PAGE 77 LEVEL 1 - 12 OF 30 STORIES Copyright 1992 PR Newswire Association, Inc. PR Newswire October 5, 1992, Monday SECTION: Financial News DISTRIBUTION: TO BUSINESS EDITOR LENGTH: 431 words HEADLINE: SEIDL TO RESIGN AT MAXXAM, KAISER ALUMINUM, KAISER ALUMINUM & CHEMICAL, AND PACIFIC LUMBER; HURWITZ, HUTCHCRAFT TO TAKE ON ADDED POSTS DATELINE: HOUSTON, Oct. 5 KEYWORD: bc-MAXXAM-Kaiser-Alum BODY: MAXXAM Inc. (AMEX: MXM) announced today that, effective the end of the year, John M. Seidl will resign as president of MAXXAM, as chairman and chief executive officer of its subsidiary companies, Kaiser Aluminum Corp. (KAC) (NYSE: KLU) and Kaiser Aluminum & Chemical Corp. (KACC), and as chairman of MAXXAM-owned The Pacific Lumber Co. Seidl also will resign as a director of MAXXAM, the Kaiser companies, and Pacific Lumber. Charles Hurwitz, MAXXAM's chairman and chief executive officer, will take on the added positions of president of MAXXAM and chairman of Pacific Lumber. A.S. Hutchcraft, Jr., KAC and KACC president, will assume the added positions of chairman and chief executive officer of KAC and KACC. "I have been lucky enough to have held interesting and exciting leadership positions in a number of companies in American business and industry since 1978," Seidl said. "Those fourteen years have been great fun. I also have had the good fortune to have enjoyed challenging positions in the academic world and the federal government in Washington, D. C., before my business career. 1993 is the right year for me to reflect on all those experiences and decide how I wish to spend the next ten to fifteen years of my life." "Mick Seidl has made a major contribution to our organization, and we wish him well," Hurwitz said. "We are very fortunate to have an individual of Steve Hutchcraft's experience and competence on board to move into Mick's Kaiser responsibilities." Seidl, 53, joined the MAXXAM organization in January of 1989 as chairman and chief executive officer of Kaiser Tech Ltd., the predecessor to KAC, and its operating subsidiary, KACC. He was named president of MAXXAM and chairman of Pacific Lumber in 1990. Seidl came to MAXXAM from Enron Corp., a diversified energy-based corporation, where he was president. Hutchcraft, 62, is a 36-year Kaiser veteran. He has been president of KAC since 1988 and a director since 1991, and he has been president, chief operating officer, and a director of KACC since 1982. Prior to 1982, he served KACC in a variety of managerial capacities, including general manager of the Aluminum Raw Materials and Reduction Division and general manager of the Aluminum PAGE 78 PR Newswire, October 5, 1992 Fabricated Products Division. Hutchcraft is a graduate of Yale University. MAXXAM is a Fortune 200 company that operates in aluminum, through 87.3-percent-owned KAC and KACC; forest products, through wholly owned Pacific Lumber; and real estate management and development through various subsidiaries. ORGANIZATION: MAXXAM Inc.; Kaiser Aluminum; Kaiser Aluminum & Chemical; Pacific Lumber Co. TICKER-SYMBOL: MXM; KLU SUBJECT: Personnel Announcements GEOGRAPHIC: California CO: KAISER ALUMINUM CORP; MAXXAM INC; PACIFIC LUMBER CO; TS: KLU (NYSE); MXM (AMEX); IND: 324 ALUMINUM REFINING; PAGE 79 PR Newswire September 9, 1992, Wednesday SECTION: Financial News DISTRIBUTION: TO BUSINESS EDITOR LENGTH: 152 words HEADLINE: MAXXAM ELECTS OFFICER DATELINE: HOUSTON, Sept. 9 KEYWORD: bc-MAXXAM-officer BODY: MAXXAM Inc. (AMEX: MXM) announced today that its board of directors has elected Ronald L. Reman to the newly created position of vice president, taxes. Reman, 34, had been the company's director of taxes since joining MAXXAM in 1986. Prior to that, he had been employed in the New York offices of Coopers & Lybrand and Price Waterhouse. Reman earned a B.S. in Accounting from Arizona State University in 1977. He is a New York State Certified Public Accountant. MAXXAM is a FORTUNE 500 company that operates in three industries: aluminum (through Kaiser Aluminum Corp., an 87.3 percent-owned, fully integrated aluminum producer); forest products (primarily through The Pacific Lumber Co., a wholly owned subsidiary); and real estate management and development (primarily through MAXXAM Property Co. and various wholly owned subsidiaries). CONTACT: Scott Lamb of MAXXAM, 713-267-3826 ORGANIZATION: MAXXAM TICKER-SYMBOL: MXM SUBJECT: Personnel Announcements GEOGRAPHIC: Texas INDUSTRY: Mining; Metals PAGE 80 LEVEL 1 - 14 OF 30 STORIES Houston Business