BDK HOLDINGS, INC. said on Monday (May 13) that it had again extended the expiration time of its previously announced offer to exchange new 9% senior notes due 2007 and shares of its common stock, for all of its outstanding 8½% senior notes which came due on Feb. 13 to 3 p.m. ET on May 13, subject to possible further extension, from the previous scheduled deadline of 12 noon ET on May 13. As of May 10, a total of $18,603,311.98 of the notes, or approximately 55.12% of the outstanding principal amount of the 8½% notes, had been tendered in the exchange offer, up from $14,508,311.98 of the notes, or approximately 42.98% of the outstanding amount which had been tendered as of May 9, the amount reported on May 10, when the offer had been previously extended. BDK said the exchange offer remains subject to the conditions set forth in the original official Exchange Offer Statement and its subsequent amendment. AS PREVIOUSLY ANNOUNCED, Burbank, Calif.-based BDK Holdings said on Jan. 16 that it had begun an offer to exchange its new 9% senior notes and shares of its common stock, for all of its $33.75 million of outstanding 8½% senior notes, which were scheduled to mature on Feb. 13, although it said that the maturity deadline could be extended if noteholders agreed. The offer was originally scheduled to expire at 12 p.m. ET on Feb. 13, but was subsequently extended several times. BDK initially said that holders whose tenders of the existing notes were accepted would receive $307.89 principal amount of the new notes and a proportional amount of 777,000 shares of BDK common stock per $1,000 principal amount of the existing notes, although those terms were subsequently sweetened. It said the exchange offer would be conditioned upon receipt by BDK of tenders of at least 95% of the outstanding existing notes, its success in obtaining additional financing, and other customary conditions. On Feb. 13, BDK Holdings, besides extending the original expiration deadline, said that it was beginning a solicitation to each noteholder to agreements which would extend the maturity date of the 8½% senior notes and to defer certain interest payments until the planned extended maturity date, which would be the earliest of either a) April 15; OR b) the date of any default on the notes other than one based on the failure to pay principal or interest on or after Feb. 13; OR c) the date on which the credit facility of BDK's subsidiary terminates or expires, including any extensions; OR d) the date on which BDK Holdings makes payment of principal or interest on any of the 8½% notes. It said the extension solicitation would expire at midnight ET on March 13, subject to possible extension. As of Feb. 13, holders of at least 93% of the outstanding notes had indicated that they would sign extension agreements. BDK said it was in discussions with certain holders of the 8½% notes on the terms and conditions of the exchange offer, which might lead to alteration of the amount and type of consideration the company would offer to the noteholders under the exchange offer. BDK said on March 4 that holders of approximately 86.7% of the notes had agreed to extend their maturity until the extended maturity date (the earliest of four possible options which had been previously announced). On April 1, BDK said that it had again extended its exchange offer, which had previously been extended to April 1, to new deadline of midnight ET on April 30, subject to possible further extension (and which was, in fact, subsequently extended again more than once). On April 25, BDK said that it had extended and had amended the terms of its previously announced offer to exchange new notes and stock for its existing 8½% senior notes, which were originally scheduled to have been repaid on Feb. BDK said that as a result of discussions between a special committee of its Board of Directors and certain holders of the existing BDK notes, BDK has decided to increase what it will offer for the existing notes. Noteholders are to be offered $324.77 principal amount of the new notes, $130 in liquidation preference of 13.5% cumulative redeemable senior preferred Stock, plus a proportional amount of 777,000 shares of BDK common Stock for each $1,000 principal amount of the existing notes tendered in the exchange offer. Holders of the existing notes who previously tendered them under the initial offer terms have the right to withdraw such previous tenders if they do not wish to participate in the exchange offer. However, once the existing notes have been tendered in the exchange Offer, as amended, they may not be withdrawn.

