Owens-Illinois Inc.'s tender offer for $48.2 million of its 12.25% notes roused $316.7 million of noteholder interest, a company spokesman said Friday.

But even the $48.2 million principal amount offer for the senior subordinated notes due 1996 hinges on whether the underwriter of the company's recent 60 million share initial public offering elects to exercise a green shoe, or an underwriting agreement clause authorizing the syndicate to sell additional shares, said John Hoff, an Owens-Illinois spokesman.

If lead underwriter Morgan Stanley & Co. chooses, it may issue an additional nine million shares, Mr. Hoff said.

Morgan Stanley has until Jan. 10, approximately 30 days after the initial stock offering, to decide, he said. Morgan Stanley officials were unavailable for comment.

Owens-Illinois on Friday extended its tender offer for the 12.25% notes until Jan. 2. Reasons relating to the green shoe, not plans to increase the amount of the tender offer, prompted the extension, Hoff said.

Also, Owens-Illinois announced it had accepted for purchase $352.6 million principal amount of its junior subordinated discount debentures due 2003. The deadline for the offer was midnight, eastern standard time, on Dec. 26.

Also Friday, General Electric Capital Corp. announced that it plans a Jan. 31 redemption of its entire $50 million issue of 8 1/4% subordinated debentures due 1997 at a price of 100.50% of their principal amount plus accrued interest to the redemption date, a company spokesman said.

In secondary trading, both the high-yield and high-grade markets were quiet and unchanged on Friday, traders said.

Rating Activity

In Friday's rating activity, Standard & Poor's Corp. put Union Labor Life Insurance Co.'s BBB claims-paying ability rating on CreditWatch for a possible upgrade. The action reflects the company's planned reorganization, according to an agency release.

ULLICO Inc., Union Labor's holding company, has announced it will issue at least $200 million of preferred stock that is convertible to equity in three years at its own option. Standard & Poor's expects the parent to inject about $60 million of capital into Union Labor based on proceeds from the issue. The infusion would at least double the operating subsidiary's capitalization.

The rating agency plans to meet with the operating company's management to discuss yearend results as well as projected structural changes and recapitalization of ULLICO operating subsidiaries, the release says.

Standard & Poor's has downgraded El Paso Electric Co.'s senior secured debt to B from BB-minus and its senior unsecured debt to CCC-minus from B, an agency release said. The agency also affirmed the company's C preferred stock rating. All of those ratings stay on CreditWatch, where they were placed Dec. 17. However, the implications have been revised to negative from developing. The action affects about $900 million of rated debt and preferred stock.

"The actions reflect the lack of progress in ongoing bank negotiations aimed at a comprehensive financial restructuring of a fully borrowed $150 million revolving credit facility and $300 million of letter of credit agreements, which support lease obligations," Standard & Poor's said. The company has also hoped to arrange a new money bridge financing for $83 million. The revolving credit facility came due and was terminated on Dec. 24, 1991; the company has not yet announced any success in extending it."

Duff & Phelps Credit Rating Co. assigned an A rating to United Companies Life Insurance Co.'s claims-paying ability, a Duff & Phelps release said.

"The rating reflects the company's expanding distribution network, improved liquidity, and increasing profitability," the release said. "Weighed against these positives is UCLIC's exposure to below investment-grade securities and commercial real estate loans."

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