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Tuesday, February 22, 2000 |
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Current Noteworthy Filings Index
The filings listed below were received at the Securities and Exchange Commission between January 17 and February 4, 2000
Registration Statements
Proxy Statements
Williams Act Filings
Forms 8K
Registration Statements
New York Times Registers Shares for Times Co. Digital
The New York Times Co. has registered $100 million in Class C common shares in the initial public offering of these shares. The shares are intended to reflect the performance of Times Co. Digital ("TCD"), the Internet business division of the New York Times Co. TCD shares will vote together with the company's Class A shares, which have limited voting rights. TCD is the leading online provider of quality news, information and community through its network of branded Web sites, the flagship of which is the New York Times On The Web. Chicago Mercantile Exchange to Become For-Profit
Chicago Mercantile Exchange, Inc. ("CME") has registered $877 million in Class A and Class B common shares in connection with the demutualization of the organization from a not-for-profit membership corporation to a for-profit stock corporation. The demutualization will be accomplished through a two-step merger with corporations that have been formed for this purpose. The existing corporation will be merged into an intermediate Delaware nonstock membership corporation called CME Transitory Co. Then CME Transitory Co. will be merged into a Delaware stock corporation. Immediately after the demutualization is completed, CME members will be the only shareholders of the new CME. KBkids.com Registers IPO
KBkids.com has registered $210 million in common shares in connection with its initial public offering. KBkids.com is one of the fastest growing online retailers with an exclusive focus on children's products. Currently, the company sells toys, video games, software and videos and intends to expand to other product offerings in the future. In connection with this offering, KBkids.com Inc. was formed, and a subsidiary of KBkids.com was formed to be merged with BrainPlay.com. Simultaneously with the consummation of this offering, the company will reorganize. As part of the reorganization, KBkids.com will invest the net proceeds of this offering in KBkids.com LLC, and in return KBkids.com will receive membership units in KBkids.com LLC. KB Online will contribute one membership unit in KBkids.com LLC to KBkids.com Inc. in exchange for one Class B common share of KBkids.com. The newly formed subsidiary of KBkids.com will merge into BrainPlay.com, resulting in BrainPlay.com becoming a wholly-owned subsidiary of KBkids.com. As a result of this merger, KBkids.com Inc. will indirectly own membership units of KBkids.com LLC held by BrainPlay.com, and BrainPlay.com equity holders will receive Class A common shares or options to acquire Class A common shares of KBkids.com. ActiveUSA.com Plans Sale of Ticketmaster-CitySearch Shares
Ticketmaster Online-CitySearch, Inc. has registered $10.4 million in Class B common shares for sale by one of its shareholders, ActiveUSA.com. The shares have been issued in the name of ActiveUSA.com and deposited in an escrow account. Pursuant to a stock purchase agreement with ActiveUSA.com, the escrow agent will deliver $10 million of the net proceeds from the sale of the shares to ActiveUSA.com and the remainder, if any, of the net proceeds to the company. If the net proceeds are less than $10 million, the company will make up the difference to ActiveUSA.com in cash. If the sale is expected to generate net proceeds in excess of $10 million, ActiveUSA will elect to sell only that number of shares which is expected to yield net proceeds of $10 million. At any time prior to the sale of the shares, the company may exercise an option to pay ActiveUSA.com $10 million in cash and have the shares returned to the company. On January 10, the company made an investment in ActiveUSA, which includes a three-year content licensing and distribution agreement pursuant to which the company will feature ActiveUSA content on the CitySearch Web sites and provide services and advertising to ActiveUSA.com. Information Analysis Registers Shelf Offering, Refocuses Business
Information Analysis Inc. has registered 1.62 million common shares in a shelf offering. Of these shares, 1.52 million are issuable upon exercise of certain warrants issued in connection with a private placement that took place in December 1999 in which units were sold. Each unit consisted of one common share and one-half warrant. Each warrant is exercisable at $1 per share. The remaining 100,000 shares being registered are issuable to one of the company's employees for compensation. Beginning in 1996, the company began a concentrated effort to enhance software conversion products to remedy the Year 2000 problem in certain computing environments. Recently, the focus of the company's business shifted from Year 2000 computer solutions to provide a full range of software conversion, information system reengineering and computer integration to both commercial and government clients. Read-Rite Exchange Offer Will Refinance Bank Facility