COLE NATIONAL GROUP, INC., (B2/B) a subsidiary of COLE NATIONAL CORP. (CNJ), said on Friday (May 10) that the period for soliciting consents to the proposed amendment to the indenture governing Cole National Group's 9 7/8% senior subordinated notes due 2006, under its previously announced tender offer and related consent solicitation, expired as scheduled at 5 p.m. ET on May 9, with no extension. Cole said that since it had received the requisite number of consents for the proposed amendment, the proposed amendment has become effective - but the amendment will not become operative, however, until the settlement date for the tender offer, which is anticipated to be May 24. If the tender offer is terminated before completion or withdrawn, or the notes are not accepted for payment for any reason, the proposed amendment will not become operative. Cole said tenders of notes and deliveries of consents made prior to the consent deadline now may not be validly withdrawn or revoked, except under certain limited circumstances which have already been publicly outlined. AS PREVIOUSLY ANNOUNCED: Cole National, the Cleveland-based operator of the Pearle retail vision care stores, said on April 26 that it had begun a cash tender offer to purchase all of its outstanding $150 million of 9 7/8% notes, and a related solicitation of noteholder consents to a proposed indenture amendment that would shorten the minimum period required for notice of redemption of the notes from 30 days to three days. The company said the tender offer would expire at midnight ET on May 23, while the consent deadline was set at 5 p.m. ET on May 9, both deadlines subject to possible extension. Holders tendering their notes would be required to consent to the proposed amendment, and holders consenting to the proposed amendment would be required to tender their notes. Cole said that tenders of notes and deliveries of consents made prior to the consent deadline could not be validly withdrawn or revoked, unless CNJ were to reduce the tender offer consideration or the principal amount of notes subject to the tender offer or if it were otherwise required by law to permit withdrawal. Tenders of notes made after the consent deadline could be validly withdrawn at any time until the tender offer's expiration deadline. Cole set the total consideration to be paid for each properly delivered consent and validly tendered note accepted for payment at $1,051 per $1,000 of principal amount of the notes, plus accrued and unpaid interest. That total consideration figure includes an early consent premium of $1.625 per $1,000 principal amount for notes tendered by the consent deadline. Holders tendering their notes after the consent deadline but before the expiration of the tender offer would receive $1,049.375 per $1,000 principal amount, plus accrued and unpaid interest. Cole said the tender offer would be conditioned upon the satisfaction of a financing condition, a credit facility condition, a minimum tender condition and a supplemental indenture condition, as well as other general conditions. If the tender offer is consummated, Cole National Group intends to then promptly call for redemption - in accordance with the newly amended terms of the notes' indenture - any and all notes that remain outstanding, paying the applicable redemption price of $1,049.375 per $1,000 principal amount, plus interest accrued up to the redemption date. Cole separately but concurrently announced on April 26 that it planned to offer $150 million of senior subordinated notes for sale under Rule 144A, with the expected proceeds from the offering to be used to purchase or redeem its outstanding 9 7/8% notes. It said it expected the transactions to be completed during its second quarter. Lehman Brothers (call 212 528-7581 or toll free 800 438-3242) and CIBC World Markets to serve as the dealer managers for the tender offer and consent solicitation. Morrow & Co., Inc., (800 607-0088) will be the information agent for the tender offer.