Journal August 24, 1992 SECTION: Vol 22; No 14; Sec 1; pg 1 LENGTH: 1492 words HEADLINE: Will County Bet on Racetrack Bonds? BYLINE: Leah DATELINE: Houston; TX; US BODY: A group of businesspeople stands at the gate, tempting Harris County commissioners to place their bets on the proposed Sam Houston Race Park. Many of them are familiar names in Houston's business community, like Houston Astros owner John McMullen, Maxxam Inc. Chief Executive Officer Charles Hurwitz and plaintiff attorney John O'Quinn. Others are smaller players, hoping their days at the races will reap them a huge payoff. This partnership is asking county commissioners to spur a $ 198 million bond issue that would buy them out of their racing license, making county taxpayers the owners of an ultra-modern horse racing palace. County commissioners are expected to vote on the deal Tuesday. The racing promoters claim the track would pump at least $ 3.5 million a year into county coffers for the next quarter century, draw $ 2 million worth of new drivers every year onto the Harris County Toll Road and create 1,500 jobs. They've promised it's a win-win proposition, without risk to county taxpayers. A closer look at the mechanics behind the deal reveals that this coalition of racetrack promoters--who have wagered little investment money--would hit a daily double worth more than $ 100 million. Other than the racetrack license itself, they would lose virtually nothing in exchange for a chance at a spectacular payoff. The gamble is more risky for Harris County. Taxpayers would indeed face no direct fiscal danger. The bonds would be backed only by track revenues, so if the facility fails the bondholders would have no legal recourse except to foreclose on the park. But financial experts who have analyzed the deal point out that a failed racetrack could significantly damage Harris County's bond rating. That would drive up interest rates the county pays on future bond issues. And although the racetrack promoters promise big payoffs for Harris County, they're keeping their feasibility studies a secret. Their economic impact numbers come from a KPMG Peat Marwick report, which they refuse to release to county officials or the public. And they base their $ 103 million asking price upon an Arthur Andersen & Co. study that supposedly values their license at $ PAGE 81 Houston Business Journal, August 24, 1992 164 million--another study they refuse to release. Nonetheless, a laundry list of business groups is backing the deal, from The Greater Houston Partnership to the Greater Houston Convention & Visitors Bureau. Everyone from contractors to restaurateurs to travel agencies agrees the racetrack would be a boon to the economy of northwest Harris County. "Harris County, by owning that racetrack, creates tons of jobs, tourism, new industries and could make a ton of money off it to support other county services," says Gerald Holtzman, a major partner in the group that owns the license. HANDICAPPING THE DEAL Here's how the deal would work: Harris County would establish a five-member sports authority to build and operate the racetrack. The sports board would issue $ 198 million in tax-exempt bonds. Out of that $ 198 million, $ 65 million in first lien mortgage bonds would finance the track's construction and operation. Another $ 30 million would pay back the bond buyers for the first two years, covering the debt payments until the track is built and starts generating revenues. The remaining $ 103 million in subordinate bonds would go to the racetrack promoters pitching this deal, basically compensating them for their license. After that, Harris County would own the license and the racetrack. The pony palace would be built and operated by the sports authority. Each county commissioner would appoint one member to the authority's board. No doubt, those appointments would be coveted political plums. These board members would dole out contracts for construction, concessions, management and any other lucrative business flowing from the racetrack. As the revenues flow in, the bond holders would have first claim. After the bond holders are paid, the county would receive its $ 3.5 million guaranteed minimum profit. The promoters would be last in line to collect a cut. The track would have to net about $ 40 million a year to move into the black. After that, all of the profits would flow into the county treasury. The arrangement would be unlike anything in county history. The only comparable deal