Read-Rite Corp. is registering $70.7 million in 10% convertible subordinated notes due September 1, 2004 and $137.9 million in common shares in connection with an exchange offer for its 6-1/2% convertible subordinated notes due September 1, 2004. Noteholders who elect to participate will receive $1,000 principal amount of the 10% notes for each $2,000 principal amount of the 6-1/2% notes. In addition, if the company does not make the interest payment due March 1, 2000 on the 6-1/2% notes tendered in the exchange, noteholders will also receive a payment, in cash or in common shares, of $50 for each $1,000 principal amount of the 10% notes issued in the exchange. Noteholders who participate in the offer will have the right to participate in a cash offer under which the company is offering up to $50 million of additional 10% notes. Read-Rite is making the offer to refinance its existing bank facility. The company’s banks have indicated that they intend to exercise their rights to block the regularly scheduled interest payment due on March 1, 2000. By reducing the amount of the company’s cash required to make the interest payment to a level acceptable to the banks, the exchange offer is intended to reduce the likelihood that the banks will exercise this right. Telecom Trust Registers IPO
The Telecom HOLDRs SM Trust is registering over $1 billion in depositary receipts in connection with its initial public offering. The depositary receipts, called HOLDRs, represent holders’ beneficial ownership in the U.S.-traded common shares of a group of 20 specified companies involved in the telecommunications industry. Telecom HOLDRs may only be acquired, held or transferred in a round-lot amount of 100 Telecom HOLDRs or round-lot multiples. Telecom HOLDRs are separate from the underlying deposited common shares that the HOLDRs represent. Travelocity.Com to Merge With Preview Travel
Travelocity.com Inc. has registered 22.9 million common shares in connection with a merger between Travelocity.com, which is currently owned by Sabre Holdings Corp., and Preview Travel. Shareholders of Preview Travel will receive one common share of Traveolocity.com for each common share of Preview Travel. In the merger, Travelocity.com will issue approximately 14 million common shares to Preview Travel shareholders, all of which are being registered. In addition, Sabre will receive Travelocity.com preferred shares which have economic rights equivalent to approximately three million Travelocity.com common shares. Travelocity.com will be a holding company whose sole asset will be units in the Travelocity.com partnership, which after the merger will own the Travelocity.com and Preview Travel businesses. Preview Travel is a leading provider, based on the number of different visitors to its Web site in a given month, of online travel reservation services and content for leisure and small business travelers.
Proxy Statements
AT&T Shareholders to Vote on New Wireless Group Tracking Stock
At an upcoming special meeting, AT&T shareholders will be asked to approve an amendment which would create AT&T Wireless Group tracking shares. The tracking shares, a separate class of AT&T common shares, are designed to reflect the economic performance of the wireless services businesses, apart from the other AT&T businesses. Holders of the tracking shares would be shareholders of AT&T and not of the Wireless Group. The capital raised from the tracking shares will help the Wireless Group expand its technological, marketing and research and development capabilities. The creation of the shares will not result in a distribution or spin-off of any assets or liabilities of AT&T or its subsidiaries. The Wireless Group tracking shares will be tied to all of AT&T's current wireless operations, including all mobile and fixed wireless licenses, all wireless networks, operations, cell sites, retail operations, wireless customer care facilities and customer location assets, and interests in partnerships and affiliates providing wireless mobile communications in the U. S. and internationally. Monsanto Shareholders to Vote on Pharmacia & Upjohn Merger
At an upcoming special meeting, Monsanto shareholders will vote on a merger with Pharmacia & Upjohn, Inc. In this merger of equals, Pharmacia & Upjohn will become a wholly-owned subsidiary of Monsanto, which will then change its name to Pharmacia Corp. Shareholders of Monsanto will receive shares in the merged company, as well as cash in lieu of fractional shares. Monsanto's board of directors believes that the merger will build upon the complementary sales infrastructures and product portfolios of the merging companies. As a merger of equals, the combination will result in equal representation of Monsanto and Pharmacia & Upjohn interests in the corporate governance of the new company. Pharmacia Corp. will have a world-class research and development capability, taking advantage of reinvested savings which result from synergies relating to cost avoidance and duplicative research. At a later date, the merged companies expect to spin-off Monsanto's current agribusiness component into a separate entity under the Monsanto name, a minority share of which would be sold in an IPO. ILM Senior Living Shareholders to Vote on Acquisition by Capital Senior Living
