There strikes and the bondholders will be out, General Cinema Corp.'s chairman said in announcing the third and, he vows, final extension of the company's tender offers for Harcourt Brace Jovanovich Inc. bonds yesterday.
Holdouts in General Cinema's tender offers for Harcourt's bonds endanger not only the cash tender offers, but the two companies' proposed $1.5 billion merger as well, General Cinema's Chairman Richard A. Smith said.
"Very few bonds have been tendered during our previous two extensions, and the holdouts are jeopardizing the completion of this transaction," he said in a release issued by the company.
"Our willingness to continue this process is at an end. If we fall to reach the required 90% acceptance rate for each class of publicly traded bonds by the close of business Monday, Oct. 21, we will permit the tender offers to expire and terminate the merger agreement," he said.
Last August, the two companies announced plans for a $1.5 billion merger agreement. The merger hinges on at least 90% of Harcourt's debt securities in each class being tendered. An earlier $1.4 billion merger attempt foundered when General Cinema failed to reach agreement with bondholders.
By close of business last Friday, bondholders had tendered about $1.6 billion of $1.8 billion principal amount of debt outstanding, or 87.4% of the required 90%. They tendered approximately $184 million, or 91.8% of the $200 million of 13% senior notes; $424 million, or 84.7% of the $500 million of 13 3/4% senior subordinated debentures; $162 million, or 81.1% of the $200 million of 14 1/4% subordinate debentures; $453 million, or 89.2% of the $507 million 14 3/4% subordinated discount debentures; and $392 million, or 89.1% of the $440 million of 14 3/4% pay-in-kind debentures.
Asked whether she thought the tender offer would go through, Jane Grant, a senior analyst with Moody's Investors Service, was unsure.
"You never can tell," she said, but added, "They have a high percentage of the holders in agreement."
Meanwhile, Forest Oil Corp. extended its outstanding exchange offers until Nov. 1.
The extension is the fourth the company has granted, but the first accompanied by a modified offer, said Leslie D. Young, a spokeswoman for the company. Discussions among the company, its advisers, and a large group of Forest Oil's debentures and preferred stockholders resulted in the modifications, which the company believes will pave the way for the exchange offer's acceptance. The changes have been filed with the Securities and Exchange Commission but have not yet become effective.
Through the offer, Forest Oil hopes to "dramatically" reduce its long-term debt, reduce dividend and interest payments on its preferred stock issues and outstanding debt, and add significant equity to the company's bottom line, Ms. Young said.
The proposed modified terms to the exchange offers are as follows:
* Offering $900 principal amount of 12 3/4% senior secured notes due 1998 and warrants for 30 common shares for each $1,000 principal amount of the company's outstanding 13 5/8% debentures.
* Offering $810 principal amount of 12 3/4% senior secured notes due 1998 and warrants for 15 common shares for each $1,000 principal amount of Forest Oil's outstanding 13 7/8% debentures.
* Offering $785 principal amount of 12 3/4% senior secured notes due 1998 and warrants for 15 common stock shares for each $1,000 principal amount of the company's outstanding 12 1/2% debentures.
* Offering 75 shares ($10 liquidation preference per share) of 0.75 cent convertible preferred stock for each $1,000 principal amount of the company's outstanding 5 1/2% convertible debentures.
* Offering $500 million principal amount of 12 3/4% senior secured notes maturing 1998 and 12 shares of 75 cents convertible preferred stock for each 10 shares ($100 liquidation preference per share) of Forest Oil's outstanding $15.75 cumulative preferred stock, or, instead, 70 shares of 75 cents convertible preferred stock for each 10 shares of the company's outstanding $15.75 cumulative preferred stock.
* Offering 40 shares of 75 cents convertible preferred stock for each 40 shares ($25 liquidation preference per share) of the company's outstanding $2.125 convertible preferred stock.
In other news, Wheeling Pittsburgh Corp. plans to offer $150 million of first mortgage notes, the company announced earlier this month.
Proceeds from the sale of the notes, due 2000, will be used to redeem all of the company's $119.8 million of 16% Series F senior secured notes due 1998. Wheeling-Pittsburgh will use the remainder to redeem other debt and for general corporate purposes. Citicorp Securities Markets Inc. will underwrite the deal.