involves The Astrodome, which the county flatly leases to McMullen's Houston Sports Association. By contrast, HSA would operate the racetrack, but the county would collect an ongoing cut of the profits. "We've never seen a deal like this suggested or proposed before," says Assistant County Attorney Marsha Floyd. "It may murky the waters of a clean, non-profit governmental authority." However, there are comparable deals cooking in other parts of the state. In the Dallas suburb of Grand Prairie, voters narrowly passed a half-cent sales tax dedicated to building a racetrack. And in Selma, near San Antonio, revenue bonds have been authorized to pay for a $ 60 million track. In both cases, unlike Harris County, the local governments will not hold the license or operate the track. PAGE 82 Houston Business Journal, August 24, 1992 A cautionary example of the dangers behind public financing of racetracks comes from Polk County, Iowa. In 1987, county officials there issued $ 40 million in bonds to build the Prairie Meadows Horse Racing Track. The bonds were supposed to be paid off with lease payments from the track operators. But the track failed, the bonds went into default and Polk County's bond rating was downgraded from "AA" to "A-" by financial institutions. That track has never been able to support itself since opening in 1989. It has stayed afloat only because the county has kept it on a resuscitator with $ 9.3 million in government subsidies. Now Polk County officials want to issue general obligation bonds to pay off the racetrack debt. And a group of Polk County taxpayers is suing county officials to block them from issuing general obligation bonds to pay off the racetrack debt. Polk County voters never had a chance to approve their government's racetrack deal. Here in Houston, State Rep. Ron Wilson--an outspoken critic of the Sam Houston Race Park deal has called for a referendum. "This is worse than writing hot checks," he says. "And it's on somebody else's account." Skeptical criticism like that raises the hackles of racetrack partner Holtzman. "This is not a scam," Holtzman says. "This is a legitimate business opportunity. This a good deal for all involved." THE SURE BET That raises a significant question. If this is such a great deal, why are the racetrack's license owners willing to hand it over to the county? The answer is simple. Dealing with the county will be easier and much more profitable. Private financing would be more expensive and time-consuming. It would also force the racetrack's promoters to assume personal liability for the track's debts. Most importantly, without the county's help, there's a strong possibility the track will never be built. Bond experts say there's no assurance enough institutions would buy the bonds if they aren't tax-exempt. "There's not really a market for (private racetrack) bonds," says Steve Claiborne, a managing director with the Houston office of Lehman Brothers. "You can't call up a broker and place those bonds." Even some government-backed bonds are having trouble finding buyers in the current market. Indeed, Claiborne points out that the county's backing wouldn't necessarily make the Sam Houston Race Park bonds attractive enough to lure institutional investors. "The market is pretty smart," he says. "People who would buy these bonds are going to give these studies a one, two or 10 times look over." Holtzman admits the bonds would carry a higher risk than usual county bond issues. But he says the KPMG Peat Marwick projections should sell the project. PAGE 83 Houston Business Journal, August 24, 1992 "The real issue, and the only issue, is should Harris County make money that way?...We say, 'Why not?'" County Commissioner Steve Radack has come up with plenty of reasons why the county should be cautious about this deal. He worries that the county would essentially lose control over the sports authority that would run the racetrack, creating the same type of troubles county commissioners like Radack have run into with the Harris County Hospital District. Besides, he says, running a racetrack is a complicated enterprise. "What are we going to have here?" Radack asks. "Are we going to be sitting in commissioners court settling gambling debts? If we have to decide a photo finish, imagine how many calls I'll get." Telephone calls have already been pouring into county offices. Commissioner Jerry Eversole says callers opposing the racetrack deal have outnumbered supporters by a 3-to-2 margin. While