At an upcoming special meeting, shareholders of ILM Senior Living, Inc. will vote on a proposed merger with a subsidiary of Capital Senior Living Corp. If the merger is approved, ILM shareholders will receive cash for their shares and will not receive any equity interest in the merged company. Given the trend of consolidation in the senior living industry and the unlikelihood that ILM would have the financial or structural capacity to be an acquiror, the board feels that the proposed transaction will maximize the potential return on ILM shares. The board believes that the acquisition by Capital will not materially disrupt the services at current ILM care facilities, and the single-step, all-cash merger transaction will best facilitate the corporate change. In making the decision to recommend this merger, the board considered ILM's strengths and weaknesses as an independent public company, including ILM's REIT status, which prevents ILM from directly operating an assisted living business and limits its ability to expand operations on a relatively debt-free basis because of its statutory obligation to distribute 95% of its annual income to its shareholders. Dynamic Materials Shareholders to Vote on Sale of Shares to SNPE
The shareholders of Dynamic Materials Corp. ("DMC") will vote at a special meeting on the sale of a controlling block of shares to SNPE, Inc. SNPE currently owns 14.30% of DMC's outstanding shares and, through the acquisition, would control approximately 50.80%. The sale of shares will raise $7 million in cash for DMC, which the company will use to repay debt, to finance working capital requirements and to make selective capital investments in its businesses. DMC and SNPE are currently competitors in the manufacture of explosion bonded clad metal products for the petrochemical and chemical processing industries. The board of directors believes that the synergies between the companies will increase shareholder value. The board also believes that the transaction with SNPE is necessary to provide needed cash-flow to DMC, as the board does not believe that alternative financing would be a viable option. Shareholders to Vote on Sale of Industrial Maintenance Business
At its special meeting on March 2, C.H. Heist Corp. will ask its shareholders to approve the sale of substantially all of the company's assets related to its U.S. industrial maintenance business and all outstanding shares of its wholly-owned subsidiary, C. H. Heist, Ltd., which operates the company's industrial maintenance business in Canada. Shareholders will also be asked to approve the reincorporation of the company from New York to Delaware. The company cites limited resources and the highly competitive nature of its businesses as the reason for the sale. The company does not believe that it has the financial or human resources to implement the expansion necessary to compete with larger companies. It also points to similar challenges in its staffing services business. The company has instead decided to sell the industrial maintenance business and focus on its staffing services business where it believes that it will be more successful in achieving growth and maintaining profitability. If approved, the company will sell its industrial maintenance business to Onyx Industrial Services for $20 million and the assumption of approximately $2.6 million in liabilities. The assets to be sold include the company's real and personal property, inventory, equipment, the name of C.H. Heist, customer service contracts, and the stock of C.H. Heist, among other things. Company to Sell Its Virgin Islands Subsidiary
In its information statement, First Medical Group, Inc. notified shareholders of the sale of its wholly-owned subsidiary, American Medical Centers Managment Co., Ltd., a British Virgin Islands company. First Medical's board of directors has determined that the sale is in shareholders’ best interests because the company is unable to secure a loan to sustain its Moscow construction project, resulting in severe cash flow difficulties. The board notes that the company, which derives most of its business from its Russian and Ukraine operations, has been unable to secure financing from lending institutions because of unfavorable economic conditions in those regions. Thus, the company has had to cancel its plans to build facilities in Moscow and Warsaw. To date, the company remains unable to obtain the financing needed to support its remaining construction projects, and has expended its own capital to the extent that it no longer has sufficient cash to sustain or continue operations. Thermo Opportunity Shareholders to Vote on Fund's Dissolution
Thermo Opportunity Fund, Inc. shareholders will be asked to approve the liquidation of the fund at its annual meeting on April 11. The fund, a closed-end management investment company, invests primarily in securities issued by direct and indirect subsidiaries of Thermo Electron Corp. ("the company"). The fund may also invest in the securities of companies that are not affiliated with the company if those companies engage in the same or related industries as Thermo Electron. In 1998 the company announced its plan to restructure its operations and to make a large number of its publicly-held subsidiaries private. Since that time, the fund has had increasingly limited investment opportunities as the company continues to reduce the number of its publicly-held subsidiaries. The fund's investment adviser informed the board of directors that by mid-2000 the fund would be unable to implement its investment strategy and achieve its investment objective. The board was also informed of the unsuccessful efforts to find a suitable merger partner.
