/raid1/www/Hosts/bankrupt/TCR_Public/051228.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, December 28, 2005, Vol. 9, No. 307
Headlines
21ST CENTURY: Committee Brings-In Santoro Driggs as Counsel
AGILENT TECH: Walter Hewlett to Retire from Board of Directors
ALLIANCE IMAGING: Completes Amendment to Credit Agreement
ALLIED HOLDINGS: Can Assume Four Banc of America Equipment Leases
ALLIED HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $144 Mil.
ALLSERVE SYSTEMS: Equipment Lessor Wants Rule 2004 Probe Conducted
ALLSERVE SYSTEMS: Excel Bank Wants Adequate Protection Payment
AMERICAN TOWER: Buying Back Subsidiary's 12.24% Sr. Sub. Notes
AXONYX INC: Has Until June 19 to Regain Nasdaq Listing Compliance
BIRCH TELECOM: Panel Needs More Time to Examine Credit Agreement
BLACK WARRIOR: Inks $50-Mil. Credit Pact to Fund Bobcat Buy-Out
BLACK WARRIOR: Inks $25-Mil Credit Pact with Monroe Capital & GECC
BOWNE & CO: Buying Vestcom's Mktg. & Communications Unit for $30M
BOYDS COLLECTION: Panel Taps FTI Consulting as Financial Advisor
BRANDYWINE REALTY: Inks New $600 Million Unsecured Line of Credit
BRANDYWINE REALTY: Unit to Sell $300 Mil. of Unsecured Notes
BROOKLYN HOSPITAL: Removal Deadline Stretched to Plan Confirmation
BROOKLYN HOSPITAL: Panel Taps Alvarez & Marsal as Fin'l. Advisors
CERADYNE INC: Underwriters Exercise Over-Allotment Options
CHARLES RIVER: Subsidiaries Borrow $84.6 Mil. Under Credit Pact
CLARION TECH: Lenders Extend Senior Debt Maturity to Dec. 2006
CLEARSTORY SYSTEMS: Posts $1.1 Million Net Loss in Third Quarter
COLLINS & AIKMAN: Court Approves Mayer Textile Stipulation
COMPASS MINERALS: Inks New $475MM Senior Secured Credit Facilities
CONMED CORP: Expects Lower 4th Quarter Income Due to Lower Sales
CSK AUTO: Completes $170 Million Purchase of Murray's Inc.
DEEP RIVER: Has Until March 26 to Solicit Plan Acceptances
DELPHI CORP: Committee Taps Steven Hall as Compensation Advisor
DELPHI CORP: Taps Howard & Howard as Intellectual Property Counsel
DELPHI CORP: Court Approves Assumption of CEC Power Contracts
ENER1 INC: Malone & Bailey Replaces Eisner as Independent Auditors
ENER1 INC: Reporting Delay May Spur Default & Redemption of Bonds
ENESCO GROUP: Lenders Agree to Extend Credit Facility Until 2007
ENRON CORP: Atty. General Collects $8.3 Million in Back Taxes
ENRON CORP: Oregon PUC Approves PGE Stock Distribution
EXIDE TECH: Implements 2004 Stock Incentive Plan for Officers
EXIDE TECH: Sovereign Agrees to Waive Secured Claim for $768,984
FERRO CORP: NYSE Extends Form 10-K Filing Compliance to March 31
FLYI INC: UAL Corp. Submits Bid for Certain Assets
FREESTAR TECH: Sept. 30 Balance Sheet Upside-Down by $45 Million
GARDENBURGER INC: Sept. 30 Balance Sheet Upside-Down by $82 Mil.
GENERAL CABLE: Inks EUR75 Million Loans to Fund Silec Acquisition
GLOBAL CROSSING: Names Robert A. Klug as Chief Accounting Officer
HIGHWOODS PROPERTIES: Files 2004 Form 10-K & Restated Financials
J. CREW: Increases Initial Public Offering to $355 Million
JAG MEDIA: October 31 Balance Sheet Upside-Down by $2 Million
KAISER ALUMINUM: Asks Court to Disallow Pension & Benefit Claims
KAISER ALUMINUM: Wants Insurers' Confirmation Objections Overruled
KENNETH MEAD: U.S. Trustee Unable to Appoint Creditors' Committee
KRISPY KREME: Completes Restructuring of New England Assets
IMMUNE RESPONSE: Begins Common Stock Trading in the OTCBB
LEGACY ESTATE: Courts Okays Murray & Murray as Bankruptcy Counsel
MCLEODUSA INC: Selling Aircraft to Hunt Lindsey for $10.1 Million
MENU FOODS: Has Until February 28 to Cure Defaults
MJK CLEARING: Settles With Deutsche Bank To End Litigation
MORWEAR MANUFACTURING: Diversified Coatings Buys Paint Brand
NORTEL NETWORKS: Clent Richardson To Resign as CMO on March 1
NORTEL NETWORKS: Moves Global Headquarters to Toronto
NORTHWEST AIRLINES: Court Amends Retiree Committee Membership
NORTHWEST AIRLINES: Inks Aircraft Financing from UT Corporation
NORTHWEST AIRLINES: Wants More Time to File Bankruptcy Schedules
OCTEON CORP: Case Summary & 36 Largest Unsecured Creditors
PROXIM CORPORATION: Wants Until Apr. 9 to File Chapter 11 Plan
RED TAIL: Taps Alisa Pyszka to Provide Planning Services
REFCO INC: Creditors Panel Can Commence Complaint on RCM's Behalf
REFCO INC: Liquidators Want Fee Protocol for JPL Experts Approved
ROMACORP INC: Court Sets January 10 as General Claims Bar Date
SAINT VINCENTS: Hires Huron Consulting as Management Consultants
SAINT VINCENTS: Extends Shiloh Realty Lease Term Until Feb. 28
SEPRACOR INC: Registers $500-Mil Convertible Notes for Purchase
STEWART ENTERPRISES: Reports Prelim 4th Qtr. Financial Results
TCR I: Files Schedules of Assets and Liabilities
TEC FOODS: Brings-In Butzel Long as Bankruptcy Counsel
THERMOVIEW INDUSTRIES: GE Capital Balks at Thermoview Asset Sale
TRUMP ENT: Closes $253-Mil. Sale of Trump Indiana to Majestic Star
TRUMP HOTELS: Stay Lifted to Allow Tenman Touring to Pursue Suit
UAL CORP: Submits Bid for Bankrupt Carrier FLYI Inc.'s Assets
VARIG S.A.: Recent Executive Appointments Jeopardize TAP Loan
VILLAGES AT SARATOGA: Court Orders Plan To Be Filed by January 31
WINDOW ROCK: UST Appoints 9 Creditors to Serve on Committee
WINDOW ROCK: Court Sets Disclosure Statement Hearing for Jan. 11
XERIUM TECH: Appoints David Pretty as Weavexx Unit President
* Bingham McCutchen & Swidler Berlin Law Firms to Merge in 2006
* Upcoming Meetings, Conferences and Seminars
*********
21ST CENTURY: Committee Brings-In Santoro Driggs as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of 21st Century
Technologies, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Nevada to employ Santoro,
Driggs, Walch, Kearney, Johnson & Thompson as its bankruptcy
counsel.