the bets for and against the racetrack still continue to trickle in, Eversole and his fellow commissioners are weighing the odds and preparing to make a decision on the bond issue this week. SUBJECT: Racing; Local government; Investments; Government securities; Southwest GEOGRAPHIC: Southwest Region; Houston; TX; US COMPANY: Sam Houston Race Park; SIC: 7948 LOAD-DATE-MDC: September 22, 1992 Extel Financial Limited AFX News July 14, 1992, Tuesday SECTION: Company News; General Company News; Company News; General Company News LENGTH: 129 words HEADLINE: CONTINENTAL AIRLINES NEGOTIATING 350 MLN DLR SHARE SALE BODY: COPENHAGEN (AFX) - Continental Airlines is negotiating to sell 72 pct of its shares for 350 mln U.S. dollars to Houston based investor group Maxxam Inc, Continental's partner Scandinavian Airlines System said. SAS spokesman Gerhard Dall said negotiations started last week, but are now being dealt with by Continental's creditors and the courts, which have to give approval before a deal can be struck, said Dall. Continental suspended payments to creditors under Chapter 11 legislation. SAS holds a 100 mln dollar stake in Continental, bought in 1988 and 1990. The stake is written down to zero, said Dall, but he said the investment is still of benefit to SAS because of the traffic route possibilities it gives. TICKER-SYMBOL: DKLK.EU GEOGRAPHIC: United States; Denmark; Sweden INDUSTRY: Aerospace PAGE 85 LEVEL 1 - 16 OF 30 STORIES The San Francisco Chronicle JULY 14, 1992, TUESDAY, FINAL EDITION SECTION: BUSINESS; Pg. B1 LENGTH: 1912 words HEADLINE: Timber Firm Has Growth Problem Environmentalists stymie Pacific Lumber bid to harvest old-growth SERIES: THE TIMBER INDUSTRY BYLINE: Jeff Pelline, Chronicle Staff Writer BODY: (Second of two parts) Few industries have undergone more changes or have been more in the public eye than the multibillion-dollar lumber industry in the Pacific Northwest. And no company has been more in the spotlight than Pacific Lumber. As the biggest private owner of old- growth redwoods, it has been a key target of environmentalists. And since it was taken over by an out-of-state conglomerate controlled by a multimillionaire Texas investor, the Scotia-based company has come to symbolize the more-controversial leveraged buyouts of the 1980s. In fewer than seven years, Charles Hurwitz, chief executive of Houston- based Maxxam Inc., has built an empire generating more than $ 2.2 billion in annual revenues. Its principal assets include not only Pacific Lumber, but also Oakland-based Kaiser Aluminum. And last week, a Hurwitz-led group agreed to invest $ 350 million to buy a majority stake in Continental Airlines. When he bought Pacific Lumber Co. in 1985, Hurwitz saw the company as undervalued, with gratifyingly little debt and a dominant position in its market. But Hurwitz, 52, celebrated by some as an ingenious investor, didn't envision the controversy that would erupt from his plan to harvest the company's most valuable commodity over a 20- year period -- the largest remaining private stand of old-growth redwoods, some of which may be more than 2,000 years old. ''I clearly underestimated what would happen,'' Hurwitz said. Hurwitz wanted to double the company's timber cut to pare the acquisition debt. What he underestimated was the strength of the opposition from environmentalists. Lawsuits by environmental groups have blocked nine of the Hurwitz regime's plans to cut old- growth timber on 2,500 acres. In addition, Pacific Lumber has temporarily agreed not to harvest a 3,000-acre plot 10 miles southeast of Eureka known as the Headwaters forest, because of opposition from environmentalists. The company owns 195,000 acres of timberland all told, but the old- growth acreage is the most valuable, according to Pacific Lumber President John Campbell. PAGE 86 The San Francisco Chronicle, JULY 14, 1992 Industry consultants estimate that the timberland locked up in litigation is worth about $ 300 million, and the Headwaters forest is valued at $ 500 million to $ 700 million. Between them, these properties account for perhaps a third of the company's assets. ''We already have manipulated 96 percent of the forested area in California, so the ancient forests are critical to maintain those threads of diversity that existed beforehand,'' said Charles Powell, a director of EPIC, the environmental group that has filed numerous suits against Pacific Lumber. ''People also are touched by these forests -- many of them feel