IMAX tenders for 7 7/8% notes

New York, Nov. 12 - IMAX Corp. said that it had begun a cash tender offer for all $152.8 million of its outstanding 7 7/8% senior notes due 2005, and is also soliciting noteholder consents to proposed indenture amendments that would eliminate substantially all of the covenants and certain events of default.

It set 5 p.m. Nov. 20 as the consent deadline and said that the offer would expire at 9 a.m. ET on Dec. 11, with both deadlines subject to possible extension.

IMAX, a Toronto-based motion picture technology company and theater operator, said that the total consideration to be paid to holders who tender their notes and deliver their consents by the consent deadline will be $1,019.69 per $1,000 principal amount, including a consent payment of $2.50 per $1,000 principal amount. Holders tendering after the consent deadline but before the expiration will receive of $1,017.19 per $1,000 principal amount, but no consent payment.

The tender offer is subject to various conditions, including the receipt of consents necessary to approve the amendments to the notes' indenture and a financing condition.

IMAX said that it intends to redeem all senior notes not tendered and accepted for payment shortly after the expiration or termination of the tender offer at a redemption price of $1,019.69 per $1,000 principal amount, plus accrued and unpaid interest up to, but not including, the redemption date.

It separately announced that it intends to sell up to $160 million of new senior notes due 2010 and use the proceeds of the offering to pay the consideration under the tender offer and consent solicitation. The tender offer is conditional on the completion of this note offering.

Credit Suisse First Boston is the dealer manager and solicitation agent (call 800 820-1653 or collect at 212 325-3175; in Canada call collect at 416 352-4506). The information agent is MacKenzie Partners, Inc. (call 800 322-2885 or collect at 212 929-5500).

Home Products bought back bonds in third quarter

New York, Nov, 12 -Home Products International Inc. (Caa2) said that it had repurchased high yield bonds in the third quarter, a factor in causing its cash and cash equivalents to have decreased to $2.8 million as of Sept. 27 from $4 million as of last Dec. 28,

The Chicago-based manufacturer of consumer housewares - which issued $125 million of 9 5/8% senior subordinated notes due 2008 in May 1998 - said that it had bought bonds with a face value of $3.5 million at a total cost of $2.6 million.

BGF Industries purchased 10¼% notes at discount in second and third quarters

New York, Nov. 12 - BGF Industries Inc. (Ca) said that during the second quarter ended June 30 and the third quarter ended Sept. 30, it bought back some of its 10¼% senior subordinated notes due 2009 at a discount to face value.

BGF, a Greensboro, N.C.-based electronics components maker, said in its 10-Q quarterly report to the Securities and Exchange Commission that it repurchased $1.3 million face amount of the notes on June 20 for $800,000, plus $100,000 of accrued interest, which resulted in a gain of $400,000. On Aug. 25, it repurchased $3 million face amount of the notes for $2.2 million plus accrued interest, resulting in a gain of $800,000.

BGF - which issued $100 million of the notes in January 1999 - acknowledged that the notes are currently trading at substantial discounts to their face amount, and said that in order to reduce future cash interest payments, as well as future amounts due at maturity or upon redemption, the company or its affiliates may, from time to time, buy the notes for cash in open-market purchases, privately negotiated transactions or otherwise.

AMI Semiconductor redeems 35% of 10¾% notes

New York, Nov. 12 - AMI Semiconductor Inc. (B3) that it redeemed $70 million of its 10¾% senior subordinated notes due 2013, or 35% of the outstanding amount, on Nov. 1. Total cost to the company was $77.5 million, or 110.75% of the underlying principal. It additionally paid its holders accrued interest on the notes.

AMI's corporate parent, AMIS Holdings Inc., a Pocatello, Ida. -based semiconductor manufacturer, said in a 10-Q filing with the Securities and Exchange Commission that the repurchase of the bonds followed the completion by the company of an initial public offering of 25.145 million common shares at $20 per share on Sept. 26. It said that net proceeds from the offering were $471 million, which the company used, along with the borrowings under its new $125 million senior term loan, to redeem all of its outstanding shares of preferred stock for some $465.2 million and to repay in full its original senior term loan for some $39.9 million, in addition to the cost of redeeming the notes.

The company had issued $200 million of the notes in January. The redemption was carried out under the equity clawback provision allowing the company to redeem up to 35% of the outstanding notes using the proceeds from any equity offering during the first three years after the notes were issued, when they would otherwise not be eligible to be called.

Following the repayment, the company had total debt of $255 million.

AES calls $19.4 million 10% notes

New York, Nov. 12 - AES Corp. said it has called for redemption $19.389 million principal amount of its 10% senior secured notes due 2005.

