Conmed intends to call 9% '08 bonds

New York, May 28, 2003 - Conmed Corp. (B2) announced plans to refinance its $112.7 million of outstanding 9% senior subordinated bonds due in 2008 with the proceeds of an expansion of its senior term loan.

The Utica, N.Y.-based medical devices company said that the 9% bonds are currently callable at 104.5% of their par value. Consequently, the company will incur a pre-tax charge of approximately $5 million for the call premium.

Conmed plans to expand the senior term loan by up to $165 million. In addition to repaying the outstanding principal on the bonds ($112.7 million) and the call premium ($5 million), it plans to use the remaining $47.3 million of proceeds to pay off outstanding amounts under its revolving credit agreement.

Additionally, the Company will write-off the unamortized deferred financing fees associated with bonds amounting to approximately $2 million pre-tax.

The company said that since the senior term loan expansion is expected to carry an interest cost of 275 basis points over the London Interbank Borrowing Rate - and 90-day Libor currently is quoted at approximately 1.30% - the expansion will carry an expected all-in-rate of 4.05%, or less than half of the 9% coupon on the outstanding bonds being refinanced. It said that assuming Libor interest rates stay at current levels, Conmed would save over $5 million annually in interest costs.

Upon payment of the 9% bonds, Conmed's debt is expected to consist of its present $100 million revolving credit facility, expiring in 2007, with minimal current usage, a $264.5 million term loan with mandatory annual principal payments of approximately $2.7 million through 2007, $72.1 million in 2008 and $180.2 million in 2009, and other loans approximating $22 million.

Sea Containers begins exchange for 9½%, 10½% notes

New York, May 28 - Sea Containers Ltd. began the previously announced exchange offer for its 9½% senior notes due July 1, 2003 and 10½% senior notes due July 1, 2003.

The Bermuda passenger transport, leisure and container leasing company is offering $1,000 principal amount of new 13% senior notes due 2006 for each $1,000 principal amount of its existing 9½% senior notes and 10½% senior notes. Holders will also receive a cash exchange fee of $10 per $1,000 principal amount.

Sea Containers will pay accrued interest through the expiration date, which was set as 10.00 a.m. ET on June 25, unless extended.

The company said in the prospectus filed with the Securities and Exchange Commission that it has $95.223 million principal amount of the 9½% senior notes and $63.575 million principal amount of the 10½% senior notes outstanding.

Sea Containers will pay registered broker/dealers a soliciting brokers' fee of 2% of the principal amount of the old notes which they tender on behalf of customers.

The covenants, events of default and other terms of the new notes will be "substantially similar" to the existing notes, Sea Containers said.

The principal differences will be interest rates, maturity dates and redemption provisions; the new notes will be callable from July 1, 2005 onwards at par.

Also the new note indenture will not specifically exclude a spin-off distribution to Sea Containers' shareholders of the common shares of Orient-Express Hotels from the definition of "restricted payment"; the exchange of Sea Containers' 12½% senior subordinated debentures due 2004 for unsubordinated debt of Sea Containers will not generally be a restricted payment; and some covenants will terminate permanently if the new notes ever achieve investment-grade ratings.

Sea Containers is carrying out the exchange as part of a debt restructuring as it does not anticipate having enough cash flow to pay off the $734.5 million of debt due by the end of 2004. As a result it is looking to extend maturities and sell or refinance assets to raise cash.

The dealer manager for the exchange is Lazard Frères & Co. LLC. The information agent is Georgeson Shareholder Communications Inc. (banks and brokers call 212 440-9800, U.S. noteholders call 866 324-5897, foreign noteholders call collect 011 44 207 335 8700).

http://www.sec.gov/Archives/edgar/data/88095/000104746903019905/a2112152z424b3.htm

Werner ups, extends consent solicitation

New York, May 28 - Werner Holding Co. said it increased the consent payment in its consent solicitation for its 10% senior subordinated notes due 2007 and extended the deadline.

The Greenville, Pa. company will now pay $30.00 per $1,000 principal amount of notes to holders who submit valid consents, up from $15.00 previously.

In addition the solicitation will now expire at 5.00 p.m. ET on June 6, pushed back from 5.00 p.m. ET on May 28.

Werner said it may terminate the solicitation or extend the solicitation for a specified period or on a daily basis.

The consent solicitation is being carried out in conjunction with the company's recapitalization.

Solicitation agents are J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. and the information agent is MacKenzie Partners, Inc. (212 929-5500 or 800 322-2885).

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