they are the embodiment of God's wonder.'' Pacific Lumber is facing a new challenger to its harvesting plans: a coastal seabird called the marbled murrelet. In March, the California Department of Fish and Game decided to list the murrelet as an endangered species. Last month, Fish and Game inspectors reported that the company may have inadequately surveyed the bird's habitat before starting to cut a 240-acre stand of old-growth redwoods. Pacific Lumber says that it was in full compliance with harvesting regulations, but has agreed to stop cutting in the stand for at least a month, while it conducts further surveys. In the meantime, Pacific Lumber is suing the Fish and Game department, charging that the murrelet was listed on inconclusive evidence. Some wildlife biologists say that the black-brown-and-white- speckled bird poses a greater threat to timber harvesting than the spotted owl, because it seems to be more dependent on old- growth forests. The challenges to the company's timber-harvesting ''create some uncertainty, no doubt,'' said Pacific Lumber Chairman John Seidl, Hurwitz's hand-picked manager. ''But we think we're managing very well with that uncertainty.'' Last month, the California Supreme Court agreed to review a case that environmental groups often cite in legally challenging timber-harvesting plans. In the case, which involved Pacific Lumber, the state appellate court ruled that regulators have the authority to require extensive wildlife surveys beyond those specified in timber- harvesting regulations. Many legal experts, mindful of recent property-rights rulings in other states, predict that the high court will scale back or overturn the lower-court decision, making it easier for the companies to harvest their timber. A decision is expected early next year. Pacific Lumber is looking to increase profits by cutting whatever trees it can. These include second- and third-growth redwoods and Douglas firs, and so-called residuals -- old-growth trees left standing from cuts made years ago. Last year, for the first time since Hurwitz bought Pacific Lumber, the company posted a decline in profits and revenues. Its operating income fell to $ 51.1 million from $ 61.8 million, while its revenues fell to $ 192.2 million from $ 193.2 million. The company said that the declines stemmed largely from the recession, but also from increased regulatory costs. This year, earnings are rebounding. The company earned $ 11.9 million on sales of $ 47.2 million for the quarter ended March 31 -- up from $ 8.5 PAGE 87 The San Francisco Chronicle, JULY 14, 1992 million on revenues of $ 39.1 million for the year- earlier period. ''The tremendous cutback in federal land sales has made a huge difference in terms of prices and volumes for redwoods, so the first quarter has been unbelievably strong,'' Seidl said. ''We think this is going to be a strong year for us, and 1993 will be better.'' An earthquake that struck the region in April -- and shut down one of the company's sawmills for about a month -- dampened second-quarter results. But higher prices are helping to offset the lower production, which fell about 4 million board feet below projections. Pacific Lumber has been expanding its operations. In February the company bought 300 acres of timberland -- property seized by the government after its previous owner was found guilty of growing marijuana. Two years ago, the company bought Arcata-based Britt Lumber, a major manufacturer of redwood fence-and-deck lumber. And last year it built a new, so-called edge-and-glue plant at Scotia, enabling it to make wood products from short and narrow boards that formerly were tossed out. The company's capital investments have totaled more than $ 100 million since Hurwitz took control, including a $ 50 million, 30-megawatt cogeneration power plant. The number of workers involved in lumber operations has increased by one-third -- to 1,250. On the other hand, the company's cutting and welding business, which had employed nearly 2,000 people in Southern California, Texas, Kansas and Massachusetts, was sold for $ 325 million in 1987 to cut debt. Its former headquarters building in San Francisco was sold for more than $ 30 million. Pacific Lumber is seeking to strengthen its balance sheet. The company is negotiating with lenders this week to refinance its high debt load, which grew nearly 14- fold when Hurwitz took over. The debt has been cut by about $ 90 million -- to $ 545 million. Cash flow has been averaging