Santoro Driggs is expected to:
(a) develop, through discussions with the Committee and other
parties in interest, the Committee's legal position and
strategies with respect to the Debtor's chapter 11 case;
(b) analyze the Committee's position on administrative and
operational issues;
(c) negotiate and assist in the implementation of the Debtor's
sale of assets; and
(d) assist in other matters concerning the maximization of
funds available for unsecured creditors.
Victoria L. Nelson, Esq., a shareholder at Santoro Driggs,
discloses that the Firm's professionals bill:
Professional Hourly Rate
------------ -----------
Principals $240 - $350
Associates $150 - $225
Paralegals $110 - $140
To the best of the Committee's knowledge, the Firm does not hold
or represent interests adverse to the Debtor's estate.
Headquartered in Las Vegas, Nevada, 21st Century Technologies,
Inc. -- http://www.tfctcorp.com/-- provides long-term debt and
equity investment capital to support the expansion of companies
in a variety of industries. The Company filed for chapter 11
protection on Nov. 1, 2005 (Bankr. D. Nev. Case No. 05-28185).
William M. Noall, Esq., at Gordon & Silver, Ltd., represents the
Debtor in its restructuring efforts. When the Debtor filed for
protection from its creditors, it listed total assets of
$13,489,476 and total debts of $2,005,224.
AGILENT TECH: Walter Hewlett to Retire from Board of Directors
--------------------------------------------------------------
Agilent Technologies Inc. (NYSE:A) reported that Walter Hewlett
will retire as a director of the company effective March 1, 2006.
Mr. Hewlett joined the board of directors when Agilent was spun
off from Hewlett-Packard Company in 1999.
"We owe Walter a debt of gratitude for his many years of service
to both the HP and Agilent boards," William Sullivan, Agilent
president and CEO, said. "He has helped guide Agilent during six
years of challenge and change -- from our IPO through our current
restructuring. We wish him the very best in his future plans."
Headquartered in Palo Alto, California, Agilent Technologies Inc.
-- http://www.agilent.com/-- is the world's premier measurement
company and a technology leader in communications, electronics,
life sciences and chemical analysis. The company's 27,000
employees serve customers in more than 110 countries. Agilent had
net revenue of $5.1 billion in fiscal 2005.
* * *
As reported in the Troubled Company Reporter on Nov. 28, 2005,
Moody's Investors Service affirmed the ratings of Agilent
Technologies, Inc. The ratings outlook is stable.
These ratings were affirmed:
* Corporate Family Rating of Ba2
* Speculative Grade Liquidity Rating of SGL-1.
ALLIANCE IMAGING: Completes Amendment to Credit Agreement
---------------------------------------------------------
Alliance Imaging, Inc. (NYSE:AIQ) has amended its Credit Agreement
effective Dec. 19, 2005.
The amendment to the Credit Agreement contains these provisions:
-- The company's maximum leverage ratio covenant as defined
in the Credit Agreement was amended to a level not to
exceed 4.00 to 1.00 as of the last day of any fiscal
quarter until the expiration of the agreement. Prior to
the fourth amendment, the company's maximum leverage ratio
covenant was 3.75 to 1.00 as of the last day of any fiscal
quarter beginning March 31, 2006 to the expiration of the
agreement.
-- The amendment contains a maximum senior leverage ratio
covenant as defined in the amendment to the Credit
Agreement to a level not to exceed 3.00 to 1.00 as of the
last day of any fiscal quarter.
-- The amendment increased the Tranche C base rate margin
from an annual rate of 1.25% to 1.50% and the Tranche C
LIBOR margin from an annual rate of 2.25% to 2.50%. In
connection with the amendment, the company incurred an
amendment fee of 12.5 basis points.
Alliance Imaging Inc. -- http://www.allianceimaging.com/-- is a
leading national provider of shared-service and fixed-site
diagnostic imaging services, based upon annual revenue and number
of systems deployed. Alliance provides imaging services primarily
to hospitals and other healthcare providers on a shared and
full-time service basis, in addition to operating a growing number
of fixed-site imaging centers. The company had 497 diagnostic
imaging systems, including 350 MRI systems and 58 PET or PET/CT
systems, and over 1,000 clients in 44 states at Sept. 30, 2005.
At Sept. 30, 2005, Alliance Imaging, Inc.'s balance sheet showed a
$43,334,000 stockholders' deficit compared to a $67,528,000
deficit at Dec. 31, 2004.
ALLIED HOLDINGS: Can Assume Four Banc of America Equipment Leases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave Allied Holdings, Inc., and its debtor-affiliates permission
to assume four remaining lease supplements with Banc of America
Leasing & Capital, LLC.
As reported in the Troubled Company Reporter on Aug. 30, 2005,
BALC asked the Court to lift the automatic stay to so it can take
possession of all equipment and exercise any and all of its
contractual and state-law rights with respect to equipment
held by Allied Systems Ltd. pursuant to a Master Equipment Lease
Agreement.
Allied Systems Ltd. leased automobile transport equipment from
BancBoston Leasing, Inc., under the agreement dated June 30, 1998.
BALC became the owner and the holder of the lease following its
merger with BancBoston.
Ezra H. Cohen, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, relates that pursuant to an equipment lease guaranty,
Allied Holdings, Inc., agreed to be liable for the payment and
performance of all obligations of Allied Systems Ltd., as lessee,
to BOA Leasing.
Mr. Cohen discloses that BALC has assigned to other financial
institutions the 4th Supplement, the 6th Supplement, the 7th
Supplement, and the Master Lease and Guaranty as they apply to
those Excluded Supplements. The 1st, 2nd, 3rd and 5th
Supplements remained with the Debtors, Mr. Cohen says.
The Debtors sought the Court's authority to assume the four
remaining BOA Supplements, as amended.
According to Mr. Cohen, the Master Lease and the BOA Supplements
provide for:
(1) BOA Leasing's acquisition of the equipment to be
leased to Allied Systems;
(2) Allied Systems' payment of monthly rent at a set amount
for a seven-year lease term;
(3) Allied Systems' option to purchase the equipment at the
end of the seven-year term for a purchase price equal to
25% of BOA Leasing's acquisition cost;
(4) the return of the Equipment to BOA Leasing at the
conclusion of the seven-year term if Allied Systems does
not exercise its purchase option; and
(5) BOA Leasing to sell the Equipment if it is returned at the
end of the lease term.
The Master Lease and the BOA Supplements create a "terminal
rental adjustment clause" lease. The BOA TRAC provides that if
the Equipment is returned to BOA Leasing and sold, a one-time
lump-sum adjustment will be due based on the amount of the
Equipment's sale proceeds. The adjustment will be based on the
amount by which the sale proceeds are either greater or less than
25% of the Acquisition Cost. If the sale proceeds are greater
than the TRAC amount, BOA Leasing is obligated to pay the overage
to Allied Systems. However, if the sale proceeds are less than
the TRAC Amount, Allied Systems is obligated to pay the
deficiency to BOA Leasing.
