Fortress Group Announces Modified Dutch Auction Tender Offer for Its 13-3/4% Senior Notes Due 2003

Apr 04, 2001, 01:00 ET from Fortress Group, Inc.

    McLEAN, Va., April 4 /PRNewswire/ -- The Fortress Group, Inc.,
 (Nasdaq:   FRTG) (the "Company") announced today that it has commenced a
 Modified Dutch Auction tender offer (the "Offer") for approximately
 $42.4 million to $46.3 million principal amount of its outstanding 13-3/4%
 Senior Notes due 2003 (the "Notes").  The Company intends to spend
 approximately $25 million to purchase the Notes (the "Aggregate Purchase
 Price"), and therefore will accept for purchase less than all of the
 outstanding Notes.
     The Company is offering to purchase the Notes for cash, at a purchase
 price designated by the holder, subject to a minimum of $540 per $1,000
 principal amount and a maximum of $590 per $1,000 principal amount, upon the
 terms and conditions specified in the Invitation dated April 4, 2001.  The
 Offer will expire at 5:00 p.m., New York City time, on May 1, 2001, unless
 extended or earlier terminated (the "Expiration Date").  The tender of Notes
 may be withdrawn at any time prior to the Expiration Date.
    The Company is making the Offer by way of a "Modified Dutch Auction"
 procedure.  Under this procedure, as soon as practicable following the
 Expiration Date, the Company will accept offers to sell Notes tendered
 pursuant to the Offer in the following order: first, offers to sell Notes
 tendered at $540 per $1,000 principal amount and continuing with offers to
 sell Notes in order of increasing offer price, until the Company has spent
 $25 million.  The Company will pay to all holders whose offers are accepted
 the highest price offered for Notes that are accepted for purchase by the
 Company (the "Clearing Price"), even if that price is higher than the price
 offered by such holder.  If the aggregate principal amount of Notes offered at
 the Clearing Price exceeds the maximum amount of Notes that may be accepted by
 the Company at the Clearing Price under the foregoing procedure, acceptances
 of offers at the Clearing Price will be allocated among holders on a pro rata
 basis according to the principal amount so offered.
     The Company has signed a letter of intent with respect to the sale of
 substantially all of the assets of Fortress-Florida, Inc.
 ("Fortress-Florida"), a wholly-owned subsidiary of the Company, together with
 Fortress-Florida's related mortgage operations (collectively, the "Asset
 Sale").  The Asset Sale constitutes approximately (i) 10% of the Company's
 consolidated assets and (ii) 14% of the Company's consolidated EBITDA (before
 any offset of corporate, general and administrative expenses), in each case as
 of December 31, 2000.  The letter of intent provides for the assumption by the
 buyer of all outstanding secured indebtedness of Fortress-Florida as of the
 date of the consummation of the Asset Sale.  As of December 31, 2000, the
 amount of secured indebtedness of Fortress-Florida was approximately
 $14 million.  The closing of the Asset Sale is subject to the satisfactory
 completion of due diligence by the buyer, the negotiation of a definitive
 purchase agreement and other definitive documentation, and other standard
 closing conditions.  The letter of intent provides for a closing date of
 May 1, 2001.  The Company intends to finance the purchase of the Notes, from
 the Asset Sale, and any remaining available cash from the sale of assets of
 Brookstone Homes, Inc., (as previously disclosed) and from operations.  The
 closing of the Asset Sale is a condition to the Company's obligations to
 purchase the Notes pursuant to the Invitation.
     This press release shall not constitute an offer to purchase or a
 solicitation of acceptances of the tender offers, which may only be made
 pursuant to the terms of the Invitation and related Letter of Transmittal.
     Banc of America Securities LLC is the exclusive dealer manager, The Bank
 of New York is the depositary, and D.F. King & Co., Inc. is the information
 agent in connection with the Offer.  Copies of the Invitation and related
 offer documents may be obtained from the information agent at 800-714-3305.
 Additional information concerning the terms of the Offer may be obtained by
 contacting Banc of America Securities LLC at 888-292-0070 (toll free) or
 704-388-4807 (collect).
 
     About the Company
     The Company is a nationally diversified homebuilder.  The Company's homes
 are marketed under the names of its operating subsidiaries: The Genesee
 Company (Colorado and Arizona), Sunstar Homes (North Carolina), Christopher
 Homes (Nevada), Fortress Homes and Communities of Florida (Florida), Wilshire
 Homes (Texas), Don Galloway Homes (North Carolina and South Carolina),
 Iacobucci Homes (Pennsylvania and New Jersey), Whittaker Homes (Missouri), and
 Quail Homes (Oregon and Washington).
     Fortress Mortgage, Inc., a wholly owned subsidiary of the Company,
 provides permanent loan financing to purchasers of the Company's homes through
 a variety of conventional and government backed financing programs.  These
 mortgage programs are available through branch offices located in the regional
 markets served by the Company's homebuilding subsidiaries.
 
