VARSITY BRANDS, INC. (RDL) (B2/B-) said Wednesday (Nov. 14) that it had begun a "modified Dutch auction" tender offer for a portion of its outstanding 10½% senior notes due 2007. The Memphis, Tenn.-based maker of cheerleading and dance team products and producers of related events (formerly known as RIDDELL SPORTS INC) plans to buy anywhere from $28.875 million to $33 million principal amount of the notes, at a price between $700 and $800 per $1,000 principal amount, for a maximum aggregate price of $23.1 million which it has available. Varsity Brands is inviting holders to submit offers to sell their notes, at a price determined by each holder, within the specified range. Holders whose notes are accepted for purchase will also receive accrued and unpaid interest upon consummation of the tender offer. The tender offer will expire at 5:00 p.m. ET on Dec. 13, subject to possible extension. Note tenders may be made or withdrawn at any time prior to the expiration date. There is no condition that any minimum principal amount of notes be offered for sale by the holders. Under terms of the "modified Dutch auction" procedure, Varsity Brands will accept notes offered for sale in the following order: first, offers to sell notes at $700 per $1,000 principal amount and continuing with offers to sell notes in order of increasing offer price, until the Company has spent $23.1 million, excluding accrued interest. The company will pay to all holders whose offers are accepted a designated "clearing price" (i.e., the highest price offered for notes which it accepts for purchase, even if that price is higher than the price offered by a holder). If the total principal amount of notes offered at the designated clearing price exceeds the maximum principal amount of notes that may be accepted by the company at the clearing price under this procedure, acceptances of offers at the clearing price will be allocated among holders on a pro-rata basis. Notes tendered above the clearing price will not be accepted for purchase. Varsity Brands said it plans to finance the purchase of notes with the approximately $23.1 million of proceeds remaining from the sale of its Riddell Team Sports Division this past June. If the tender offer is fully subscribed, no excess proceeds would remain. If the tender offer is not fully subscribed, any remaining excess proceeds may be used for purchases of equipment and other capital expenditures, to make acquisitions, to reduce senior debt, or any combination of the foregoing. Banc of America Securities LLC (call 888 292-0070 toll-free or 704 388-4813 collect) is the exclusive dealer manager, for the offer. HSBC Bank is the depositary, and the information agent is Innisfree M&A Inc. (Banks and brokers call 212 750-5833; others call toll-free at 888 750-5834).

YANKEENETS LLC and YANKEENETS CAPITAL INC. (B1/B) said Wednesday (Nov. 14) that they had set the price they will pay for their outstanding 12¾% senior notes due 2007, under their previously announced tender offer and related consent solicitation for the notes. Total consideration for the notes will be $1,265.37 per $1,000 principal amount, including $27.98 per $1,000 principal amount in unpaid interest up to an assumed payment date of Nov. 20, and including a previously announced consent payment as applicable. AS PREVIOUSLY ANNOUNCED, YankeeNets, a New York-based operator of professional sports teams and provider of sports television programming, said on Oct. 19 that it had begun a cash tender offer and related consent solicitation for all of the outstanding 12¾% notes. The offer will expire at 5 p.m. ET on Nov. 16, subject to possible further extension. The company said it would purchase the outstanding notes at a price to be based on a 50 basis point fixed spread over the yield of the reference security, the 4¾% U.S. Treasury note due Feb. 15, 2004. The purchase price will include a $30 per $1,000 principal amount consent payment for all holders tendering their notes (and thus giving their consents to proposed indenture changes terminating the covenant defeasance and eliminating certain restrictive covenants and events of default) by the consent deadline, which was expected to be 5 p.m. ET on Nov. 1, or any later date on which YankeeNets were to receive consents from holders of a majority in of the principal amount of the notes. Payment for tendered notes will be made two business days following expiration of the tender offer. Completion of the tender offer and payment of the offer price and consent payment are subject to various conditions, including the condition that there be validly tendered and not withdrawn at least a majority of the outstanding notes. The companies said on said Nov. 1 that they had received tenders and consents from the holders of $199 million of the notes being tendered for and that as a result, the consent date for the offer would be Nov. 1; tendered notes could therefore be withdrawn and the related consents revoked, until 5 p.m. ET on Nov. 2. The company further said that it would execute a supplemental indenture incorporating the desired indenture changes, although the amendments would only become operational upon the first date on which the issuers accept tendered notes for payment pursuant to the tender offer. Lehman Brothers (212 455-3327 or collect at 212 681-2265) is dealer manager and solicitation agent. The information agent is D. F. King & Co., Inc. (800 758-5880) and the depositary is State Street Bank and Trust Co.

XEROX CORP. (XRX) (Ba1/BB) said Tuesday (Nov. 13) that it had repaid £125 million of 8¾% guaranteed bonds issued in 1993 and maturing in 2003, paying £129 million (equivalent to $184 million). The repayment took place on Oct. 11, according to the Stamford, Conn.-based copier giant's filing with the Securities and Exchange Commission. Xerox said the action followed a second meeting of bondholders on Oct. 4 at which 79% voted in favor of a proposal to redeem the debt at 103 plus accrued interest. An earlier meeting did not approve redemption. As well as reducing debt, Xerox said repaying the bond eliminated

restrictive covenants, increasing its flexibility.

XO COMMUNICATIONS INC. (XOXO) (Caa1/CCC-) said Nov. 8 that during the third quarter, it executed open market repurchases of $547.3 million in principal amount of its senior notes, and $472.6 million in liquidation preference of its preferred stock in exchange for $288.4 million in cash, resulting in an average repurchase price of 28 cents for every $1 in principal amount or liquidation preference of the securities repurchased. XO, a Reston, Va.-based telecommunications company, realized a net gain of $712.6 million from the repurchase of these securities in the third quarter of 2001.

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