll originally set Oct. 2 as the consent deadline and Oct. 17 as the expiration deadline (both subsequently extended). Moll initially said that noteholders would have four options: A) Tender their notes by the consent date (now extended to Nov. 20); holders of notes that are validly tendered and not withdrawn prior to the consent date would receive a payment of $200 per $1,000 principal amount of notes accepted for purchase, plus a consent payment of $2.50 per $1,000 principal amount, plus accrued and unpaid interest to the purchase date. B) Consent to the proposed amendments by the consent date without tendering; holders of in this category would receive the consent payment only. C) Decline to validly tender or consent; holders of notes in this category would not be eligible to receive the purchase price or the consent payment. Moll also originally offered a fourth option D) (which is now no longer viable because the consent and tender offer deadlines are the same) - Tender the notes after original Oct. 2 consent date, but by the original Oct. 17 expiration date; holders of notes validly tendered and not withdrawn after the consent date, but by the expiration date, would have been slated to receive the purchase price for notes that are accepted for purchase, plus accrued and unpaid interest, but no consent payment. Moll said that if more than $66.5 million principal of notes were validly tendered and not withdrawn on or prior to the expiration date, the company would accept notes on a pro-rata basis. Tendering notes will also constitute the delivery of a consent, even if the notes are not accepted for purchase because the offer is over-subscribed. Holders of notes validly tendered but not accepted due to over-subscription are to be paid the consent payment. Tenders may be withdrawn at any time on or prior to the expiration date. Consents could be withdrawn at anytime prior to receipt of the requisite consents (defined as the receipt of consents from a majority of holders of outstanding notes) and the resultant execution of the supplemental indenture. Moll announced on Oct. 11 that holders representing a majority of the outstanding principal amount of the notes had agreed to deliver their consents to the proposed amendments. The company further said at that time that the proposed indenture changes had been amended to remove the reference to that section of the indenture which required it to offer to repurchase the notes at a price of 101% of principal in the event of a change of control, which was supposed to have been eliminated along with other restrictive indenture provisions. Therefore, it said, notwithstanding the receipt by the company of the requisite consents and the execution of a supplemental indenture incorporating proposed indenture changes, holders of the notes would continue to have the protection of the change-of-control covenant of the indenture. The offer is conditional on closing of requisite financing, the now-fulfilled condition of receipt of requisite consents to the proposed amendments and other customary conditions. Banc of America Securities LLC (704-388-2842 or 888-292-0070) is the exclusive dealer manager for the offer. D.F. King & Co., Inc. (212-269-5550 or 800-207-3155) is acting as information agent. State Street Bank and Trust Co. is the tabulation agent.

WILLIAMS COMMUNICATIONS GROUP INC. (WCG) (Caa1/CCC+) said Wednesday (Oct. 31) that it had, to date, purchased approximately 18.3% of its outstanding publicly traded senior notes (it is estimated that as of Aug. 17, Williams Communications had about $3.075 billion of such notes outstanding). The Tulsa, Okla.-based long-haul telecommunications operator said the open market purchases, which started in the third quarter, had been made at a total cost of around 43 cents on the dollar, utilizing excess liquidity. Williams did not identify which of its several high yield bond issues it had been buying back, nor did it offer a total on the amount spent or the face amount of debt bought back. Williams also said that the company plans to work with its bank group to perform a "comprehensive" review of its existing bank credit agreement. During the review, which Williams Communications said could require 60-90 days to complete, the company will not make any additional cash purchases of its publicly traded debt.

TRUMP HOTELS & CASINO RESORTS INC. (DJT) (Ca/CCC+) chairman Donald J. Trump was reported by The New York Times on Wednesday (Oct. 31) to have "quietly" spent $46 million last spring buying the company's bonds. The story attributed the figure to Goldman Sachs & Co. high yield bond analyst John Kempf. It offered no further elaboration as to the total face amount of the company's bonds which were bought back in this way, which of the bonds was repurchased and whether the bonds were repurchased by Trump individually or by the company. The Atlantic City, N.J.-based casino operator is estimated to have between $1.6 billion and $1.8 billion of outstanding public debt. News of the bond buyback was related in the larger context of Trump Hotels saying it wanted to negotiate with its bondholders on revised terms for its debt and was withholding scheduled interest payments until such talks reached a "successful" conclusion.