 

SOURCE Fortress Group, Inc.
    McLEAN, Va., April 4 /PRNewswire/ -- The Fortress Group, Inc.,
 (Nasdaq:   FRTG) (the "Company") announced today that it has commenced a
 Modified Dutch Auction tender offer (the "Offer") for approximately
 $42.4 million to $46.3 million principal amount of its outstanding 13-3/4%
 Senior Notes due 2003 (the "Notes").  The Company intends to spend
 approximately $25 million to purchase the Notes (the "Aggregate Purchase
 Price"), and therefore will accept for purchase less than all of the
 outstanding Notes.
     The Company is offering to purchase the Notes for cash, at a purchase
 price designated by the holder, subject to a minimum of $540 per $1,000
 principal amount and a maximum of $590 per $1,000 principal amount, upon the
 terms and conditions specified in the Invitation dated April 4, 2001.  The
 Offer will expire at 5:00 p.m., New York City time, on May 1, 2001, unless
 extended or earlier terminated (the "Expiration Date").  The tender of Notes
 may be withdrawn at any time prior to the Expiration Date.
    The Company is making the Offer by way of a "Modified Dutch Auction"
 procedure.  Under this procedure, as soon as practicable following the
 Expiration Date, the Company will accept offers to sell Notes tendered
 pursuant to the Offer in the following order: first, offers to sell Notes
 tendered at $540 per $1,000 principal amount and continuing with offers to
 sell Notes in order of increasing offer price, until the Company has spent
 $25 million.  The Company will pay to all holders whose offers are accepted
 the highest price offered for Notes that are accepted for purchase by the
 Company (the "Clearing Price"), even if that price is higher than the price
 offered by such holder.  If the aggregate principal amount of Notes offered at
 the Clearing Price exceeds the maximum amount of Notes that may be accepted by
 the Company at the Clearing Price under the foregoing procedure, acceptances
 of offers at the Clearing Price will be allocated among holders on a pro rata
 basis according to the principal amount so offered.
     The Company has signed a letter of intent with respect to the sale of
 substantially all of the assets of Fortress-Florida, Inc.
 ("Fortress-Florida"), a wholly-owned subsidiary of the Company, together with
 Fortress-Florida's related mortgage operations (collectively, the "Asset
 Sale").  The Asset Sale constitutes approximately (i) 10% of the Company's
 consolidated assets and (ii) 14% of the Company's consolidated EBITDA (before
 any offset of corporate, general and administrative expenses), in each case as
 of December 31, 2000.  The letter of intent provides for the assumption by the
 buyer of all outstanding secured indebtedness of Fortress-Florida as of the
 date of the consummation of the Asset Sale.  As of December 31, 2000, the
 amount of secured indebtedness of Fortress-Florida was approximately
 $14 million.  The closing of the Asset Sale is subject to the satisfactory
 completion of due diligence by the buyer, the negotiation of a definitive
 purchase agreement and other definitive documentation, and other standard
 closing conditions.  The letter of intent provides for a closing date of
 May 1, 2001.  The Company intends to finance the purchase of the Notes, from
 the Asset Sale, and any remaining available cash from the sale of assets of
 Brookstone Homes, Inc., (as previously disclosed) and from operations.  The
 closing of the Asset Sale is a condition to the Company's obligations to
 purchase the Notes pursuant to the Invitation.
     This press release shall not constitute an offer to purchase or a
 solicitation of acceptances of the tender offers, which may only be made
 pursuant to the terms of the Invitation and related Letter of Transmittal.
     Banc of America Securities LLC is the exclusive dealer manager, The Bank
 of New York is the depositary, and D.F. King & Co., Inc. is the information
 agent in connection with the Offer.  Copies of the Invitation and related
 offer documents may be obtained from the information agent at 800-714-3305.
 Additional information concerning the terms of the Offer may be obtained by
 contacting Banc of America Securities LLC at 888-292-0070 (toll free) or
 704-388-4807 (collect).
 
     About the Company
     The Company is a nationally diversified homebuilder.  The Company's homes
 are marketed under the names of its operating subsidiaries: The Genesee
 Company (Colorado and Arizona), Sunstar Homes (North Carolina), Christopher
 Homes (Nevada), Fortress Homes and Communities of Florida (Florida), Wilshire
 Homes (Texas), Don Galloway Homes (North Carolina and South Carolina),
 Iacobucci Homes (Pennsylvania and New Jersey), Whittaker Homes (Missouri), and
 Quail Homes (Oregon and Washington).
     Fortress Mortgage, Inc., a wholly owned subsidiary of the Company,
 provides permanent loan financing to purchasers of the Company's homes through
 a variety of conventional and government backed financing programs.  These
 mortgage programs are available through branch offices located in the regional
 markets served by the Company's homebuilding subsidiaries.
 
 SOURCE  Fortress Group, Inc.