The material terms under the BOA Supplements are:
Original
Number Monthly Original TRAC
BOA Supplement of Rigs Rental Expiration Amount
-------------- ------- ------- ---------- --------
1st Supplement 14 $22,424 07/31/05 $470,798
2nd Supplement 15 23,663 08/31/05 502,173
3rd Supplement 16 24,548 09/30/05 529,241
5th Supplement 22 34,837 04/30/06 726,589
The 1st Amendment to Lease Documents sets forth the agreement
among the Debtors and BOA with respect to the extension of
the BOA Supplements and the Debtors' assumption of related
obligations. The Amendment further provides that:
(1) Allied Systems will cure any rent defaults including those
arising prepetition;
(2) the term of the lease will be extended for one year;
(3) during the Extended Term, Allied Systems will pay monthly
rent at the pre-expiry rate set forth in each supplement;
(4) Allied Systems' obligation to pay rent and any TRAC amount
will be an administrative expense; and
(5) the TRAC Amount, which is also the amount of the purchase
price, will be reduced by 90% of the rent paid during the
Extended Term.
Mr. Cohen emphasizes that the Amendment will allow continued use
of the Equipment, which is used by the Debtors to produce
revenue. Having considered the appraised value of comparable
equipment and the cost of new equipment, Mr. Cohen points out
that the TRAC Amounts equate to less than the value of the
Equipment leased pursuant to each of the BOA Supplements.
Moreover, Mr. Cohen assures the Court that the Amendment is not
intended to impact any of the rights and obligations of Allied
Systems, Guarantor, or assignees under the Excluded Supplements.
Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services. The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537). Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000)
ALLIED HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $144 Mil.
----------------------------------------------------------------
Allied Holdings, Inc., delivered its quarterly report on Form 10-Q
for the quarterly period ending Sept. 30, 2005, to the Securities
and Exchange Commission on Dec. 9, 2005.
For the three months ended Sept. 30, 2005, Allied Holdings
incurred a $15,996,000 net loss compared to a $7,634,000 net loss
for the three months ended Sept. 30, 2004. At Sept. 30, 2005, the
Company's accumulated deficit widened to $190,011,000 compared to
an accumulated deficit of $88,907,000 at Dec. 31, 2004.
Going Concern Doubt
Allied Holdings stated in its report that its ability to continue
as a going concern is premised upon, among other things:
a) the confirmation of a plan of reorganization in its
bankruptcy case;
b) compliance with the provisions of the DIP Facility Agreement
with General Electric Capital Corp., Morgan Stanley Senior
Funding, Inc., and Marathon Structured Finance Fund; and
c) the Company's ability to generate cash flows from operations
and its ability to obtain additional financing sufficient to
satisfy its future obligations.
The Company cannot provide any assurance that it will be
successful in all those efforts in the foreseeable future.
Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services. The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515). Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts. When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.
As of Sept. 30, 2005, Allied Holdings' balance sheet showed a
$143,521,000 stockholders' deficit compared to a $41,549,000
stockholders' deficit at Dec. 31, 2004.
ALLSERVE SYSTEMS: Equipment Lessor Wants Rule 2004 Probe Conducted
------------------------------------------------------------------
Universal Equipment Leasing Company, LLC, asks the U.S. Bankruptcy
Court for the District of New Jersey for authority to examine
Allserve Systems Corp. pursuant to Rule 2004 of the Federal Rules
of Bankruptcy Procedure.
Universal Equipment is the assignee of an equipment lease entered
into by the Debtor on Nov. 4, 2004. The lease calls for monthly
payments and allows Universal to request periodic inspections of
the telecommunications equipment. As of Nov. 18, 2005, the Debtor
was in default under the lease because it failed to make four
monthly payments to Universal. It is currently delinquent on
approximately $1.6 million of monthly lease payments.
The lease mandates that Allserve must house the equipment at its
facility located at 204 North Center Drive in North Brunswick, New
Jersey. Universal believes that the Debtor has removed or is
planning on removing the equipment from the New Jersey facility.
Edward Hunter, Esq., at Princeton, New Jersey, disclosed that
Universal Equipment wasn't able to gather useful information when
it conducted an inspection in the Debtor's New Jersey facility
since Universal's representative wasn't allowed to check serial
numbers to verify the equipment.
Mr. Hunter tells the Court that other equipment lessors including
IBM Corp., CIT, and People's Capital and Leasing Corp. share
similar concerns that their equipment may have been removed from
the New Jersey facility, perhaps to a subsidiary in India.
Universal Equipment wants to examine persons that could provide
information on the Debtor's financial affairs, corporate structure
and operations, including:
(i) the Debtor's connections with Dinesh Dalmia, an Indian
affiliate of Allserve's parent located in the United
Kingdom, Allserve Systems PLC;
(ii) the current location and condition of the equipment; and
(iii) the Debtor's intentions with respect to the equipment.
In addition, Universal adds, the equipment lessors must be allowed
to participate in the examination of the Debtor.
Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. is an outsourcing company for the IT industry. The Debtor
filed for chapter 11 protection on November 18, 2005 (Bankr. D.
N.J. Case No. 05-60401). Barry W. Frost, Esq., at Teich Groh
represents the Debtor in its restructuring efforts. When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million to $50 million and debts between $50
million to $100 million.
ALLSERVE SYSTEMS: Excel Bank Wants Adequate Protection Payment
--------------------------------------------------------------
Excel Bank, N.A., asks the U.S. Bankruptcy Court for the District
of New Jersey for a protective order compelling Allserve Systems
Corp. and its Trustee, Bunce Atkinson, Esq., to:
a) provide insurance coverage for any loss to the leased
equipment, comprised of mainframe computer and data
storage, at the full casualty value; and
b) make postpetition lease payments.
Excel Bank is the assignee of First Financial Corporate Services,
Inc.'s rights under a master lease agreement with the Debtor.
Excel Bank asserts that its interest is at significant risk
because the Debtor's insurance on the equipment is inadequate
while the computers continue to diminish in value. In addition,
Excel Bank says that the Debtor did not make postpetition or
adequate protection payments.
If the Debtor fails to provide it with adequate protection, Excel
Bank asks the Court to allow it to repossess the computers and re-
lease them to another party. Excel Bank also wants the Debtor to
decide whether to assume or reject the master lease by Jan. 31,
2006.
The Leased Equipment
On Feb. 1, the Debtor leased an IBM Mainframe Z Series 900 for
$47,835 per month for 36 months and a balloon payment of $286,383
at the end of the third year. To date, the Debtor's prepetition
rent arrears to the Bank total $99,528.
On Mar. 17, the Debtor leased an EMC Symmetrix data storage
machine for $30,007 per month for 36 months and a balloon payment
of $148,552 at the end of the third year. As of the Debtor's
bankruptcy filing, it owes Excel Bank $61,815 in prepetition
arrears.
