Corporate. Reorganizations

Sixth Annual Conference on

Corporate

Reorganizations

&

Renaissance American Management, Inc.

Present

CLE Credits

Available

CLE Credits

Available

The Fairmont Hotel

Chicago

June 19-20, 2003

Don't miss the wine tasting reception sponsored by John Brincko!

Successful Strategies for Restructuring

Troubled Companies

❖

New Business Opportunities

❖

The Decision to Liquidate or Keep It Alive

❖

The Delaware Factor

❖

Distressed Structured Finance

❖

Substantive Consolidation

Plus

Situation Reports and Case Studies:

❖

Federal Mogul: Implications for other Asbestos Cases

❖

Kmart

❖

United Airlines

And a Comprehensive Due Diligence Workshop on:

Buying Troubled Companies

Register online at

www

American Express Tax & Business Services

has demonstrated expertise in corporate recovery, bankruptcy and reorganization services by nationally-recognized professionals. AMEX litigation services practice specializes in recovery planning, investigative analysis, fraud investigation, business valuation, operational assessment, financial advisory services, complex litigation, and mergers and acquisitions.

Bankruptcy and Class Action Services: When it comes to class action settlement and bankruptcy services, Bank One does it all. Our comprehensive claims processing services include noticing, mailing and receipt of claims forms, automated claims tracking and

reporting, and tax reporting. In addition, we provide direct access to deposit accounts for distributions and a variety of investment alternatives stressing principal preservation, liquidity and a competitive return for funds held pending distribution. Our knowledgeable professionals, who act as a single point of contact, understand the complex details of your case and have worked on cases involving as few as several hundred claimants to millions. With Bank One, you'll work with a full service processing and distribution agent backed by the strength and resources of the nation's sixth largest bank holding company.

Since 1979

Brincko Associates

has provided personalized advisory and interim management services to financially troubled companies and their investors worldwide. Founder John P. Brincko and his staff have played major roles in successfully restructuring companies with revenues ranging from $2 million to $2 billion, including Cal Comp, and 87% publicly-owned subsidiary of Lockheed Martin, Barney's New York, Consolidated Freightways, U.S. Steel/Pohang Steel, Esprit, WorldPoint Logistics, Sun World International, Inc., Mossimo, Inc, Strouds "The Linen Experts", Vans, Omnimedical, Globe Security, and Knudsen Foods, Inc.

Conway MacKenzie & Dunleavy

provides both depth and breadth of specialized financial and

management consulting, litigation support and adjunct services to clients ranging from small, closely-held businesses to major, publicly traded companies. From profit enhancement consulting for break-even or marginally profitable businesses, to turnaround and crisis management for businesses facing vital challenges, we produce rapid, high-impact results that can restore value. The firm’s turnaround practice is primarily debtor oriented, although we are also engaged directly by lenders, including banks, insurance companies and governmental entities, to provide counsel concerning their troubled borrowers and the prospects for rehabilitation and recovery. The principals of Conway MacKenzie & Dunleavy have previously had leadership positions with major national accounting firms, as well as entrepreneurial and management experience in such areas as real estate and manufacturing. We have offices in Detroit, Chicago and Dayton and can be reached for further information at: 312-220-0100, or at www.c-m-d.com.

Gardner Carton & Douglaswas founded in Chicago in 1910 and has grown into one of the leading full-service law firms headquartered in Chicago. Harold L. Kaplan is chair of GCD’s Corporate Restructuring Practice, which, among other things, is a national leader in the

representation of indenture trustees, bondholder interests, and creditors committees in workouts, insolvencies, and bankruptcies (including securitization defaults). Mr. Kaplan was recently named one of 13 outstanding bankruptcy lawyers in the country by Turnaround & Workouts magazine. Among recent default cases are UAL Corp., Conseco, Loewen, PG & E, Wheeling-Pitt, Armstrong World, Outboard Marine, United Companies Financial, Kitty Hawk, Sunterra, and Safety-Kleen. Recent Committee representations include TeleHub, RTC, CSC, Ltd., Golden Bear Oil Specialties, World Access, and Emerald Casino.

Glass & Associatesis a leader in corporate turnaround management, serving troubled companies by providing business assessments, interim

management, financial and operations restructuring services, capital raising, and asset sales. Founded in 1985, Glass & Associates has completed over 400 engagements for clients operating across the United States and overseas. With 10 principals and 45 associates, Glass has provided leadership in recent engagements to Railworks, Friede Goldman, Finova and EOTT.