Williams Act Reports
Unit of AT&T to Expand Media Empire
Liberty Media, a wholly-owned subsidiary of AT&T Corp., has entered into a merger agreement providing for the merger of a wholly-owned subsidiary of AT&T into Todd-AO. Todd-AO will survive the merger, with AT&T acquiring approximately 60% of the equity of the issuer and approximately 94% of the outstanding voting power, and such equity will subsequently be contributed by AT&T to Liberty. The consideration for the merger, approximately $124,648,057, is in the form of AT&T's Class A Liberty Media Group common shares. The purpose of the merger is for Liberty to obtain a controlling interest in the issuer. Liberty Media is also a party to separate merger agreements whereby Liberty will acquire 100% of Four Media Co. common shares and a controlling interest in SounDelux Entertainment Group, Inc. Following these acquisitions, the assets and operations now owned and operated by Four Media, SounDelux and Todd-AO will be consolidated within Todd-AO, which will change its name to Liberty Livewire, Inc. Ridgewood Hotels to Manage Resort for Fountainhead Development
Ridgewood Hotels entered into a management agreement with Fountainhead Development, pursuant to which Fountainhead retained Ridgewood to perform management services at Chateau Elan Winery and Resort, one of Fountainhead's properties, for a period of five years. Fountainhead has agreed to pay Ridgewood a base management fee equal to 2% of the property's gross revenues, plus an annual incentive management fee that will be determined based upon a calculation of the property's profitability during the previous fiscal year. In consideration of Fountainhead's entering into the management agreement and a payment of $10,000 by Fountainhead to Ridgewood, Ridgewood issued to Fountainhead one million common shares. Pursuant to the management agreement, Ridgewood agreed to expand the size of its board of directors from three to seven directors and to appoint four individuals designated by Fountainhead. El Paso Energy and Coastal to Merge in $16 Billion Deal
El Paso, the owner of North America's largest natural gas pipeline system, has agreed to acquire Coastal Corp. in a reverse triangular merger whereby Coastal will survive as a wholly-owned subsidiary of El Paso. Pursuant to the agreement and plan of merger dated January 17, each Coastal common share and Class A common share will be converted into 1.23 common shares of El Paso Energy. The outstanding convertible preferred shares of Coastal will be exchanged for El Paso common shares on the same basis as if the preferred shares had been converted into Coastal common shares immediately prior to the merger. Coastal and El Paso have each agreed to pay the other a $300 million termination fee if the merger agreement is terminated under certain circumstances. New SEC Schedule TO Used in Connection With $840 Million Tender Offer
Grupo Sanborns, a holding company with one of the leading retail brand portfolios in Mexico, offers to purchase all of the outstanding common shares and associated rights to purchase common shares of CompUSA at $10.10 per share. The offer is being made in connection with a merger agreement dated January 23 and is conditioned upon, among other things, enough shares being tendered to enable Grupo Sanborns to beneficially own at least two-thirds of the outstanding issuer shares. The offer, as the first step in the acquisition of issuer, is intended to facilitate the acquisition of the entire equity interest in CompUSA. The CompUSA board of directors has unanimously approved the merger agreement and recommends that shareholders tender their shares into the offer. Telefonos de Mexico, S.A. de C.V. has confirmed its commitment to make, at Grupo Sanborns' request, a capital contribution of up to $520 million to acquire CompUSA shares pursuant to the merger agreement. Grupo Sanborns expects to ally itself with strategic business partners to enhance the value of its investment in CompUSA, possibly including Microsoft Corp., SBC Communications and Prodigy Communications Corp. Management Proposes Leveraged Buy-Out of Transportation Technologies
Transportation Technologies Industries, Inc. ("TTII") and Transportation Acquisition I Corp. ("TAIC"), a privately-held company formed by an investor group led by certain executives of TTII, jointly offer to purchase all outstanding TTII common shares and associated preferred share purchase rights at $21.50 per share. Concurrently, TTII is also making tender offers and consent solicitations with respect to its senior subordinated notes. The offer is being made pursuant to a merger agreement between TTII and TAIC and is conditioned upon, among other things, sufficient funds being obtained by TAIC to purchase the shares and consummate the merger at a total amount estimated to be $465.2 million. If the merger takes place, TTII will no longer be publicly owned. Pursuant to the merger agreement, certain officers and directors of TTII will have the right to retain an equity interest in the company and will own 50% of the surviving corporation. TTII and TAIC have entered into commitment letters with investors pursuant to which, at the effective time of the merger, such investors will receive common shares of the surviving corporation representing 50% of the equity. TTII is a manufacturer of components for heavy-duty and medium-duty trucks and buses.
