Encompass also announced today that it has cancelled its Special Meeting of Shareholders, originally scheduled for October 15, 2002, and terminated its previously announced Rights Offering. The company said it will file a request with the Securities and Exchange Commission (SEC) to withdraw the related Registration Statement.

“With the proposed restructuring, we are pursuing a significant improvement to our capital structure and substantially strengthening our business prospects,” said Joe Ivey, president and chief executive officer of Encompass. “This plan, if approved, will significantly reduce our total debt and improve our financial flexibility. Moving forward quickly with this plan should provide Encompass and our stakeholders with the best prospects for realizing the value of the business.”

The proposed financial restructuring plan would eliminate all of the company’s subordinated debt, all of its mandatorily redeemable preferred stock, and a significant portion of its senior debt. It would significantly reduce annual cash interest payments and eliminate dividend obligations.

Ivey continued, “We believe that this restructuring plan, if approved, will allow the company to operate its business in the ordinary course, with minimal disruption to our customers, suppliers, and employees, and will provide the company with the opportunity to reach its full potential.”

If its solicitation is successful, Encompass intends to implement the restructuring transaction through a “pre-packaged” Chapter 11 filing in order to complete its restructuring in an expedient manner. The proposal contemplates a debtor-in-possession loan facility for Encompass during the Chapter 11 proceeding.

Upon completion of the proposed restructuring, Encompass expects to receive a new revolving credit facility to fund general corporate purposes and working capital needs, including the issuance of letters of credit.

Although the company has not received any indication of support from its creditors for the proposed restructuring, it believes this expedited restructuring process will preserve the most value for its creditors and other constituencies, if approved. Encompass stated that in the event it does not receive the support required from its creditors to implement this plan, it would explore alternate courses of action to preserve the value of the company.

Encompass intends to commence the solicitation of approvals of the proposed plan shortly. The solicitation of approvals would expire 30 days after commencement.

Publication date: 10/14/2002