Clark-Schwebel and Parent Company Launch Cash Tender Offers and Consent Solicitations for Notes and Debentures -- Combine With Merger Release.ANDERSON, S.C.--(BUSINESS WIRE)--July 28, 1998--Clark-Schwebel, Inc. (BLOOMBERG:6703Z) (the "Company") and its parent company Clark-Schwebel Holdings, Inc. ("Holdings") today announced they will be launching cash tender offers and consent solicitations Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with for their notes and debentures in connection with the sale of the Company and Holdings announced Sunday. The tenders will be for: 1. all $110,000,000 of the 10 1/2 Senior Notes of the Company due 2006. The purchase price to be paid for each $1,000 principal amount tendered will be based on a fixed spread of 50 basis points over the yield of the 6 3/4% U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. Notes due March 31, 2001 plus accrued ac·crue v. ac·crued, ac·cru·ing, ac·crues v.intr. 1. To come to one as a gain, addition, or increment: interest accruing in my savings account. 2. unpaid interest on the notes, minus the consent payment described below. The yield will be calculated at 11:00 a.m. New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time on the second business day prior to the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. . 2. all $45,994,000 of the 12 1/2% Senior Debentures of Holdings due 2007. The purchase price to be paid for each $1,000 principal amount tendered will be $1,067.50 plus accrued unpaid interest on the debentures, minus the consent payment described below. Concurrent with the tender offers, the issuers will be soliciting consents to eliminate or modify substantially all of the covenants in the indentures governing gov·ern v. gov·erned, gov·ern·ing, gov·erns v.tr. 1. To make and administer the public policy and affairs of; exercise sovereign authority in. 2. the notes and the debentures. Holders who tender their notes and debentures will be required to consent to the proposed amendments. The Company will pay consent payments of $25 per $1,000 principal amount to the holders of the notes and debentures who tender their securities and deliver their consents at or prior to 5:00 p.m. New York City time on the consent date. The Company and Holdings expect to purchase the tendered notes and debentures with borrowings under bank facilities being arranged in connection with the sale of the Company and Holdings. Further details of the tender offers and consent solicitations will be released shortly. The Company is a leading manufacturer and marketer of industrial fabrics, including electronics fiber glass fabric, composite materials composite material or composite, any material made from at least two discrete substances, such as concrete. Many materials are produced as composites, such as the fiberglass-reinforced plastics used for automobile bodies and boat hulls, but the fiber glass fabric and high performance fabrics. This press release contains statements which are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of applicable federal securities laws and are based upon the Company's current expectations and assumptions which are subject to a number of risks and uncertainties which could cause actual results to materially differ from those anticipated.
CONTACT: Clark & Weinstock, New York
Gene Donati
212/953-2550
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