THE GREAT ATLANTIC & PACIFIC TEA CO. (GAP) (B2/ BB) said Monday (Nov. 19) it has begun a tender offer for any and all of its $200 million outstanding 7.70% senior notes due 2004. The Montvale, N.J. supermarket company said that in conjunction with the tender, it also commenced a consent solicitation to eliminate certain events of default and certain covenants in the indenture governing the notes. A&P is offering to purchase tendered notes for $1,045.00 in cash for each $1,000 principal amount. Holders will also receive accrued and unpaid interest to the payment date. The purchase price includes a consent payment of $30.00 for each $1,000 principal amount of tendered notes that will be paid only for notes tendered prior to the consent date, which will be 5:00 p.m. ET on Dec. 3, 2001, unless extended. The tender offer will expire at 11:59 p.m. ET on Dec. 17, 2001, unless extended. Consummation of the tender offer is subject to various conditions, including that there be validly tendered and not validly withdrawn at least 80% of the outstanding aggregate principal amount of the notes. A&P said it plans to issue new debt to finance the tender. Lehman Brothers Inc. is the dealer manager and solicitation agent for the tender offer and the consent solicitation (contact: Scott Macklin at 212 455-3301 or collect at 212 681-2265). The information agent is D.F. King & Co., Inc. (800 769-4414) and the depositary is JPMorgan Chase Bank.

COLOR SPOT NURSERIES (Ca) said Monday (Nov. 19) it has again extended the expiration of its exchange offer and consent solicitation for all of its $100 million of outstanding 10½% senior subordinated notes due 2007 to 1 p.m. ET on Nov. 20, 2001 from midnight ET on Nov. 19, 2001. By late Monday, Color Spot said $51.125 million principal amount of notes had been tendered. The exchange offer is being carried out to implement a financial restructuring previously agreed upon by the Pleasant Hills, Calif.-based wholesale nursery chain and a majority of its bondholders, which will involve the conversion of a substantial portion of its current notes into preferred stock.

YOUNG BROADCASTING (YBTVA) (B2/BB-) again extended its previously announced consent solicitation from holders of its 9% senior subordinated notes due 2006. The company said Tuesday (Nov. 20) that the solicitation will now expire at 5.00 p.m. ET on Nov. 27, 2001 unless further extended. On Monday, Young amended the terms to pay holders of its 9% senior subordinated notes due 2006 $25.00 in cash for each $1,000 principal amount of the 9% notes if the proposed amendments become effective. AS PREVIOUSLY ANNOUNCED, Young Broadcasting, a New York-based television station ownership group, said Oct. 26 that it had begun soliciting consents from the noteholders. The company said that it will pay consenting holders $10 per $1,000 principal amount, in cash (subsequently increased), if the proposed amendments become effective. The consent solicitation was originally slated to expire at 5 p.m. ET on Nov. 5 (subsequently extended multiple times). The proposed amendments to the 9% notes' indenture are conditioned upon, among other things, receipt of the requisite consents in the consent solicitation, consummation of a proposed offering of new senior notes, and the amendment of the company's senior credit facility. Young Broadcasting said that subject to market conditions, it intends to offer up to $250 million of new senior unsecured notes in a private placement, and added that it has that it has requested that its senior lenders agree to certain amendments to Young's senior credit facility. The net proceeds from the proposed new senior note offering will be used to repay debt under the senior credit facility. The issuance of the new senior notes is subject to the successful completion of the consent solicitation. The proposed amendments to the senior credit facility address, among other things, possible financial covenant issues which may arise at December 31, 2001 and in future years. Deutsche Banc Alex. Brown Inc.(212-469-8995), CIBC World Markets Corp. and First Union Securities, Inc. will be the solicitation agents; D.F. King & Co., Inc.(800-714-3305) as acting as the information agent.

FRIENDLY ICE CREAM CORP. (FRN) (B3/CCC+) announced Tuesday (Nov. 20) it is extending the expiration of its modified dutch auction for some of its outstanding 10½% senior notes due 2007 to 5.00 p.m. ET on Nov. 29, 2001 from 11.59 p.m. ET on Nov. 20. The Wilbraham, Mass. company said that so far it has not completed the financing for the offer and noted that it cannot give an assurance it will be able to. As of 5 p.m. ET on Nov. 20, Friendly's said it had received tenders for $3.078 million principal amount of the notes. AS PREVIOUSLY ANNOUNCED: Friendly's said on Oct. 24 that it has begun a "modified dutch auction" tender offer for a portion of its outstanding 10½% senior notes due 2007. The Wilbraham, Mass.-based restaurant/ice cream shop operator and ice cream maker is asking noteholders to submit offers to sell their notes, at a price determined by each holder, within a range of $720 to $750 per $1,000 principal amount. Holders whose notes are accepted for purchase will also receive accrued and unpaid interest. Friendly's plans to spend a maximum of $21 million on the buyback, excluding interest costs. Based on that total and on the stated price range, it envisions buying back somewhere between $28 million and $29.166 million of the notes under the tender offer, which is slated to expire at 11:59 p.m. ET on Nov. 20, subject to possible further extension. Notes may be tendered or withdrawn at any time prior to the deadline. The company said that under the "modified Dutch auction" process, it will first accept notes offered for sale at the minimum $720 per $1,000 principal amount price and will then accept offers to sell notes in order of increasing offer price, until it has spent approximately $21 million, excluding accrued interest. Friendly's will pay to all holders whose offers are accepted the highest price offered for notes that are accepted for purchase, even if that price is higher than the price offered by a holder. If the total principal amount of notes offered at this "clearing price" exceeds the maximum amount of notes the company will accept under its tender offer, notes will be accepted on a pro-rata basis. Friendly's is making the tender offer in connection with a three-part refinancing plan, involving a new revolving credit facility, new mortgage loans and a sale-leaseback transaction. It said the proceeds of these financings will be used to finance the offer, as well as to repay Friendly's existing credit facility, and for working capital. The company has obtained a commitment letter relating to the mortgage financing, but does not have any commitments relating to the new credit facility or the sale and leaseback transaction. Availability of funds from the successful closing of the refinancing plan is a condition to Friendly's obligation to purchase the notes under its tender offer, and Friendly's cautioned that it could not give absolute assurances that it will be able to consummate the refinancing plan. Banc of America Securities LLC is the exclusive dealer manager, The Bank of New York is the depositary, and D.F. King & Co., Inc. is the information agent.

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