Forms 8-K
Time Warner and EMI Combine Music Businesses
On the heels of the gargantuan Time Warner/AOL merger, Time Warner has announced its plans to combine its music business with the music business of London-based EMI Group plc. The two companies will equally control the joint venture company, Warner EMI Music. EMI will transfer $1.5 billion in net debt to the new company, and EMI shareholders will receive one pound per share in cash from Time Warner for a total of $1.3 billion. Time Warner will receive convertible deferred ordinary shares representing rights to receive 8% of the enlarged EMI ordinary share capital if EMI's share price reaches nine pounds within the first three-and-a-half years after completion. Time Warner's chairman and CEO said that, alongside AOL Time Warner, Warner EMI Music will have the expertise to fully exploit the true potential of digital media. Chemdex and DuPont Form E-Commerce Company
Chemdex Corp., a business-to-business e-commerce technology and marketplace platform specialist, and DuPont, a nearly-200 year old science-based solutions company, have pooled their resources to spawn Industria Solutions, Inc. The new company, which will be independent of the parent companies, will streamline purchases of fluid processing market products, such as oil, gas, pulp and paper. Industria will receive $10 million in initial funding from @Ventures, an affiliate of CMGI, Inc. There are plans for a strategic relationship with IBM Global Services, which include providing implementation, integration and e-commerce services to the new company's customers and suppliers. Over time, DuPont will shift its substantial buying power of maintenance and engineering materials to Industria. Chemdex will contribute its e-commerce technology and expertise in building and operating vertical marketplaces. Alliant Invests in Brazil
Alliant Energy Resources, Inc., a subsidiary of Alliant Energy, has announced its first move in a long-term plan to expand into international energy-related markets. The company will pay $347 million for a significant stake in four Brazilian electric utility companies serving more than 820,000 customers. Through a 49.2% ownership investment in Companhia Forca E Luz Cataguazes-Leopoldina, an electric utility, Alliant gains a majority interest in CENF, another electric utility, and Energisa S.A., an energy development company. Alliant will control 45.6% of Energisa and, as a result, stakes in Energipe and Celb, two regulated utilities. Commerce One and GM Develop Online Trading Exchange
Commerce One, Inc. and General Motors Corp. have finalized the details of a strategic business relationship that will result in an Internet-based trading exchange, GM TradeXchange. GM TradeXchange will be developed, operated and supported by both GM and Commerce One. Both companies will also share the net revenues equally for a 10-year period. The GM TradeXchange will enable GM, its dealers and its suppliers to buy and sell over the Internet. As part of the arrangement, Commerce One will restructure itself into a holding company. Commerce One issued 14.4 million common shares to GM, half of which will be held in escrow until GM TradeXchange has repaid the accumulated investments by both Commerce One and GM. Sprint Sells Global One
Sprint Corp. has agreed to sell its interest in Global One for $1.13 billion in cash and the repayment of $267 million in debt to Deutsche Telekom and France Telecom, Sprint's two partners in the venture. Deutsche Telekom and France Telecom have agreed to take sole responsibility for funding the needs of the international telecommunications company. The two companies, both of which hold a 10% stake in Sprint, have also agreed to vote their shares in favor of Sprint's merger with MCI WorldCom. |
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