The Restructuring Group of KeyBanc Capital Markets(f/k/a McDonald Investments) has a successful track record since the late 1980s of providing

assistance to debtors, committees and other parties in a variety of out-of-court restructurings and bankruptcy cases. Recent Chapter 11

engagements include acting as financial advisor to the debtors in Homeland and Republic Technologies, unsecured creditors

committees in American HomePatient, Bethlehem Steel, Divine, and Tokheim, and secured creditors in Cold Metal Products. The Group is comprised of seasoned transaction and finance professionals, CPAs and former business bankruptcy attorneys who work in combination with KeyBanc's industry experts to provide expert advice and solutions for each client's particular situation.

Since 1980, Morris Anderson & Associates

has emphasized hands-on involvement in finance, operations, marketing, management and information systems for companies with annual sales up to $500 million. With offices nationwide, the firm has successfully completed more than 1,300 middle-market turnaround and workout engagements in virtually every industry.

Skadden Arps Slate Meagher & Flom LLP's

worldwide corporate restructuring practice serves corporations and their principal creditors and investors by providing "upper margin," value-added legal solutions in the corporate renewal and change management business. For the 14th consecutive year, Skadden Arps was ranked first in The National Law Journal's "Who Represents Corporate America 2001 survey of the 250 largest financial institutions, banks,

insurance companies, industrial and service corporations in the Fortune 500. Skadden Arpss' partners have been included in the annual list of the top dozen restructuring lawyers in America since the rankings were first compiled in 1997 and is one of only three firms to have four or more partners named in the K & A Register.

We Are Grateful To Our Sponsors

Thursday, June 19, 2003

7:30

Registration and Continental Breakfast

(Registration for the Conference will continue through the Workshop)

Co-Chairs:

John Wm. Butler, Jr.

Partner and Co-Practice Leader, Corporate Restructuring Department

SKADDEN ARPS SLATE MEAGHER & FLOM (ILLINOIS)

Harold L. Kaplan Principal

GARDNER CARTON & DOUGLAS LLC

8:00

Distressed Acquisitions Workshop: Winning the distressed acquisitions game through superior knowledge of the process, the participants, and the troubled target

A bankruptcy lawyer, a hands-on turnaround manager, and an active buyer of troubled companies will conduct a fast-paced and substantive workshop on the critical aspects of distressed acquisitions.

From their varied view points, these professionals will provide practical techniques and "how-to's" for maximizing your opportunity and avoiding common pitfalls in the troubled company acquisition process, including: • Pros and cons of being the "stalking horse" • Mistakes made and lessons learned

• Leveling (and un-leveling) the playing field

• Using the due diligence process to gain leverage and avoid "cratering"

• Understanding the motivations of a target's management and how to get them on your team: The unwritten rules and behind the scenes activity of the bankruptcy

marketplace

In addition, our panelists will share their recent experience working together on the Trend Technologies, Inc. transaction including dealing with Hungarian

bankruptcies, Irish corporate law, an insider stalking horse, limited financing, global tech sector customers and a lender-imposed two month time frame.

Douglas Bacon, Workshop Moderator Partner

LATHAM & WATKINS (ILLINOIS) LLC

Damien W. Kovary Managing Director HEICO ACQUISITIONS LLC Thomas S. Paccioretti Principal BROADWAY ADVISORS LLC 9:30 Workshop Concludes 9:45 Conference Begins

Co-Chairs' Opening Remarks

10:00

Market Overview/New Business Opportunities

American Airlines is on the verge of filing. Will Northwest follow? Rumors abound about the Big Three auto companies? Will they use the Bankruptcy Code to resolve their asbestos liabilities? What effect will the war have on the economy and on the turnaround business? Many of our friends are opening London offices or buying London-based firms. Will the insular U.S. restructuring business finally develop an international perspective? Nobody has the pulse of the market better than this speaker.

Albert A. Koch Chairman

ALIX PARTNERS

10:40

Seven Come Eleven: The Decision to Liquidate

This is the hardest decision in bankruptcy, especially for the debtor. How do you arrive at it? John Brincko is currently liquidating some of Consolidated Freightways. Mitch Cohen has liquidated more merchandise than just about anybody in the business. Glenn Rice was Committee Counsel in the liquidation of Service Merchandise and more recently in the reorganization of Kmart. This panel will consider timing, capital burn rate, valuation issues, and market competition.