AMERICAN RESTAURANT GROUP INC. (B2/B) said Wednesday (Oct. 31) that it had accepted tenders and consents in connection with its previously announced exchange offer for its outstanding 11½% series B senior secured notes due 2003. It said that after the consummation of the exchange offer and related transactions, it no further payment obligations for over 97.6% of the total issued and outstanding amount of the 2003 notes, and that the payment of copnsideration to the tendering holders would be made as promptly as practicable after execution of a supplemental indenture incorporating desired indenture changes. It also announced the consummation of a $30 million offering of 11½% Series C senior secured notes due 2006, with the net proceeds of that note sale slated to refinance existing debt and to pay the accrued and unpaid interest on the 2003 notes, and for general corporate purposes. AS PREVIOUSLY ANNOUNCED, American Restaurant Group, a Los Altos, Calif.,-based restaurant chain operator, said on Oct. 1 that it had begun an exchange offer for all of its outstanding 11½% notes due 2003 that are held by qualified institutional buyers, offering total consideration of $1,063.16 of the company's 11½% Series C Senior Secured Notes due 2006 per $1,000 principal amount of the existing 2003 notes, rounded to the nearest incremental $1,000. In addition, each current noteholder would receive a payment in cash of accrued and unpaid interest, if any, up to, but not including, the date of exchange. American Restaurant Group said the principal purpose of the exchange would be to effectively retire the 2003 notes in order to extend the maturity of its long-term debt. The exchange offer was originally scheduled to expire at 12:00 midnight, ET on Oct. 30, although this was subsequently extended by a day to midnight ET on Oct. 31. The exchange offer was being conditioned upon, among other things, (A) the company successfully obtaining financing to complete the offer and certain related transactions; (B) the company successfully obtaining the requisite consent from holders of the 2003 notes to certain indenture amendments; (C) the valid tender at least 75% of the 2003 notes, and (D) the company successfully obtaining the consent of the holders of a majority of its Series B preferred stock to certain amendments to such stock. It also announced plans for the $30 million offering of new Series C 2006 notes. On the morning of Oct. 31, when it announced the one-day extension of the exchange offer's expiration, American Restaurant Group announced that holders had tendered $113.068 million of the 2003 notes, or over 79.2% of the issued and outstanding amount, and said that holders of $139.192 million of the notes, or over 97.6% of the issued and outstanding amount had delivered consents to the proposed indenture amendments. D.F. King & Co., Inc. (212-493-6926) was the information agent for the transaction.

CONSECO INC. (CNC) (B1/B+) said Tuesday (Oct. 30) that it had bought back $49 million of its public debt in the quarter ended Sept. 30, and another $75 million of debt during October. The Carmel, Ind.-based insurer did not elaborate as to whether those figures represented face amounts of repurchased debt or total figures it spent to buy back more than face amount at a discount, nor did it specify which of its public debt issues it had repurchased.

UNITED PAN-EUROPE COMMUNICATIONS NV (UPCOY) (Caa3/B-) said in an 8-K filing with the Securities and Exchange Commission on Oct. 22 that it was expressing no opinion and remaining neutral toward Liberty Media Corp.'s (LCMa) previously announced unsolicited tender offer for a portion of United Pan-Europe's outstanding bonds. United Pan-Europe said it was taking no position on the Liberty offer because A) it had not participated in the offer and takes no responsibility for it; B) it does not have enough information which would allow it to determine whether the Liberty offer is beneficial or detrimental to the interests of the company or its noteholders; and C) it feels that each holder of the United Pan-Europe notes and his, her or its financial advisor would be in a better position to decide whether tendering or refraining from tendering would meet the holder's investment objectives. AS PREVIOUSLY ANNOUNCED, Liberty Media, an Englewood, Colo.-based company with a broad range of interests in domestic and international video programming, communications, technology and the Internet, said Oct. 9 that it was offering to purchase for cash a portion of 13 series of high yield dollar- and euro-denominated senior and senior discount notes issued by United Pan-Europe Communications, an Amsterdam-based European cable-TV network and broadband operator and a subsidiary of Denver-based UNITEDGLOBALCOM INC. (UCOMA) (Caa3/B-), A Denver-based international cable and broadband operator in which Liberty Media has taken a sizable stake. The face amount of the eight issues of dollar-denominated debt Liberty Media seeks to buy totals approximately $1.309 billion, while the face amount of the five issues of euro-denominated debt being tendered for is approximately €267.6 million. Liberty Media said that the purchase price for each series of notes would be determined by the "modified Dutch auction" procedure, under which Liberty Media will select the single lowest price specified by tendering holders within the applicable price range which would enable it to purchase the announced principal amounts. It said its offer is conditioned on Liberty Media receiving valid, unwithdrawn tenders of notes representing at least 30% in principal amount (or accreted value in the case of discount notes) of all series of notes subject to the offer and on other conditions contained in the official Offer to Purchase. The tender offer is scheduled to expire at 11:59 p.m. ET on Nov. 6, subject to possible further extension. On Oct. 10, Liberty Media announced the range of prices it would pay for the United Pan-Europe debt under its tender offer. Liberty Media said it would purchase at a price of between $110 and $190 per $1,000 principal amount the following dollar-denominated United Pan-Europe senior notes: up to $60 million 10 7/8% notes due 2007; up to $240 million of 10 7/8% notes due 2009, up to $75.6 million of 11¼% notes due 2009; up to $180 million of 11¼% notes due 2010; and up to $90 million 11½% notes due 2010. It would purchase at a price of between $60 and $140 per $1,000 principal amount the following dollar-denominated United Pan-Europe senior discount notes: up to $220.5 million of 12½% notes due 2009; up to $143.4 million of 13 3/8% notes due 2009; and up to $300 million of 13¾% notes due 2010. It would purchase at a price of between €100 and €170 per €1,000 principal amount the following United Pane-Europe euro-denominated senior notes: up to €30 million 10 7/8% notes due 2007; up to €90 million 10 7/8% notes due 2009; up to €30.3 million 11¼% senior notes due 2009; and up to €60 million 11¼% notes due 2010. It would also purchase up to €57.3 million 13 3/8% senior discount notes due 2009 at a price of between €60 and €130 per €1,000 principal amount. Salomon Smith Barney, Inc. (800-558-3745) is dealer manager for the offer. The depositary and information agent for the offer is Mellon Investor Services LLC (888-788-1979).

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