Breaches Under the Master Lease
In addition to the Debtor's unpaid lease payments, it also
breached the master lease by:
-- relocating the leased equipment from its designated
location to a different location; and
-- failing to secure more than $5 million of insurance for all
equipment leased.
Excel Bank is represented by:
Gerald H. Gline, Esq.
Jeffrey M. Traurig, Esq.
Cole, Schotz, Meisel, Forman & Leonard, P.A.
Court Plaza North
25 Main Street
Hackensack, New Jersey
Phone: 201-489-3000, Fax: 201-489-1536
Email: ggline@coleschotz.com
Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. is an outsourcing company for the IT industry. The Debtor
filed for chapter 11 protection on November 18, 2005 (Bankr. D.
N.J. Case No. 05-60401). Barry W. Frost, Esq., at Teich Groh
represents the Company. When the Debtor filed for protection from
its creditors, it estimated assets between $10 million and $50
million and debts between $50 million and $100 million.
AMERICAN TOWER: Buying Back Subsidiary's 12.24% Sr. Sub. Notes
--------------------------------------------------------------
American Tower Corporation (NYSE: AMT) calls for the redemption of
all outstanding 12.25% senior subordinated discount notes of the
company's wholly owned subsidiary American Towers, Inc. The
redemption date has been set for Feb. 1, 2006.
In accordance with the indenture for the 12.25% notes, the notes
will be redeemed at a price equal to 106.125% of their accreted
value on the redemption date. On Feb. 1, 2006, the accreted value
per $1,000 principal amount at maturity of notes will be $742.87.
Accordingly, the 12.25% notes will be redeemed at a redemption
price equal to $788.37 per note.
Based on an aggregate of $227,670,000 face amount of 12.25% notes
outstanding on Dec. 21, 2005, the company expects to redeem the
notes for an aggregate of $179.5 million. The company intends to
use borrowings under the American Tower credit facility to fund
the redemption.
American Tower -- http://www.americantower.com/-- is the leading
independent owner, operator and developer of broadcast and
wireless communications sites in North America. American Tower
owns and operates over 22,000 sites in the United States, Mexico,
and Brazil. Additionally, American Tower manages approximately
2,000 revenue producing rooftop and tower sites.
* * *
As reported in the Troubled Company Reporter on Sept. 13, 2005,
Moody's Investors Service upgraded the ratings of American Tower
Corporation and its subsidiaries.
American Tower Corporation:
* Corporate family rating upgraded to Ba2 from B1
* Speculative grade liquidity rating affirmed at SGL-1
* 9.375% Senior Notes due 2009 upgraded to B1 from B3
* 7.5% Senior Notes due 2012 upgraded to B1 from B3
* 7.125% Senior Notes due 2012 upgraded to B1 from B3
* 5% Convertible Notes due 2010 upgraded to B1 from B3
American Towers, Inc. (fka American Tower Escrow Corp.):
* 7.25% Senior Subordinated Notes due 2011 upgraded to Ba2
from B2
* 0% Senior Subordinated Discount Notes due 2008 upgraded to
Ba2 from B2
American Tower, LP and American Towers, Inc. (co-borrowers):
* Senior secured credit facility maturing 2011 upgraded
to Baa3 from Ba3
Spectrasite Communications, Inc.:
* Senior secured credit facility maturing 2011/2012 upgraded
to Ba1 from Ba3
SpectraSite, Inc.:
* Corporate family rating withdrawn
* 8.25% Senior Notes due 2010 rating withdrawn.
AXONYX INC: Has Until June 19 to Regain Nasdaq Listing Compliance
-----------------------------------------------------------------
The Nasdaq Stock Market, Inc., notified Axonyx Inc. (NASDAQ: AXYX)
on Dec. 21, that the minimum bid price of the company's common
stock had fallen below $1.00 for 30 consecutive business days and
that the company was therefore not in compliance with Nasdaq
Marketplace Rule 4310(c)(4).
In accordance with the Nasdaq Marketplace Rules, the company has
until June 19, 2006, (180 calendar days from Dec. 21, 2005) to
regain compliance.
The company can regain compliance with the minimum bid price rule
if the bid price of its common stock closes at $1.00 or higher for
a minimum of 10 consecutive business days during the initial
180-day period, although Nasdaq may, in its discretion, require
the company to maintain a bid price of at least $1.00 per share
for a period in excess of ten consecutive business days before
determining that the company has demonstrated the ability to
maintain long-term compliance. If compliance is not achieved by
June 19, 2006, the company will be eligible for an additional
180-day compliance period if it meets the Nasdaq SmallCap Market
initial listing criteria as set forth in Nasdaq Marketplace Rule
4310(c) other than the minimum bid price requirement. If the
company is not eligible for an additional compliance period, or
does not regain compliance during any additional compliance
period, Nasdaq will provide written notice to the company that its
securities will be delisted. At such time, the company would be
able to appeal the delisting determination to a Nasdaq Listing
Qualifications Panel.
Axonyx Inc. -- http://www.axonyx.com/-- is a U.S.-based
biopharmaceutical company engaged in the acquisition and
development of proprietary pharmaceutical compounds for the
treatment of Central Nervous System disorders. The company
currently has three compounds in development for Alzheimer's
disease, namely Phenserine - a potential symptomatic and disease
progression treatment of mild to moderate Alzheimer's Disease,
Posiphen(TM) - a potential disease progression treatment for AD
now in Phase I, and BisNorCymcerine - a potential symptomatic
treatment of severe AD now in pre-Investigational New Drug stage.
BIRCH TELECOM: Panel Needs More Time to Examine Credit Agreement
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Birch Telecom,
Inc., and its debtor-affiliates, asks the U.S. Bankruptcy Court
for the District of Delaware for an extension of the Investigation
Termination Date until Feb. 12, 2006.
The Committee needs more time to investigate, object and file
complaints relating to the validity, extent, priority,
avoidability or enforceability of prepetition liens and security
interests of the estates' creditors who are parties to the Second
Amended and Restated Credit Agreement dated Sept. 30, 2002.
The secured lenders didn't support the Committee's request.
The Committee tells the Court that the secured lenders have not
completed the production of documents that the panel wants to
examine. Although the Committee has made significant progress in
its investigation and has identified several potential objections,
it needs more time to further conduct factual investigation. The
Committee adds that its efficiency in conducting the investigation
is dependent on the timing and completeness of documents produced
by the secured lenders and the Debtors.
The Debtors' Disclosure Statement filed on Dec. 9 does not contain
the Proposed Settlement Agreement with the secured lenders. This,
the Committee says, could be interpreted, in theory, as an attempt
to preclude the claims that are under the panel's investigation.
Furthermore, the Disclosure Statement does not include a
liquidation or valuation analysis, which the Committee believes is
an indication that the Debtors and the secured lenders are
attempting to push the bankruptcy proceedings without allowing a
full and fair understanding of significant issues involved.
Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- own and operate an
integrated voice and data network, and offer a broad portfolio of
local, long distance and Internet services. The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses. Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265). When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.
BLACK WARRIOR: Inks $50-Mil. Credit Pact to Fund Bobcat Buy-Out
---------------------------------------------------------------
Black Warrior Wireline Corp. entered into a Second Amended and
Restated Credit Agreement with:
* General Electric Capital Corporation, as lender and agent for
lenders;
* CIT Business Credit, Inc., as lender; and
* LaSalle Business Credit, LLC, as lender,
providing for a term loan and revolving and capital expenditure
credit facilities in an aggregate amount of $50 million.
The Amended and Restated Credit Agreement amended, restated and
modified the credit agreement the Company signed with GECC on
September 14, 2001, and as it was amended and restated on
November 14, 2004. The Amended and Restated Credit Agreement
includes:
-- a revolving credit facility of up to $15 million, but not
exceeding a borrowing base of 85% of the book value of
eligible accounts receivable, less any reserves GECC may
establish from time to time;
-- a term loan of $30 million; and
-- a one-year capital expenditure loan facility of up to
$5 million, but not exceeding the lesser of 80% of the hard
costs of eligible capital equipment and 75% of the forced
liquidation value of eligible capital equipment, subject to
adjustment by GECC.
GECC's agreement to make revolving loans expires on Dec. 16, 2008,
and its agreement to make capital expenditure loans expires on
December 16, 2006, unless earlier terminated under the terms of
the Amended and Restated Credit Agreement.
Advances under the Amended and Restated Credit Agreement are
collateralized by a senior lien against substantially all of the
Company's assets.
Use of Proceeds
Initial borrowings under the Amended and Restated Credit Agreement
advanced on December 16, 2005, were $1.3 million borrowed under
the revolving loan and $30 million under the term loan. No
borrowings were made under the capital expenditure loan facility.
The proceeds of the term loan were used to pay:
-- a portion of the purchase price to buy the equities of
Bobcat Pressure Control, Inc., and Bobby Joe Cudd Company;
-- related fees and expenses; and
-- substantially all of Bobcat's indebtedness.
Additionally, around $2.1 million was placed in escrow for the
repayment of principal and accrued interest on subordinated
secured indebtedness and approximately $2.8 million was used for
general corporate purposes.
The outstanding balance of approximately $6.3 million under the
Company's previous credit agreement with GECC was paid out of its
existing cash.
Maturity of Loans
Borrowings under the revolving loan may be repaid and re-borrowed
from time to time for working capital and general corporate needs,
subject to the Company's continuing compliance with the terms of
the agreement. Any amounts outstanding under the revolving loan
are due and payable on December 16, 2008. The term loan is to be
repaid in 12 consecutive quarterly installments of $1.1 million
commencing January 1, 2006, with a final installment of $16.8
million due and payable on January 1, 2009. The capital
expenditure loan is to be repaid in eight consecutive quarterly
installments with each quarterly installment equal to 1/20th of
the borrowings funded prior to the expiration of the one-year term
of the facility and with a final installment in the amount of the
remaining principal balance due on December 16, 2008.
A full-text copy of the Second Amended And Restated Credit
Agreement is available for free at:
http://ResearchArchives.com/t/s?3f3
Black Warrior Wireline Corp. is an oil and gas service company
providing services to oil and gas well operators primarily in the
United States and in the Gulf of Mexico. It is headquartered in
Columbus, Mississippi.
* * *
As reported in the Troubled Company Reporter on Nov. 22, 2005,
Black Warrior Wireline Corp. delivered its quarterly report on
Form 10-QSB for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 14, 2005.
The Company reported $2,223,728 of net income on $17,421,589
of net revenues for the quarter ending September 30, 2005.
At September 30, 2005, the Company's balance sheet showed
$36,427,947 in total assets and $55,052,978 in total debts.
As of September 30, 2005, the Company's equity deficit narrowed to
$18,625,031 from a $25,208,634 deficit at December 31, 2004.
BLACK WARRIOR: Inks $25-Mil Credit Pact with Monroe Capital & GECC
------------------------------------------------------------------
Black Warrior Wireline Corp. entered into a Second Lien Credit
Agreement with:
* General Electric Capital Corporation, as administrative
agent, and lender; and
* Monroe Capital Advisors LLC, as lender,
providing for a $25 million term loan.
The loan under the Second Lien Credit Agreement is collateralized
by a junior lien against substantially all of the Company's
assets, subordinate to the lien under the Amended and Restated
Credit Agreement.
Initial borrowings under the Second Lien Credit Agreement advanced
on Dec. 16, 2005, were used to pay a portion of the purchase price
to buy the equities of Bobcat Pressure Control, Inc., and Bobby
Joe Cudd Company.
Outstanding borrowings under the Second Lien Credit Agreement are
due and payable on March 16, 2009, unless previously repaid.
A full-text copy of the Second Lien Credit Agreement is available
for free at http://ResearchArchives.com/t/s?3f4
Black Warrior Wireline Corp. is an oil and gas service company
providing services to oil and gas well operators primarily in the
United States and in the Gulf of Mexico. It is headquartered in
Columbus, Mississippi.
* * *
As reported in the Troubled Company Reporter on Nov. 22, 2005,
Black Warrior Wireline Corp. delivered its quarterly report on
Form 10-QSB for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 14, 2005.
The Company reported $2,223,728 of net income on $17,421,589
of net revenues for the quarter ending September 30, 2005.
At September 30, 2005, the Company's balance sheet showed
$36,427,947 in total assets and $55,052,978 in total debts.
As of September 30, 2005, the Company's equity deficit narrowed to
$18,625,031 from a $25,208,634 deficit at December 31, 2004.
BOWNE & CO: Buying Vestcom's Mktg. & Communications Unit for $30M
-----------------------------------------------------------------
Bowne & Co., Inc. (NYSE: BNE), signed a definitive agreement to
acquire the Marketing and Business Communications division of
Vestcom International, Inc., a provider of business communications
and specialized marketing services, for $30 million in cash.
The division will be integrated with Bowne Enterprise Solutions,
and the combined entity will operate under the name Bowne
Marketing and Business Communications.
The transaction, which is expected to close in early 2006, is
expected to be slightly accretive to Bowne's earnings per share in
2006 with restructuring and integration charges excluded from the
calculation of earnings.
"This acquisition significantly expands our distributive digital
print capabilities to provide our clients with even more
flexibility to meet their customers' needs," said David Shea,
president and chief operating officer of Bowne. "MBC's facilities
are strategically located across the U.S. and Canada, allowing us
to expand our innovative solutions and leverage our proven
processes and outstanding customer service. In addition, this
acquisition broadens our client base to include several additional
vertical markets."