John P. Brincko, Panel Moderator President

BRINCKO ASSOCIATES

Mitchell Cohen

Senior Managing Director

GORDON BROTHERS RETAIL PARTNERS LLC

Glenn B. Rice Partner

OTTERBOURG STEINDLER HOUSTON & ROSEN PC

Workshop

Workshop

11:20

The Delaware Factor:

Whither Lock-Up Agreements

Both the state Supreme Court and the US Trustee in Delaware have weighed-in on the subject of lock-up agreements. These speakers, with strong opinions on the subject of venue-choice, will bring you up to date on the implications:

• Confidentiality issues • Big Boy sale exceptions • Binding successors

• Multiple-related record holders • Multi-tiered beneficial holders • Termination provisions

Ronald L. Fein Partner

STUTMAN TREISTER & GLATT PC

Hugh M. Ray

Partner, Head of National Bankruptcy Practice

ANDREWS & KURTH LLP

12:00

Luncheon for All Speakers and Delegates

1:15

Deconstructing Distressed Structured Finance

Structured finance may not be in the dire straits that Warren Buffet fears, but we are seeing more and more cases where structured deals played a role in business failures: Enron, National Century, just to name two. This panel will draw on case studies to illustrate:

• How structured finance complicates a reorganization • What happens when the bankruptcy-proof entity

goes bankrupt

• How to find and secure the assets

• Strategies for dealing with counter-party failure

Scott Peltz, Panel Moderator, Consultant to National Century

Managing Director

AMERICAN EXPRESS TAX & BUSINESS SERVICES

Robert K. Moore, Counsel to the bonds in National Century

Partner

MILBANK TWEED HADLEY & MCCLOY LLP

Leslie Rahl President

CAPITAL MARKET RISK ADVISORS, INC.

2:00

Late Breaking News

The list of troubled companies that might file is so long as we go to press that we have kept this slot open for what may come.

David M. Powlen, Panel Moderator Managing Director and Co-Manager Restructuring Group

KEYBANK CAPITAL MARKETS

Martin J. Bienenstock

Partner/Co-Head of Bankruptcy Practice

WEIL GOTSHAL & MANGES LLP

Dennis J. Connolly Partner

ALSTON & BIRD LLP

Van E. Conway President

CONWAY MACKENZIE & DUNLEAVY

2:45

Networking Break

3:15

Substantive Consolidation

In many of the major recent cases WorldCom, Enron, Owens Corning, Kmart, Polaroid, the contest is between value in the subsidiaries versus the parent company. With billions of dollars at stake, this is world-class struggle among the classes.

• Accounting for debt to the sub

• How useless is the consolidated balance sheet? • Reading the fine print in the bond indenture • Resolving valuation issues

Harold Kaplan, Panel Moderator, Co-Debtor's Counsel to World Access

Principal

GARDNER CARTON & DOUGLAS LLC

Janice B. Grubin, Debtor's Counsel to Family Golf, consolidating 28 entities

Partner

GOLENBOCK EISEMAN ASSOR BELL & PESKOE

J. Andrew Rahl, Jr., Counsel to Owens Corning Bondholders

Partner, Head of the Bankruptcy Practice

ANDERSON KILL & OLICK PC

Jeffrey M. Schwartz, Co-Debtor's Counsel to World Access

Principal

GARDNER CARTON & DOUGLAS LLC

Friday, June 20, 2003

7:30 AM

Continental Breakfast for Delegates and Speakers

8:00

Case Study: Rumpke Consolidated Companies, Inc.

Early intervention by lenders and an extraordinary collaboration among management and the turnaround team enabled the Company to achieve an operational and financial restructuring of this family-owned and operated private company. The company's operations were streamlined, the balance sheet deleveraged, the financial reporting systems revamped; EBITDA improved

subatntially and the Company was refinanced at attractive levels, radically reducing costs.

Deborah Hicks Midanek, Panel Moderator Principal

GLASS & ASSOCIATES, INC.

Shaun K Donnellan President

GLASS & ASSOCIATES, INC.

Howard Norowitz Vice President

GE CAPITAL CORPORATION

Philip E. Wehrman CFO

RUMPKE CONSOLIDATED COMPANIES, INC.