The Arlington, Va., power company will redeem the notes on Dec. 12 at par plus accrued interest.

The redemption is being made under the "excess asset sales proceeds" provision of the note indenture and reflects the part of proceeds from sales in the fourth quarter so far that is required to be allocated to the notes.

Wesco buys back $21.2 million 9 1/8% notes

New York, Nov. 12 - Wesco International Inc. said it bought back $21.2 million principal amount of its 9 1/8% senior subordinated notes due 2008 in the nine months ended Sept. 30 - with Securities and Exchange Commission filings indicating most of those repurchases were in the latest three months.

As of Sept. 30, the company had $378.8 million principal amount of the notes outstanding, down from $397 million at June 30.

The Pittsburgh distributor of electrical products paid $19.7 million to buy back the $21.2 million of notes.

Volume Services receives consents, tenders for 80% of 11¼% notes

New York, Nov. 12 - Volume Services America, Inc. said it has received consents and tenders for more than 80% of its outstanding 11¼% senior subordinated notes due 2009 by the early tender deadline of 5.00 p.m. ET on Nov. 6.

That response means the Spartanburg, S.C.-based provider of catering, concessions, merchandise and facilities management services for sports facilities, convention centers and other entertainment venues, has received the necessary consents in its solicitation, which required approval of holders of at least a majority of the securities.

Volume Services said consents and tenders may not now be validly withdrawn unless the company reduces the amount of the tender offer consideration, the early consent premium or the principal amount of notes subject to the tender offer or is otherwise required by law to permit withdrawal.

Volume Services (B3/B-) started the tender on Oct. 23 when it announced the cash tender offer for all of the $100 million outstanding principal amount of the 11¼% as well as the related solicitation of noteholder consents to proposed indenture changes.

The company set 5 p.m. ET on Nov. 6 as the early consent deadline and said the tender offer would expire at midnight ET on Nov. 21, with both deadlines subject to possible extension.

Volume Services Americasaid that it will pay tendering noteholders $1,062.79 per $1,000 principal amount of notes validly tendered and accepted for purchase, plus accrued and unpaid interest up to, but not including, the payment date.

In addition, noteholders who tender their notes and provide consents to the proposed amendments by the early consent deadline will receive an early consent premium of $20 per $1,000 principal amount.

Volume Services said that the tender offer would be subject to several conditions, including receipt by the company of valid and unrevoked consents from the holders of a majority in principal amount of the notes by the expiration deadline, and the consummation of an offering of Income Deposit Securities by Volume Services' parent company, Volume Services America Holdings, Inc.; the net proceeds of the Income Deposit Securities offer will be used to fund the tender for the 11¼% notes among other things.

The dealer manager for the tender offer is CIBC World Markets Corp. (contact Brian Perman at 212 885-4489). The information agent is Innisfree M&A Inc. (investors call toll-free at 888 750-5834, banks and brokerage firms call 212 750-5833).

Triad Hospitals closes new note offering, buys back most existing 11% bonds

New York, Nov. 12 - Triad Hospitals, Inc. (B2/BB-) said it closed on the recent sale of $600 million aggregate principal amount of new 7% senior subordinated notes due 2013 and used part of the proceeds to repurchase about 99% of its $325 million of outstanding 11% senior subordinated notes due 2009 under the terms of its previously announced tender offer for the notes and to and make consent payments in connection with the amendment of the related indenture.

The company also said that the previously executed supplemental indenture incorporating the proposed amendments became operative upon Triad's acceptance for purchase of the tendered 11% notes, and will be binding upon the holders of any 11% notes that are not tendered into the offer, which as previously announced will expire on Nov. 24.

As previously announced, Triad Hospitals, a Plano, Texas-based hospital operator, said on Oct. 27 that it had begun a cash tender offer to purchase any and all of its $325 million outstanding principal amount of 11% notes and was also soliciting noteholder consents to proposed indenture changes.

It set a now-expired consent deadline of 5 p.m. ET on Nov. 4 and said the tender offer would expire at 11.59 p.m. ET on Nov. 24, with both deadlines subject to possible extension.

Triad said that the total consideration to be paid for each note validly tendered before the consent deadline would be $1,102.22 per $1,000 principal amount, including a $30 per $1,000 principal amount consent payment. Holders tendering their notes after the consent deadline but before the offer expires would receive $1,072.22 per $1,000 principal amount.

Holders will also receive accrued interest up to, but not including, the date of payment.

The company said that among other things the proposed indenture amendments would eliminate most of the indenture's principal restrictive covenants and would amend certain other provisions contained in the indenture. Adoption of the proposed amendments would require the consent of the holders of at least a majority of the outstanding notes.

