Wickes amends and extends exchange for 11 5/8% notes

New York, Dec. 16- Wickes Inc. (Ca/D) said that it was amending the terms of its previously announced exchange offer for its 11 5/8% senior subordinated notes scheduled to come due on Dec. 15, and was extending the offer to 5 p.m. ET on Dec. 30, subject to possible further extension, from the previous deadline at 5 p.m. ET on Dec. 15.

As of the old deadline, holders had tendered $9.539 million of their notes for exchange, or about 45.2% of the outstanding principal amount, unchanged from the amount which had been tendered by the previous Dec. 10 deadline, when Wickes last announced an extension of the offer. The figure includes $3,549,515 principal amount of senior subordinated notes tendered by the largest noteholder, Barry Segal of Bradco Supply, representing around 16.8% of the outstanding senior subordinated notes.

Wickes amended the terms of the offer to allow tendering note holders to elect to receive either (i) $500 in cash and $250 principal amount of new 10% convertible notes due 2007, (ii) $1,250 principal amount of new convertible notes, or (iii) $650 in cash. The change gives noteholders an all-cash option not previously offered and raises the amount of new notes offered under the all-notes option. The notes-and-cash option remains unchanged.

Wickes also said that in any case, if the exchange offer is completed, tendering note holders will also receive accrued and unpaid interest on the subordinated notes at the existing coupon rate from June 16, 2003 through the closing date of the exchange offer.

As previously announced, Wickes, a Vernon Hills, Ill. distributor of building materials, said on Nov. 4 that it was offering new convertible notes or a combination of cash and convertibles for its $21.123 million principal amount of 11 5/8% notes.

The exchange was originally supposed to run through 5 p.m. ET on Dec. 3, although the deadline was subsequently extended.

The company said that for each $1,000 principal amount of the existing notes, it was offering either $500 in cash and $250 principal amount of new 10% convertible notes due June 15, 2007 or $1,000 principal amount of the new convertibles (the latter, all-notes, option was subsequently increased and an all-cash option added to the consideration choices). Holders would also receive accrued interest.

The convertibles have a conversion price of $1.00 per share.

Wickes said it was making the exchange offer because it did not expect to generate sufficient cash from operations to pay the subordinated notes on their scheduled Dec. 15 maturity date.

Unless all the subordinated notes were to be tendered in the exchange, Wickes said it expected to default on its payment obligation.

The company said the exchange would be subject to at least $20,066,850 principal amount of the notes being exchanged, or 95% of the outstanding amount.

Closing would also be subject to Wickes obtaining the consent of its senior lenders to the exchange and the funding of an additional term loan under the senior credit facility, or the company entering into other financing arrangements under which it will borrow funds to make the cash payment in the exchange.

The information agent is D. F. King & Co., Inc. (888 869-7406) and the exchange agent is HSBC Bank USA (718 488-4475 attention: Paulette Shaw).

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