Following the combination of MBC and Bowne Enterprise Solutions,
Bowne's digital print on-demand and personalization business,
Bowne Marketing and Business Communications will be one of the
leading print-on-demand enterprises in the fastest growing segment
of the printing industry, with pro forma 2005 combined revenues of
approximately $140 million. This acquisition expands BMBC's
digital composition, print, delivery and fulfillment of
personalized and customized communications solutions.
"We see BMBC as an important part of our core business strategy,"
said Philip Kucera, chairman and chief executive officer of Bowne.
"As we've said before, we are committed to expanding our digital
print business organically and through acquisitions that make
sense. This acquisition will enable Bowne to capitalize on the
growth of the print-on-demand market and allow us to draw upon our
core strengths, which include dealing with time-sensitive,
critical documents where speed, quality and confidentiality are
paramount."
Following the completion of the transaction, Bowne Marketing and
Business Communications will have approximately 700 employees.
Production operations are located in New York, New Jersey,
Wisconsin, Washington, California, Massachusetts, and Canada.
Founded in 1775, Bowne & Co., Inc. -- http://www.bowne.com/-- is
a global leader in providing high-value solutions that empower its
clients' communications. Bowne & Co. combines its capabilities
with superior customer service, new technologies, confidentiality
and integrity to manage, repurpose and distribute a client's
information to any audience, through any medium, in any language,
anywhere in the world.
* * *
Bowne & Co.'s 5% convertible subordinated notes due Oct. 1, 2033,
carry Moody's Investors Service's and Standard & Poor's single-B
ratings.
BOYDS COLLECTION: Panel Taps FTI Consulting as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in The
Boyds Collection and its debtor-affiliates' chapter 11
proceedings, asks the U.S. Bankruptcy Court for the District of
New Jersey for permission to employ FTI Consulting, Inc., as its
financial advisor, nunc pro tunc to Nov. 14, 2005.
The Committee selected FTI Consulting because of its experience in
providing financial advisory services in restructurings and
reorganizations. The Committee tells the Court that the Firm's
services are necessary to enable the Committee to assess and
monitor the efforts of the Debtors and their professional advisors
to maximize the value of their estates and to reorganize
successfully.
Specifically, FTI Consulting will:
-- assist the Committee in the review of financial related
disclosures required by the Court, including the Schedules
of Assets and Liabilities, the Statement of Financial
Affairs and Monthly Operating Reports;
-- assist with a review of the Debtors proposed key employee
retention and other critical employee benefit programs;
-- assist with a review of the Debtors' performance of
cost/benefit evaluations with respect to the affirmation or
rejection of various executory contracts and leases;
-- assist regarding the valuation of the present level of
operations and identification of areas of potential cost
savings, including overhead and operating expense reductions
and efficiency improvements;
-- assist in the review of financial information distributed by
the Debtors to creditors and others, including, but not
limited to, cash flow projections and budgets, cash receipts
and disbursement analysis, analysis of various asset and
liability accounts, and analysis of proposed transactions
for which Court approval is sought;
-- attend meetings and assist in discussions with the Debtors,
potential investors, banks, other secured lenders, the
Committee and any other official committees organized in
these chapter 11 proceedings, the U.S. Trustee, other
parties in interest and professionals hired by the same, as
requested;
-- assist in the review or negotiation of any proposals for a
plan of reorganization;
-- assist in the review and/or preparation of information and
analysis necessary for the confirmation of a plan in these
chapter 11 proceedings;
-- provide assistance in the evaluation and analysis of
avoidance actions, including fraudulent conveyances and
preferential transfers;
-- assist in the review of potential tax attributes of the
Debtor; and
-- render other general business consulting services as the
Committee or its counsel may deem necessary that are
consistent with the role of a financial advisor and not
duplicative of services provided by other professionals
in this proceeding.
Steven Simms, Esq., disclosed that his Firm's professionals bill:
Designation Hourly Rate
----------- -----------
Senior Managing Directors $560 - $625
Directors/Managing Directors $395 - $560
Associates/Consultants $195 - $385
Administration/Paraprofessionals $95 - $168
Mr. Simms assures the Court that his Firm does not represent any
interest adverse to the Committee.
Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing. The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793). Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts. As of
June 30, 2005, Boyds reported $66.9 million in total assets and
$101.7 million in total debts.
BRANDYWINE REALTY: Inks New $600 Million Unsecured Line of Credit
-----------------------------------------------------------------
Brandywine Realty Trust (NYSE:BDN) signed a new $600 million
multi-year unsecured revolving line of credit with a group of 19
lenders.
Syndication of the line of credit was led by J.P. Morgan
Securities, Inc., and Banc of America Securities, LLC. J.P.
Morgan Chase Bank will act as Administrative Agent for the credit
facility. Banc of America was named Syndication Agent and
Citizens Bank of Pennsylvania, Wachovia Bank, N.A. and Wells Fargo
Bank, N.A. were named Co-Documentation Agents.
The company's new credit facility has a four-year term with a one-
year extension option available at the company's sole option. The
line of credit is priced at LIBOR plus 80 basis points based on
the company's BBB- credit ratings from both Standard & Poor's and
Fitch Ratings and Baa3 from Moody's Investors Service.
With headquarters in Plymouth Meeting, Pennsylvania and regional
offices in Mt. Laurel, New Jersey and Richmond, Virginia,
Brandywine Realty Trust -- http://www.brandywinerealty.com/-- is
one of the Mid-Atlantic region's largest full service real estate
companies. Brandywine owns, manages or has an ownership interest
in 299 office and industrial properties, aggregating 24.2 million
square feet.
* * *
As reported in the Troubled Company Reporter on Oct. 5, 2005,
Moody's Investors Service affirmed the Baa3 senior unsecured debt
rating of Brandywine Operating Partnership L.P. and Brandywine
Realty Trust's preferred stock shelf at (P)Ba1. The rating
outlook remains stable.
These ratings were affirmed with a stable outlook:
Brandywine Realty Operating Partnership, L.P.:
* Senior debt at Baa3
* senior debt shelf at (P)Baa3
* subordinated debt shelf at (P)Ba1
Brandywine Realty Trust:
* Preferred stock shelf at (P)Ba1.
BRANDYWINE REALTY: Unit to Sell $300 Mil. of Unsecured Notes
------------------------------------------------------------
Brandywine Realty Trust (NYSE:BDN) reported that its operating
partnership, Brandywine Operating Partnership, L.P., has entered
into an underwriting agreement to sell $300 million of 5.625%
unsecured notes due Dec. 15, 2010. Interest on the notes will be
payable semi-annually on June 15 and Dec. 15, commencing June 15,
2006. Settlement was scheduled Dec. 20, 2005. Net proceeds from
the offering are expected to be used to fund a portion of the cash
consideration in the pending merger with Prentiss Properties
Trust.
All securities in this offering are rated Baa3 by Moody's
Investors Service and BBB- by Standard & Poor's and Fitch Ratings.
Joint book-running managers for the offering are J.P. Morgan
Securities Inc. and Banc of America Securities LLC with Bear,
Stearns & Co. Inc. as senior co-manager and SG Americas
Securities, LLC as co-manager.