Holders tendering their notes would be required to consent to the proposed amendments and holders conversely could not deliver consents to the proposed amendments without tendering their notes in the tender offer. Tendered notes could be withdrawn and consents could be revoked at any time prior to the expiration of the consent solicitation, but not thereafter.

The company said the tender offer would be conditioned upon, among other things, a minimum tender condition, a requisite consents condition and the completion of a Rule 144A offering by Triad of at least $450 million of new senior subordinated notes (Triad was heard by high yield syndicate sources to have sold an upsized offering of $600 million new 7% senior subordinated notes due 2013 on Nov. 6).

On Nov. 5, Triad said that it had received the requisite tenders and consents from its 11% noteholders. The company said the consent solicitation expired as scheduled at 5 p.m. ET on Nov. 4, without extension; as of that deadline, holders of approximately 98% of the outstanding principal amount of the notes had tendered their notes and consented to the proposed amendments to the related indenture.

Triad said it planned to enter into a supplemental indenture to put into effect the proposed indenture amendments, although the amendments would not become operative, however, unless and until the notes tendered by the consenting holders were accepted and paid for pursuant to the terms of the tender offer. It said that once the proposed amendments to the related indenture became operative, they would be binding upon the holders of any notes not tendered into the offer.

Merrill Lynch & Co. (call 888 ML4-TNDR or collect at 212 449-4914) and Banc of America Securities LLC (call 888 292-0070 or collect at 704 388-4813) are acting as co-dealer managers and cosolicitation agents for the tender offer and the consent solicitation. The information agent is Georgeson Shareholder Communications Inc. (call 888 549-6627 or collect at 212 440-9800). The depositary for the tender offer is Citibank, NA.

Premcor to redeem 2007, 2008 notes with new-deal proceeds

New York, Nov. 12 - Premcor Inc. (Ba3/BB-) announced that its wholly owned subsidiary, The Premcor Refining Group Inc., completed its offering of $385 million in aggregate principal amount of new senior notes and senior subordinated notes.

It said that Premcor Refining Group has called its outstanding $100 million of 8 3/8% senior notes due 2007, $110 million of 8 5/8% senior notes due 2008, and $175 million of 8 7/8% senior subordinated notes due 2007 for redemption on Dec. 12, using the proceeds of the now-completed offering of new bonds.

It said that redemption of the notes will include call premiums of 2.094% for the 8 3/8% notes, 4.312% for the 8 5/8% notes, and 2.958% for the 8 7/8% notes.

The company expects to record a pretax charge in the fourth quarter totaling $17 million related to the redemptions, including $12 million for the redemption premiums and $5 million for the non-cash write-off of deferred financing costs related to the redeemed notes.

Petro Stopping again extends tender for discount notes

New York, Nov. 12 - Petro Stopping Centers Holdings LP (Caa3/CCC+) and Petro Holdings Financial Corp. said they had again extended their previously announced exchange offer and consent solicitation for all their outstanding $113.37 million principal amount at maturity of senior discount notes due 2008, and Petro Warrant Holdings Corp. extended the concurrent consent solicitation for its outstanding warrants.

The exchange offer and the consent solicitations were extended to 5 p.m. ET on Nov. 19 subject to possible further extension, from the previous deadline of 5 p.m. ET on Nov. 12. They were originally due to expire on Sept. 30.

As of 5 p.m. ET on Nov. 12, $26.7 million principal amount at maturity of the existing notes had been tendered, unchanged from Nov. 4, when the deadline was last extended.

Consents had meanwhile been received for 53.1% of the warrants, also unchanged.

As previously announced, the transaction is part of the El Paso, Texas-based travel plaza operator's refinancing of its debt.

The company is offering $242.57 in cash and $1030.30 in principal amount at maturity of new senior second secured discount notes due 2014 for each $1,000 principal amount at maturity of the existing notes.

The new notes will accrue cash interest at 14% beginning Oct. 1, 2009.

In the consent solicitation, PetroStopping is looking to eliminate substantially all the restrictive covenants and events of default in the indenture of the existing notes.

Petro Warrant Holdings is soliciting consents to extend the mandatory purchase date of the outstanding warrants.

A valid tender in the exchange offer will also be deemed to be a consent to the proposed amendments to the indenture and, to the extent that holders of the existing notes are also holders of the outstanding warrants, to the proposed amendments to the warrant agreement.

The offer is conditional on, among other things, the receipt of tenders of at least a majority of the outstanding principal amount at maturity of the existing notes, the receipt of consents from holders of at least a majority of the outstanding warrants and the consummation of financing transactions.

In connection with the offer, Petro Stopping Centers Holdings said it intends to refinance substantially all its existing debt in order to extend its debt maturities, to increase its financial flexibility and to take advantage of current conditions in the debt markets.