QUALITY DISTRIBUTION, INC. (Ca) said on Friday (May 10) that it has satisfied the $61.3 million threshold condition and extended the time and date of the expiration of its previously announced offer to exchange new debt and equity securities for existing outstanding 10% Series B senior subordinated notes due 2006 and Series B floating interest rate subordinated term securities due 2006 (FIRSTS), and the related solicitation of noteholder consents to proposed indenture changes for the existing notes. The offer will now extended to 5 p.m. ET on May 24 from the previous May 10 deadline. The company said that as of May 10, some $61.9 million principal amount of the existing notes had been validly tendered and not properly withdrawn, and had delivered consents to the proposed amendments. Accordingly, the company intends to consummate the previously outlined debt/equity exchange, which is conditioned upon, the minimum tender threshold, among other requirements. Quality Distribution further said that in an effort to successfully complete the exchange, it has agreed to amend certain terms of the debt and equity securities to be issued under the exchange offer, but it did not elaborate as to the nature of the change in its announcement. In addition, Apollo Management, LP, the Company's controlling stockholder, has agreed to waive the $78.3 million threshold condition contained in its previously announced lock-up agreement and said it will exchange its existing notes for shares of the company's junior 13¾% preferred stock and purchase an additional $10 million of the preferred stock, so long as the $61.3 million threshold condition is satisfied. The company plans to disseminate additional materials regarding such amendments to the terms of the exchange offer to all holders of the existing notes, in accordance with the terms of the official Offering Memorandum and Consent Solicitation Statement. Quality Distribution also noted that in addition to having satisfied the minimum tender threshold condition, it has satisfied the requisite consent condition for the consent solicitation, based on the number of consents to the proposed amendments it has received to date. Accordingly, the company expects that on the offer's scheduled expiration date, it will execute a Second Supplemental Indenture, putting into effect the proposed amendments. AS PREVIOUSLY ANNOUNCED: Quality Distribution, a Tampa, Fla.-based tractor and trailer operator, said on May 9 that it had extended the time and date of the expiration for its pending offer to exchange debt and equity securities for up to $87 million of its existing outstanding 10% Series B senior subordinated notes and Series B floating interest rate subordinated term securities. The offer (which had begun on April 10 with the distribution of the official offering statement to the noteholders and security holders, but which was not publicly announced at that time) was initially extended to May 9 from the original May 8 deadline, although this was subsequently extended again. The company offered in exchange for the existing notes a package consisting of 12½% senior subordinated secured notes due 2008, 12% junior subordinated PIK notes due 2009 and warrants to purchase shares of its common stock. Besides the exchange offer, Quality is soliciting noteholder consents to proposed indenture amendments for the existing notes. As of May 9, $14.5 million principal amount of the existing notes had been validly tendered (and not properly withdrawn) and their holders delivered consents to the proposed amendments. Meantime, holders of $53 million principal amount of the existing notes had executed lock-up agreements committing them to exchange their notes for the package of new debt and equity securities if the exchange offer is completed. The completion of the exchange offer is conditioned upon, among other things, the now-fulfilled requirement of at least $61.3 million of the existing notes (excluding the $53 million principal amount of the notes covered by the lock-up agreements) being validly tendered (and not properly withdrawn) in the exchange offer. Eligible holders of the existing notes that have not previously tendered their notes will continue to have the opportunity to validly tender their notes (together with consents to the proposed amendments) at any time prior to 5 p.m. ET on the expiration date. Tendered existing notes (together with consents to the proposed amendments) may also be withdrawn at any time before the deadline.

TELEMUNDO GROUP, INC. said Friday (May 10) that it had commenced a change-of- control offer for all of its 10½% senior notes due 2006, as required by the notes' indenture. Under the terms of the offer, Telemundo - which was recently acquired by General Electric Corp.'s NBC broadcasting group - offered to pay a purchase price of $1,010 per $1,000 face amount of notes, plus any accrued and unpaid interest up to the first business day after the date the offer expires (the offer will expire at 5 p.m. ET on June 10, subject to possible extension). As of May 10, $305,000 face amount of notes is outstanding. Telemundo will pay for tendered notes by depositing same-day funds sufficient to pay the purchase price of all senior notes or portions of such notes with the offer's depositary on the first business day following expiration of the offer. AS PREVIOUSLY ANNOUNCED General Electric, a Fairfield, Conn.- based conglomerate with interests in broadcasting, finance, electrical products and other industrial products, said on March 11 that it had begun a tender offer for all of the 11½% Series D senior discount notes due 2008 issued by TELEMUNDO HOLDINGS, INC., (B3/CCC+) a Hialeah, Fla.