8:45

Situation Report: United Airlines

As we go to press the debtor has (surprise!) appealed for an extension of the exclusivity period. They want to establish a lost-cost carrier subsidiary and the unions are balking. According to news reports, the creditors have an alternative plan. This session will not only bring you up to date on this airline, but give you an idea of the shape of things to come.

Marc Kieselstein, Debtor's Counsel, Panel Moderator Partner

KIRKLAND & ELLIS

Mark F. Hebbeln, Counsel to Indenture Trustee Associate

GARDNER CARTON & DOUGLAS LLC

Carole Neville, Creditors' Committee Counsel Partner

SONNENSCHEIN NATH & ROSENTHAL

4:00

The CLE Ethics Hour

Just when we thought the corporate governance issue would go away, HealthSouth bellies up to the Bench with a bloated billion dollar fraud. When will they ever learn? Back by popular demand, this pair of speakers will bring you up to date on the issues of ethical behavior just prior to and during a bankruptcy procedure.

John Wm. Butler, Jr.

Partner and Co-Practice Leader, Corporate Restructuring Department

SKADDEN ARPS SLATE MEAGHER & FLOM (ILLINOIS)

William A. Brandt, Jr. President

DEVELOPMENT SPECIALISTS, INC.

5:00

Wine Tasting

Sponsored by Brincko Associates

John Brincko will present a comparison tasting of two pairings of white and red wines. The whites are a '97 Bourgogne Blanc - Domaine Comte Georges de Vogue, a French Chardonnay and the 2000 HdV Carneros

Chardonnay from the Hyde vineyard in California. The red wines include the 2000 HdV Carneros Red Table Wine, a Merlot-Cabernet blend produced from the Hyde vineyard in collaboration with Aubert de Villiane, head of the Domaine de la Romanee Conti, the leading wine estate in the Burgundy area of France. The other red wine will be the '96 Zaca Mesa Black Bear Block Syrah, which John says, "has superb concentration and length on the palate as well as great fruit and spiciness." The format will be a "stand up tasting". Enjoy.

7:30 PM

Honors Banquet

Gardner Carton & Douglas LLC

Is pleased to host a banquet for all

speakers and delegates.

The Conway Mackenzie & Dunleavy Award

Will be presented to:

Outstanding Bankruptcy Lawyers

(Invitations to follow.)

9:15

Asbestos Redux

With implications for other asbestos cases, Federal Mogul has bought the Bendix brakes-parts division of Honeywell as well as Honeywell's asbestos liabilities. Under this agreement Federal Mogul will emerge from Chapter 11 owned 50.1% by an asbestos trust and the remainder by a group of creditors. The question remains: Does Sec. 524(g) of the Code provide for acquiring the asbestos liabilities of another company. And who is liable for future claimants against Honeywell?

James F. Conlan, Panel Moderator Partner

SIDLEY AUSTIN BROWN & WOOD

William Q. Derrough, Consultant to the Creditors' Committee

Managing Director

JEFFERIES & COMPANY, INC.

Todd R. Snyder, Consultant to the Debtor in the Honeywell deal Managing Director ROTHSCHILD, INC. 10:00 Networking Break 10:15 Keynote Address

Michael E. Heisley, Sr. (Invited) CEO

HEICO ACQUISITIONS

10:45

Seven Come Eleven: Stayin’ Alive, Case Studies of Goldman Industrial, Gerber Plumbing and Dick Simon Transportation

In an earlier session we examined the decision to

liquidate. This panel will discuss the risk/reward trade-offs and key tactics in keeping distressed and cash-consuming debtors alive.

• Key issues in managing middle-market distressed debtors • Assessing and managing the economic risk

• Analyzing new cash requirements

• Determining and getting “going concern” value

Daniel F. Dooley, Panel Moderator Principal-in-Charge, Midwest Region

MORRIS ANDERSON & ASSOCIATES LTD

Nancy A. Mitchell Shareholder

GREENBER TRAURIG LLP

Lewis S. Rosenbloom Senior Partner

MCDERMOTT, WILL & EMERY

James P. Ross

Principal

MORRIS ANDERSON & ASSOCIATES LTD

Jacqueline P. Yardley

Senior Vice President and Group Manager

BANK ONE MANAGED ASSETS

11:30

Kmart Wrap-Up

Heralded as the quickest reorganization of a major retailer in history, the Confirmation Hearing is scheduled for April 14. You will get the inside story of this Chapter 11. You may get the answers to the two big questions about Kmart's future: Target and WalMart.