The information agent is Global Bondholders Services (212 430-3774 or 866 470-4200).

North American Van Lines extends tender offer, pricing date for 13 3/8% notes

New York, Nov. 12 - North American Van Lines, Inc. said it had extended its previously announced tender offer for its 13 3/8% senior subordinated notes due 2009, and had also extended the pricing date for the offer.

The tender offer, which had been set to expire at 5 p.m. ET on Nov. 18, has been extended until 5 p.m. ET on Nov. 24, subject to possible further extension. The pricing, which was initially set for 2 p.m. ET on Nov. 13, was extended to 2 p.m. ET on Nov. 19, also subject to possible further extension.

As of Nov. 12, $138.975 million principal amount of the notes had been validly tendered.

As previously announced, North American Van Lines, a Fort Wayne, Ind.-based national moving and storage company, said on Oct. 20 that it had begun a cash tender offer for all $150 million of its outstanding 13 3/8% notes, and said that it was also soliciting the consent of its noteholders to proposed amendments aimed at eliminating or modifying substantially all of the restrictive covenants and certain other provisions contained in the notes' indenture. The company said that holders could not tender their notes without also delivering consents or deliver consents without also tendering their notes.

It set a now-expired consent deadline of 5 p.m. ET on Oct. 31, initially set the expiration deadline at 5 p.m. ET on Nov. 18 and said that the consideration it would offer for the notes would be set on Nov. 13 (the pricing date and the expiration have now been extended).

North American said that it would determine the consideration to be paid to tendering noteholders using a formula based on a fixed spread of 75 basis points over the yield to maturity at 2 p.m. ET on the pricing date of the reference security, the 2% Treasury note due Nov. 30, 2004. Total consideration for those holders tendering their notes by the consent deadline, and thus delivering their consents to the indenture changes, would include a consent payment of $30 per $1,000 principal amount. Holders will also receive accrued interest.

North American said that if the tender offer deadline is extended, the pricing date will also be extended from the original Nov. 13 date to prior to the opening of business on a date such that two whole business days would have elapsed between that date and the expiration of the offer.

The company said that the tender offer and consent solicitation would be subject to the satisfaction of certain conditions, including the consummation of the planned initial public offering by Sirva, Inc., North American's parent company, the consummation of certain financing transactions by the North American and the execution of the proposed amendments to the indenture following the now-fulfilled condition of receipt by the company of consents representing at least a majority of the outstanding amount of the notes.

On Oct. 31, North American said it had received the necessary consents to the proposed indenture amendments from the noteholders, having received consents from $138.175 million principal amount of the notes, or 92% of the principal amount, far above the majority needed.

It said that tendered notes could not be withdrawn and delivered consents could not be revoked, after the date on which the trustee under the indenture receives an officer's certificate from the company certifying that the requisite consents have been received, except in limited circumstances.

Banc of America Securities LLC is the dealer manager and solicitation agent (contact High Yield Special Products at 888 292-0070 or collect at 704 388-4807). The information agent is Global Bondholder Services Corp. (866 470-3600 or collect at 212 430-3774).

National Waterworks extends consent solicitation

New York, Nov. 12 - National Waterworks Inc. said it extended the consent solicitation for its 10½% senior subordinated notes due 2012 to 5 p.m. ET Nov. 19 from 5 p.m. ET Nov. 12.

The Waco, Texas, distributor of components for water and wastewater systems said all other terms of the consent solicitation remain unchanged.

National Waterworks announced on Oct. 29 that it has begun seeking the consent of holders of at least a majority of its outstanding principal amount of its 10½% notes to proposed indenture amendments.

Holders delivering valid consents by the expiration date will be eligible to receive a $20 per $1,000 principal amount consent payment.

National Waterworks said it is asking noteholders to amend the "restricted payments" covenant of the notes' indenture to permit the payment of a one-time $110 million dividend by the company to its corporate parent, National Waterworks Holdings Inc, which would enable Holdings to in turn pay a $110 million dividend to its stockholders.

The company plans to incur an $80 million term loan under its senior credit facility during the fourth quarter and will use the proceeds, together with internally generated cash, to pay the dividend.

The consummation of the consent solicitation - a necessary condition to the payment of the dividend - is itself conditioned upon, among other things, the incurrence by National Waterworks of the term loan and by its obtaining an amendment to certain terms of its existing senior credit facility.

Goldman, Sachs & Co. (contact the Credit Liability Management division at 800 828-3182), J.P. Morgan Securities Inc. and UBS Securities LLC will act as solicitation agents. The information agent is Global Bondholders Services Corp. (call the Corporate Actions department at 866 873-7700).

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