Copies of the prospectus supplement and prospectus relating to the
offering may be obtained from:
J. P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
High Grade Syndicate Desk
Telephone (212) 834-4533 or
Banc of America Securities LLC
9 West 57th Street, NY1-301-2M-01
New York, New York 10019
High Grade Syndicate Desk
Telephone (212) 933-3433
With headquarters in Plymouth Meeting, Pennsylvania and regional
offices in Mt. Laurel, New Jersey and Richmond, Virginia,
Brandywine Realty Trust -- http://www.brandywinerealty.com/-- is
one of the Mid-Atlantic region's largest full service real estate
companies. Brandywine owns, manages or has an ownership interest
in 299 office and industrial properties, aggregating 24.2 million
square feet.
* * *
As reported in the Troubled Company Reporter on Oct. 5, 2005,
Moody's Investors Service affirmed the Baa3 senior unsecured debt
rating of Brandywine Operating Partnership L.P. and Brandywine
Realty Trust's preferred stock shelf at (P)Ba1. The rating
outlook remains stable.
These ratings were affirmed with a stable outlook:
Brandywine Realty Operating Partnership, L.P.:
* Senior debt at Baa3
* senior debt shelf at (P)Baa3
* subordinated debt shelf at (P)Ba1
Brandywine Realty Trust:
* Preferred stock shelf at (P)Ba1
BROOKLYN HOSPITAL: Removal Deadline Stretched to Plan Confirmation
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
gave The Brooklyn Hospital Center and its debtor-affiliate until
the confirmation of a plan of reorganization to file notices of
removal with respect to prepetition civil actions.
As of the petition date, the Debtors are parties to several
hundred prepetition civil actions and proceedings in a variety of
state and federal courts. Majority of those civil actions are
medical malpractice liabilities.
The Debtors gave the Court three reasons supporting the extension:
1) the extension will give them more time to examine thoroughly
each of the civil actions to determine the feasibility or
benefit of removing each case;
2) the Debtors are still in the process of evaluating their
malpractice insurance coverage and they believe that there
are years in which their medical malpractice coverage is
insufficient to cover all of the liabilities represented by
the civil actions; and
3) the treatment of the medical malpractice liabilities
represented by the civil actions will be an essential
element of any proposed plan of reorganization and the
Debtors are considering the establishment of an alternative
dispute resolution process to expedite the liquidation of
those claims.
Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community. The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990). Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$233,000,000 in assets and $337,000,000 in debts.
BROOKLYN HOSPITAL: Panel Taps Alvarez & Marsal as Fin'l. Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Brooklyn
Hospital Center and its debtor-affiliate asks the U.S. Bankruptcy
Court for the Eastern District of New York for permission to
employ Alvarez & Marsal, LLC, as its financial advisors.
Alvarez & Marsal will:
1) advise and assist the Committee in its examination and
analysis of any plan of reorganization proposed by the
Debtors, and in reviewing the Debtors' support information
relating to that plan, including historical financial
information, financial projections, underlying assumptions
and other relevant information;
2) advise and assist the Committee in the review and analysis
of the Debtors' on-going operations, including short-term
cash flow forecasts and DIP borrowing needs;
3) advise and assist the Committee in monitoring any asset
disposition sale and marketing process;
4) meet and negotiate with the Debtors, their counsel and
advisors, their DIP lenders and other parties-in-interest
regarding the Debtors' proposed chapter 11 plan's underlying
assumptions and support information; and
5) render expert testimony on the Committee's behalf and
perform all other business consulting and financial advisory
services that the Committee or its counsel will require.
Mark Dominick Alvarez, a Managing Director of Alvarez & Marsal,
discloses that his Firm will charge:
a) a $125,000 monthly advisory fee for the first two months
of the Firm's engagement, commencing on Oct. 11, 2005; and
b) a $75,000 monthly advisory fee for the subsequent months
after October 11 and to become $125,000 for the month
preceding to and the month of the Debtors' chapter 11 plan
confirmation hearing.
Alvarez & Marsal assures the Court that it does not represent any
interest materially adverse to the Committee and the Debtors, and
is a disinterested person as that term is defined in Section
101(14) of the Bankruptcy Code.
Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community. The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990). Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$233,000,000 in assets and $337,000,000 in debts.
CERADYNE INC: Underwriters Exercise Over-Allotment Options
----------------------------------------------------------
The underwriters of Ceradyne, Inc.'s (Nasdaq: CRDN) public
offering of common shares exercised their over-allotment option in
full to purchase an additional 270,000 shares. Including the sale
of these additional shares, the total number of shares sold by the
Company in this offering will be 2,070,000.
The Company also disclosed that the underwriters of the Company's
public offering of 2.875% senior subordinated convertible notes
due 2035 have also exercised their over-allotment option in full
to purchase an additional $11 million aggregate principal amount
of the notes. Including the sale of these additional notes, the
aggregate principal amount of 2.875% senior subordinated
convertible notes due 2035 sold by the Company in this offering
will be $121 million.
The notes are convertible by holders into shares of the Company's
common stock at an initial conversion rate of 17.1032 shares of
common stock per $1,000 principal amount of notes (which
represents an initial conversion price of approximately $58.47 per
share, subject to adjustment). The notes are convertible only
under certain circumstances, including if the price of the
Company's common stock reaches, or the trading price of the notes
falls below, specified thresholds, if the notes are called for
redemption, if specified corporate transactions or fundamental
changes occur, or during the 10 trading days prior to maturity of
the notes. The Company may redeem the notes at any time after
December 20, 2010.
The common stock offering and senior subordinated convertible note
offering were conducted as separate public offerings by means of
separate prospectus supplements.
Citigroup Corporate and Investment Banking, Needham & Company,
LLC, and Wachovia Securities acted as joint book-running managers
of the common stock offering and Adams Harkness, Inc., JMP
Securities LLC and Wedbush Morgan Securities Inc. acted as co-
managers.
Information about this offering is available in the prospectus
supplement for the common stock offering filed with the Securities
and Exchange Commission.
Copies of the prospectus supplement can be obtained from:
Citigroup Corporate and Investment Banking
Attn: Prospectus Department
Brooklyn Army Terminal, 140 58th Street, 8th Floor,
Brooklyn, NY 11220
(718) 765-6732
Needham & Company, LLC
445 Park Avenue, Third Floor
New York, NY 10022
(212) 371-8300
-- or --
Wachovia Securities
Attn: Equity Capital Markets
7 St. Paul Street
Baltimore, MD 21202.
Citigroup Corporate and Investment Banking acted as sole book-
running manager of the senior subordinated convertible note
offering. Wachovia Securities and Needham & Company, LLC acted as
co-lead managers of the offering. Information about this offering
is available in the prospectus supplement for the senior
subordinated convertible note offering filed with the Securities
and Exchange Commission. Copies of the prospectus supplement can
be obtained from:
Citigroup Corporate and Investment Banking
Attn: Prospectus Department
Brooklyn Army Terminal, 140 58th Street, 8th Floor
Brooklyn, NY 11220
(718) 765-6732
The Company used a portion of the net proceeds from the
initial closings of these offerings, which were completed on
Dec. 19, 2005, to repay all outstanding debt under its credit
facility, which was $110.9 million as of September 30, 2005. The
balance of the net proceeds from the initial closings and from the
sale of the over-allotment securities will be used for working
capital, capital expenditures and other general corporate
purposes, including to fund potential acquisitions of businesses,
technologies or product lines.