John Wm. Butler, Jr., Debtor's Counsel Partner and Co-Practice Leader, Corporate Restructuring Department

SKADDEN ARPS SLATE MEAGHER & FLOM (ILLINOIS)

Richard M. Cieri, Financial Creditors' Committee Counsel

Partner

JONES DAY REAVIS & POGUE

Glenn B. Rice, Trade Creditors' Committee Counsel Partner

OTTERBOURG STEINDLER HOUSTON & ROSEN PC

12:15

Conference Adjourns

Renaissance American Management, Inc.

We Add Liquidity to the Distressed Market!

Dear Colleague:

Two years ago this conference was brutally cut short on the second day: September 11, 2001. We had no choice but to cancel the conference after the first panel when we got the news. It would have been indecent to do otherwise; besides we were all in a state of shock. Since then I have hardened on the subject as I have watched the lingering effects on our economy. To the extent that the threat of another attack has affected us, the terrorists are winning. We must press on regardless.

A myriad of factors is weighting down the economy and they all add up to a lot of continued distress. The restructuring industry is not slowing down, and this year we are expanding our coverage of the middle market. I encourage you to join us for this our Sixth Annual Conference onCorporate Reorganizations. This is the place to be to expand your network in this vital and growing market.

The subject of liquidations is the sub-text of this conference. We will be looking at it from many different perspectives. Right up until press time I expected that to be the description of the United panel. The issue still looms over Kmart even as they emerge from Chapter 11.

For six years now we have brought you the premier event in Chicago for cutting-edge information and

networking opportunities. We can't claim credit for the emergence of Chicago as a venue of choice for filing, but we are happy to have been a part of it.

Cordially,

David M. Henderson

President, Renaissance American Management, Inc.

Copyright 2003, Alice M. Henderson, Renaissance American Management. All rights reserved.

Jack, whadayamean now I own Kmart? What do I do now?

Official Publication

of this Conference:

Registration Form:

❏ Conference & workshop $1295

❏ Payment enclosed

(Make checks payable to Renaissance American Management, Inc.)

❏ Bill my company Charge to:

❏ Visa ❏ MasterCard ❏ American Express

Cardholder’s statement mailing address:

(Required by processing bank for purchaser verification.)

Street Address ______________________________________ Zip Code ____________________________________________ Card# ______________________________________________ Expiration: Month_______Year________ Name on Card ______________________________________

To Register

Phone:

1-800-726-2524 or 903-595-3800

By Fax:

903-592-5168

By e-mail: [email protected]

Online:

www.renaissanceamerican.com

Payments: Workshop only . . . .$395 Conference only . . . .$1095 Conference and workshop . . . .$1295 Corporate check, American Express, Visa, or MasterCard

Group Discounts Available: If your firm sends two delegates to this conference, third and subsequent delegates will receive a $200 discount.

Cancellations: All cancellations will be subject to a $200

administration fee. In order to receive a prompt refund, your notice of cancellation must be received in writing (by letter or fax) fifteen (15) business days prior to the conference. We regret that refunds will not be issued after this date. The registration may be transferred to another member of your firm for this or any future Renaissance American Management Conference within 13 months. If you plan to send a substitute in your place, please notify us as soon as possible so that materials and preparations can be made. In the unlikely event of a conference cancellation, Renaissance American Management, Inc. and Beard Group assume no liability for non-refundable transportation costs, hotel accommodations or additional costs incurred by registrants.

Venue:

The Fairmont Hotel 200 N. Columbus Chicago, IL 60601 Phone:

312-565-8000

1-800-441-1414 (Fairmont Hotels)

Hotel Reservations: In order to get the group discount, it is important that you register by May 27 and tell them that you are with the Corporate Reorganizations Conference.

Suggested Dress: Business Casual

Sixth Annual Conference on

Corporate

Reorganizations

Sixth Annual Conference on

Corporate

Reorganizations

The Fairmont Hotel

Chicago

June 19-20, 2003

Renaissance American Management 3101 Old Bullard Rd.

Tyler, Texas 75701

Upcoming Conference

Distressed Investing 2003

December 1-2, 2003

The Plaza Hotel

New York City

Presorted First-Class Mail U.S. Postage PAID Cedar Rapids, IA Permit No. 860