more than $ 90 million annually -- enough to cover the company's interest payments of about $ 70 million per year. A total of $ 377 million in debt becomes payable in 1995 and 1996, and the company plans to refinance that debt at a lower interest rate and extend the maturity dates. Pacific Lumber also is working to rebuild the company-owned town of Scotia. The town and the company's operations suffered an estimated $ 16 million in earthquake damage three months ago. The shopping center and 45 of 272 employee houses were damaged. The company expects to begin rebuilding the shopping center, which included a grocery store, hardware store, pharmacy and coffee shop, by the fall, and will complete the work in a year. All the homes should be repaired by the end of summer. Before the arrival of Hurwitz, it was Pacific Lumber's policy to never harvest more timber than it grew in any given year. The company also practiced selective harvesting, where the largest trees in a stand are periodically removed, leaving the younger ones to grow further. The practice is repeated PAGE 88 The San Francisco Chronicle, JULY 14, 1992 indefinitely, producing what lumbermen call an ''uneven-aged'' forest. ''We always took a very conservative look at our forests and the harvesting and managing of them,'' said Stan Murphy, whose family controlled the company before it was listed on the New York Stock Exchange. When Maxxam took control, it abruptly doubled the cut to pay off debt, and stepped up the controversial practice of clear-cutting, where an entire stand of trees is removed down to the stump. Pacific Lumber was met by protests from environmental groups, who once had regarded the company as highly sensitive to their concerns. A group of former employees and local politicians support a new plan, called the PL take-back proposal, to slow down the cutting of old-growth trees and wrest the company from Hurwitz's control. Campbell defends the company's harvesting practices. Clear- cutting, he notes, is practiced on less than 10 percent of the company's timberland -- mainly where the land has been damaged by wind, fire or insects. It is widely practiced elsewhere in the industry, he adds. Campbell said that Pacific Lumber's harvesting, though increased, remains within the industry norm when considered as a percentage of total timber holdings. And in 20 years, Pacific Lumber plans to reduce its harvesting to pre-Hurwitz levels, he said. Most of the old-growth trees, he adds, are dying and should be cut down. He also makes the point that the best of the redwoods -- some 157,000 acres worth of virgin growth -- have been preserved in parks. Critics contend that Pacific Lumber's plan to eliminate its old- growth timber will lead to job cuts. Old-growth trees, generally defined as those more than 200 years old, are larger and harder to handle than others, and therefore more labor-intensive. Campbell concedes that jobs -- perhaps hundreds of them -- will be lost over a decade as the transition occurs. But he thinks most of the cuts will be achieved through attrition. He said that the company plans to expand its timberlands, which could mean added jobs. The issue of pension security has bedeviled the company and its employees. Last year, the trustee of Pacific Lumber's annuity plan, First Executive Life Insurance, went into bankruptcy protection. Payments to more than 500 of the company's retirees were temporarily halted. The U.S. Department of Labor filed suit against Maxxam, demanding that it cover any shortfall, and the company agreed. Hurwitz also has been criticized for using excess money in the company's old pension plan to partly finance his buyout of Pacific Lumber. Hurwitz has had rocky times elsewhere as well. He formerly served as chairman of United Financial Group, whose United Savings Association of Texas unit collapsed four years ago. Federal Deposit Insurance Corp., which oversees the savings- and-loan industry, has said that it is considering filing a $ 500 million- plus lawsuit against United Financial and its former officers, alleging that they are liable for breach of fiduciary duty. PAGE 89 The San Francisco Chronicle, JULY 14, 1992 GRAPHIC: PHOTO,Arthur Del Biaggio of Pacific Lumber pushed logs along the water toward a mill to be processed , BY DEANNE FITZMAURICE, THE CHRONICLE TYPE: RELATED STORY SUBJECT: BUSINESS; LUMBER; ENVIRONMENT; TREES; LAWSUITS; CA; DEPARTMENTS; ENDANGERED SPECIES; BI NAME: Pacific Lumber; Ca. Department of Fish and Game