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 SAN DIEGO, Nov. 9 /PRNewswire/ -- HomeFed Corp., as debtor-in- possession under Chapter 11 proceedings in San Diego, announced today that the board of directors has voted to recommend that the holders of the 6 1/2 Convertible Subordinated Debentures due 2011 ("debentures") (originally issued by Home Federal Savings and Loan Association and assumed jointly and severally by HomeFed Corp. (the "company")) accept the offer by Leucadia Financial Corp. and Leucadia National Corp. to purchase all outstanding debentures for 17.5 percent of the principal amount of each debenture plus a Deferred Contingent Cash Right.
 In recommending the tender offer, the board of directors considered the following reasons:
 -- the tender offer was approved by the Bankruptcy Court with a specific finding that the purchase of the debentures by Leucadia pursuant to the tender offer is fair, non-coercive and in good faith, based upon adequate disclosure of information;
 -- the company's Official Bondholders' Committee ("committee") negotiated the economic terms of the tender offer at arms' length with Leucadia, and Stonehill Investment Corp., which was represented on the committee by the chairman of the committee, sold its debentures to Leucadia in a private transaction on the same economic terms;
 -- the economic terms of the proposed tender offer have been publicly disclosed since July 1993, and the company is not aware of any other bidders for the debentures or the company, as a whole; and the company believes it unlikely that there will be a competing bid for the debentures or the company;
 -- there is a substantial risk that the debenture holders would receive less than 17.5 percent of the principal amount of the debentures were the company to be liquidated and the proceeds distributed; and
 -- the approval of a plan of reorganization of the company and the resolution of pending claims against the estate are still subject to substantial risks due primarily to the claims filed by the Resolution Trust Corp.; by tendering debentures, the holders may eliminate the risk of adverse developments reducing the value of the debentures below 17.5 percent of the principal amount while preserving a right to participate in potential recoveries by the company through the Deferred Contingent Cash Right offered by Leucadia.
 The company's only board member who controls any debentures has informed the company that his company's retirement plan intends to tender to Leucadia all of the debentures it holds.
 The company has not retained a financial advisor or received a fairness opinion and has based its recommendation on the foregoing considerations.
 The debentures are no longer listed on the New York Stock Exchange, and the trading is limited. Debenture holders are urged to obtain current market quotations for debentures, to read the offering materials, and to consult with their own advisors before tendering any debentures or declining Leucadia's offer.
 Although the company is recommending this tender offer, the company has not made any commitment to propose or to support any particular plan of reorganization, including the possible plan of reorganization outlined by Leucadia in its tender offer materials.
 -0- 11/9/93
 /CONTACT: Theodore H. Sprink, president and CEO of HomeFed, 619-236-9174/

CO: HomeFed Corp.; Leucadia Financial Corp.; Leucadia National Corp. ST: California IN: FIN SU:

JL-LS -- SD012 -- 2507 11/09/93 18:38 EST
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Publication:PR Newswire
Date:Nov 9, 1993

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