Replies to post #29 on Penthouse (PHSL)

[chisox pat]

Penthouse Publisher Announces Filing of New Plan of Reorganization Under Which its Parent Penthouse International, Inc. will Retain Ownership of its Magazine and Related Adult Entertainment Businesses
3/4/2004 5:38:00 PM
NEW YORK, Mar 4, 2004 /PRNewswire-FirstCall via COMTEX/ -- General Media, Inc., the publisher of Penthouse magazine, together with eight of its direct and indirect subsidiaries (the "Company") announced the filing yesterday of a First Amended Plan of Reorganization with the United States Bankruptcy Court. Under the Plan, if confirmed, holders of the Company's 15% Senior Notes due 2004 and the Company's general unsecured creditors would receive payment of their allowed claims in full in cash, the Company's outstanding Class A Preferred Stock would be reinstated, and the common stock of the reorganized Company would be issued to Penthouse International, Inc. (OTC Bulletin Board: PHSL.OB), which has not filed for bankruptcy protection and currently owns 99.5% of General Media, Inc. Penthouse International, Inc. will retain ownership of General Media, Inc. in consideration for a capital contribution of between $38 and $50 million. This plan supercedes a prior plan under which control of General Media and its subsidiaries would have been transferred to its bondholders, principally an entity affiliated with Marc Bell, formerly of Globix Corporation.

General Media has received a commitment for $30 million of secured exit financing extended by certain funds and accounts managed by Post Advisory Group of Los Angeles, California. Penthouse International, Inc. has also received a commitment from its majority shareholder, Dr. Luis Enrique Fernando Molina G., to provide Penthouse with such additional amount of funding as shall be necessary to finance the full-payment plan. The previous plan of reorganization, which was withdrawn by General Media on Tuesday, provided that holders of the Company's Senior Notes would exchange them for 1 million shares of common stock of the reorganized Company, representing 100% of the new common equity, plus up to $27 million principal amount of new notes, while general unsecured creditors, whose claims aggregate approximately $10-$12 million, would have shared pro rata in $2 million in cash and $3 million principal amount of new notes. In connection with the new Plan that pays creditors in full, the Company will enter into an agreement pursuant to which Company founder Robert C. Guccione will remain as publisher and editor-in- chief of Penthouse magazine.

"The financial commitments we received to fund this new plan represent an important vote of confidence on the part of Dr. Molina and Post Advisory Group, which will enable the Company to repay all the Company's debts in full and emerge as a strong and viable enterprise for many years to come. We look forward to a prompt and successful conclusion to the Company's chapter 11 case," commented Robert C. Guccione, Chairman and Chief Executive Officer of General Media, Inc. and founder of Penthouse magazine. The Company filed a voluntary Chapter 11 petition on August 12, 2003.

A copy of the proposed First Amended Plan of Reorganization is available on the website of the Bankruptcy Court, http://www.nysb.uscourts.gov.

This release contains statements relating to future results of the Company (including certain projections and business trends) that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including, but not limited to, the fact that no assurances can be given that the First Amended Plan of Reorganization will be confirmed, or that it will enhance the Company's competitive position, as well as other risks and uncertainties detailed from time to time in the filings of the Company with the Securities and Exchange Commission.


Contact:
For General Media, Inc.
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.
Robert Feinstein, Esq., 212-561-7700

[chisox pat]

[Crazybear]

push,

No lawyers is going to give specific information as the chap 11 is still in deliberation and who ever you spoke to either gave you GENERAL information or someone who knows NOTHING of what is happening here. I hope you will reconsider carefully the effect on others the next time you put out postings like that. It could affect adversely the fortune of other investors.

Allan

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From: "play2win76574" <[e-mail]>
Date: Fri Mar 5, 2004 4:47 pm

This is my take on the PHSL situation as it is unique because we are
so use to dealing with companies undergoing Chap 11. In this case,
PHSL is not under chap 11. Gen Media a 99.5% subsidiary is the
company under chap 11. In the WORSE CASE scenario that PHSL could
not come up with the money to settle the debts of Gen Media and they
lose ownership and control of Gen Media, what they lose is their
99.5% stake in Gen Media BUT the common shares of PHSL remains
intact but it might not worth as much now because Gen Media is the
cash cow of the whole organisation.

To further understand the company's capital structure, PHSL
ownership of 99.5% of General Media was through an exchage of
42,500,000. common shares and 5000 series A note. I think these go
to Robert Gucione and his vested interest.

PHSL then took over a 100% interest in DEL SOL by exchanging
30,000,000 common shares of PHSL and 5 million Preferred. With this
holdings Molina
Vector Investment Trust owns 71% of the common of PHSL. and is the
majority shareholders.

From this set up it is clear that Molina Vector and associates owns
the majority interest here by virtue of being the majority
shareholders of PHSL that owns both the subsidiaries , Del Sol and
Gen Media.

If the first plan by Marc Bell is allowed to succeed it would have
cause PHSL to lose Gen Media and thus the 95.5% stake but with the
financing arranged by PHSL the first plan by Marc Bell was turned
down on Tuesday for the second plan offered by PHSL where the
creditors are paid in full ensuring that Gen Media is still within
the Penthouse organisation.

With the new money injected by Molina trust and others there is no
doubt that some rearrangement of the equity structure of PHSL and
Gen Media will take place . But the retail investors who hold such a
small stake will hardly be affected. Our fortune will ride on the
coattails of the Molina interest and the pps will rise substantially
when the chap 11 is officially over and serious money start to flow
in. In the meanwhile it will trade sideways with a slow and gradual
uptrend.