ASSOCIATED MATERIALS INC. (SIDE) said Friday (April 5) that as of 5 p.m. ET on April 4, it had received consents and tenders from registered holders representing more than 98% of the outstanding principal amount of its 9¼% senior subordinated notes due 2008 under the terms of its previously announced tender offer for the notes and related consent solicitation. The company intends to promptly execute (along with the notes' trustee) a supplemental indenture reflecting the proposed indenture amendments, which will become operative if and when Associated Materials purchases at least a majority of the outstanding notes upon completion of the offer. Holders of untendered 9¼% notes will be bound by the amendments if and when the amendments become operative. AS PREVIOUSLY ANNOUNCED, Associated Materials, a Dallas-based building products company, said on March 22 that it had begun a tender offer and related and consent solicitation for its $75 million of outstanding 9¼% notes. The company said the tender offer would expire at midnight ET on April 18, with the purchase price for the notes to be set at 2 p.m. ET on April 16 (both dates subject to possible extension), based upon a 50-basis point fixed spread over the yield at that time of the reference security, the 4¼% U.S. Treasury note due March 31, 2003. Holders tendering their notes would be required to consent to the proposed indenture changes, that would eliminate or modify most of the restrictive covenants contained in the notes' indenture and that would amend certain other provisions of the indenture. Those doing so by tendering their notes by the April 4 consent deadline (subject to possible extension) would be eligible to receive a $20 per $1,000 principal amount consent payment as part of their compensation. The company said tendered notes and consents could not be withdrawn after April 4. Holders of notes tendered after that date would not receive a consent payment. All holders are to additionally receive accrued and unpaid interest up to, but not including, the payment date. Associated Materials said the tender offer is part of a recently announced transaction, under which Harvest Partners Inc. will take it private. Under the terms of the merger agreement which the company executed on March 16 with Associated Materials Holdings Inc. - formerly known as Harvest/AMI Holdings Inc. - and Simon Acquisition Corp., a wholly owned subsidiary of Associated Materials Holdings Inc., Simon Acquisition Corp. has commenced a tender offer for all outstanding Associated Materials common shares. It said completion of the note tender offer would be subject to certain conditions, among them being the purchase by Simon Acquisition of a majority of the company's common stock on a fully diluted basis in the share tender; the receipt of consents from holders of at least a majority of the principal amount of the outstanding notes; and the receipt of new financing, the proceeds of which would be used to fund the tender offer and consent solicitation. UBS Warburg LLC is the dealer manager for the tender offer and solicitation agent for the consent solicitation (contact Ralph Cimmino or David Knutson at 888 722-9555 or 203 719-8035/1575). The information agent is Morrow & Co., Inc. (call 800 654-2468).

RIVERWOOD INTERNATIONAL CORP. said on Thursday (April 4) that it had obtained commitments from Deutsche Bank and JPMorgan Chase Bank for a new $250 million senior secured term loan, with the proceeds from the new loan and borrowings under its revolving credit facility to be used redeem its $250 million of 10¼% senior notes due 2006, and to pay the call premium, fees and expenses associated with the transaction, which it estimates at $12 million. Riverwood, an Atlanta-based paperboard and packaging company, gave no projected timetable for securing the funding and for calling the 10¼% notes, other than to say that funding under the new term loan, which will be an additional tranche on Riverwood's existing credit facility, expected by mid-April. As with the existing credit facility, the new loan is expected to be guaranteed by Riverwood's subsidiaries and parents, and to be secured by assets of the Riverwood group.

FLEMING COS., INC. (FLM)(B2/B+) was heard by syndicate sources on Wednesday (April 3) to have sold $260 million of new 10-year senior subordinated note, with deal proceeds expected to be used to call its 10½% senior subordinated notes due 2004 at a price of at 102.625. AS PREVIOUSLY ANNOUNCED, Fleming, a Dallas-based wholesale grocery distributor, said on April 1 that it planned to offer the Rule 144A notes via a private placement and use the proceeds to redeem the existing notes. Fleming said it would issue a formal Notice of Redemption for the 2004 notes "shortly." Syndicate sources said Deutsche Bank Securities Inc. and co-managers Lehman Brothers, Salomon Smith Barney, JP Morgan, Wachovia Securities, UBS Warburg and Morgan Stanley would bring the deal to market.

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