- based Spanish-language broadcasting company, as part of the latter company's $1.98 billion acquisition by GE, which was initially announced last year. The tender offer was initially slated to expire at 5 p.m. ET on April 8, although that date was subsequently extended. GE said it would pay a purchase price of $100.75 per $100 principal amount at maturity; if the settlement date were to fall after April 9, it would pay an additional amount per $100 principal amount at maturity (rounded if necessary to the nearest $0.001) equal to $0.01013 per day for each calendar day from and including April 9, up to, but excluding, the settlement date for the offer. GE said the purchase price would include a consent payment equal to 2% of the principal amount at maturity, which would be paid only for Telemundo notes tendered at or prior to a (now expired) consent payment deadline of 5 p.m. ET on March 25 and not subsequently withdrawn. GE said it was seeking noteholder consents to various indenture amendments which would provide Telemundo with greater operational and financial flexibility following its planned acquisition by GE's wholly owned broadcasting division, NBC. It said the offer would be conditioned on - among other things - completion of that acquisition, as well as receipt of the requisite consents to adopt these amendments. Holders tendering after the consent deadline would not receive the consent payment portion of the total consideration. GE said it expected to extend the offer from time to time as necessary until NBC completed its acquisition of Telemundo. GE said it would pay for the tendered notes in same-day funds on the first business day following expiration of the offer, or as soon thereafter as practicable. On March 26, General Electric said that the Telemundo noteholders had tendered all the $293.891 million of the outstanding securities and gave accompanying consents. On April 9, it said that it had extended the tender offer until 5 pm ET on April 15, subject to possible further extension, from the originally announced April 8 deadline. GE noted that while all of the $293.891 million of the Telemundo notes had been tendered as of April 8, the condition to the completion of the tender offer that the acquisition of Telemundo by GE had had not yet been completed, and GE said it reserved the right to continue extending the tender offer until the acquisition was completed. GE also said on April 9 that with Telemundo noteholders having previously consented to the proposed indenture changes, Telemundo had already executed a supplemental indenture incorporating those amendments, although those amendments would not become operative until the offer was closed. On April 10, the NBC said that the deal could close in a matter of days; separately, the Federal Communications Commission approved the transfer of Telemundo's television stations to the NBC network - a key regulatory step toward completion of the sale - and gave NBC a year in which to comply with station ownership limits in the Los Angeles market, where the combined operations will have three TV stations. GE said on April 12 that it had completed its acquisition of Telemundo Communications Group, Inc., the direct parent of Telemundo Holdings. On April 16, GE said that it had successfully completed the tender offer for the 11½% notes. The offer expired as scheduled at 5 p.m. ET on April 15 with no further extension. As of that deadline, GE had accepted tenders of from the holders of all of the outstanding 11½% notes. Payment for the notes and consent payments was made on April 16. The total consideration for each $100 principal amount of Notes validly tendered was $10.821, which included a consent payment, as already outlined. Goldman, Sachs & Co. (call 800 828-3182) was the dealer manager for the tender offer. The information agent was Morrow & Co., Inc. (call 800 607-0088; banks and brokerage firms call 800 654-2468); the depositary was The Bank of New York (call 212 235-2354), which is also serving as depositary for the current change of control offer for the 10½% notes.

INSIGHT HEALTH SERVICES CORP. said Friday (May 10) that its previously announced offer to exchange newly issued 9 7/8% Series B senior subordinated notes due 2011 which have been registered for public trading for a like amount of existing 9 7/8% notes expired as scheduled at 5 p.m. ET on May 10 without further extension. As of the offer's expiration, 100% of the outstanding notes had been validly tendered and not withdrawn and were slated to be exchanged for the new exchange notes. AS PREVIOUSLY ANNOUNCED: InSight Health Services, a Newport Beach, Calif.-based provider of diagnostic imaging and information, treatment and related management services, said on April 5 that it had begun an offer to the registered holders of record (as of the close of business on April 2) to exchange up to $225 million of the new Series B 9 7/8% notes for the existing notes, which had been previously sold in a Rule 144A private placement and could not be publicly traded. The company set 5 p.m. ET on May 6 as the expiration, subject to possible expiration. Tenders of outstanding notes could be withdrawn at any time prior to the expiration. On May 6, InSight extended the expiration date of its offer to 5 p.m., ET on May 10 from the original May 6 deadline, subject to possible further extension. The exchange offer was not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange, but was otherwise subject to certain customary conditions. State Street Bank and Trust Co., NA In Boston (call Ralph Jones at 617 662-1548) was the exchange agent for the offer.

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