Ceradyne Inc. -- http://www.ceradyne.com/-- develops,
manufactures and markets advanced technical ceramic products and
components for defense, industrial, automotive/diesel and
commercial applications.
* * *
As reported in the Troubled Company Reporter on July 15, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to advanced technical ceramics manufacturer,
Ceradyne Inc.
At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and recovery rating of '3' to the
company's proposed $160 million senior secured bank facility. The
outlook is stable.
CHARLES RIVER: Subsidiaries Borrow $84.6 Mil. Under Credit Pact
---------------------------------------------------------------
Charles River Laboratories International, Inc., amended and
restated its existing credit agreement with these financial
institutions:
* JPMorgan Chase Bank, N.A., as lender, issuing bank and as
administrative agent;
* Credit Suisse, Cayman Islands Branch, as lender and as
syndication agent;
* Bank of America, N.A., as lender and as co-documentation
agent;
* Citizens Bank of Massachusetts, as lender and as a co-
documentation agent;
* Wachovia Bank, National Association, as lender and as co-
documentation agent;
* Credit Suisse, London Branch, as lender;
* Credit Suisse, Toronto Branch, as lender
* Bank of America, N.A. (Canada Branch), as lender;
* Societe Generale, as lender;
* U.S. Bank N.A., as lender;
* U.S. Bank National Association, Canada Branch, as lender;
* Sumitomo Mitsui Banking Corporation, as lender;
* Sumitomo Mitsui Banking Corporation of Canada, as lender;
* Suntrust Bank, as lender;
* Keybank National Association, as lender;
* Calyon New York Branch, as lender;
* Comerica Bank, as lender;
* Comerica Bank, Canada Branch, as lender;
* National City Bank, as lender;
* National City Bank, Canada Branch, as lender;
* General Electric Capital, Canada Holdings Company, as lender;
* Mizuho Corporate Bank, Ltd., as lender;
* PNC Bank, National Association, as lender;
* Norinchukin Bank New York Branch, as lender;
* Brown Brothers Harriman & Co., as lender.
The original Credit Agreement provided for a $400 million term
loan facility and a $150 million revolving facility, which
includes a letter of credit and a swingline subfacility. The term
loan facility matures in 20 equal quarterly installments, with the
first installment having been payable Dec. 31, 2004, and the last
installment due Sept. 30, 2009. The revolving facility matures on
Oct. 20, 2009, and requires no scheduled prepayment before that
date.
Terms of the Amended Credit Facility
Among other changes, the Amended Credit Facility added a
$65 million term loan facility with respect to Charles River
Laboratories Preclinical Services Montreal, Inc., the Company's
Canadian subsidiary and a $25 million term loan facility with
respect to Charles River Laboratories Preclinical Services
Edinburgh Ltd., a United Kingdom subsidiary. In addition, the
Amended Credit Agreement includes two new revolving facilities of
$10 million each for the benefit of the Canadian and United
Kingdom subsidiaries. Charles River is providing a guaranty with
respect to the obligations of the Canadian and United Kingdom
subsidiaries under the Amended Credit Agreement.
On Dec. 20, 2005, the Company's subsidiaries borrowed $65 million
under the Canadian term loan facility and an aggregate of
$24.6 million under the revolving United Kingdom term loan
facility. Charles River intends to use the proceeds of the
Canadian and United Kingdom term loan borrowings in connection
with its previously stated intent to repatriate accumulated income
earned outside the United States in connection with the American
Jobs Creation Act of 2004.
The interest rates applicable to term loans and revolving loans
under the Amended Credit Agreement have not changed.
In addition to the scheduled repayments, Charles River is required
to prepay the term loans with these amounts:
-- a percentage of annual excess domestic cash flow;
-- 50% of the net cash proceeds from certain asset sales and
casualty and condemnation events, subject to reinvestment
rights and certain other exceptions;
-- 100% of any net cash proceeds in connection with permitted
receivables financings; and
-- 50% of the net cash proceeds from certain incurrences of
debt and specified issuances of equity securities, unless
the leverage ratio is 2:1 or less.
The Amended Credit Agreement requires that Charles River comply
with a fixed charge coverage ratio test and a leverage ratio test.
In addition, the Amended Credit Agreement includes negative
covenants that will, subject to significant exceptions, limit the
ability of Charles River and its subsidiaries to:
* incur, assume or permit to exist additional indebtedness or
guarantees;
* incur liens;
* make investments and loans;
* engage in mergers, acquisitions and asset sales;
* enter into agreements limiting subsidiary distributions;
* engage in certain transactions with affiliates, and
* alter the business that they conduct.
The obligations of Charles River under the Amended Credit
Agreement are guaranteed by Charles River's material domestic
subsidiaries and are secured by substantially all of the assets of
Charles River and the guarantors, including a pledge of the
capital stock of the guarantors and 65% of the capital stock of
certain first-tier foreign subsidiaries, and mortgages on certain
real property.
The Amended Credit Agreement also contains certain customary
representations and warranties, affirmative covenants and events
of default.
A full-text copy of the Amended Credit Facility is available for
free at http://ResearchArchives.com/t/s?3ee
Charles River Laboratories International, Inc., sells
pathogen-free, fertilized chicken eggs to poultry vaccine makers.
It also offers contract staffing, preclinical drug candidate
testing, and other drug development services. It also markets
research models -- rats and mice bred for preclinical experiments,
including transgenic "knock out" mice -- to the pharmaceutical and
biotech industries. It sells its products in more than 50
countries to drug and biotech companies, hospitals, and government
entities.
* * *
Moody's Investors Service assigned Ba1 ratings to the credit
facilities of Charles River Laboratories International, Inc.
Moody's also assigned a Ba1 Senior Implied Rating, a Ba2 Senior
Unsecured Issuer Rating, and a Speculative Grade Liquidity Rating
of SGL-1 to the company. Moody's said the rating outlook for the
company is stable.
Assigned Ratings:
* $150 Million Revolving Credit Facility -- Ba1
* $400 Million Term Loan A -- Ba1
* Senior Implied Rating -- Ba1
* Senior Unsecured Issuer Rating -- Ba2
* Speculative Grade Liquidity Rating -- SGL-1
* Outlook - stable
Standard & Poor's Ratings Services assigned a BB+ corporate credit
rating for Charles River Laboratories International Inc. At the
same time, Standard & Poor's placed a BB senior unsecured debt
rating on the company. S&P said the outlook is stable.
CLARION TECH: Lenders Extend Senior Debt Maturity to Dec. 2006
--------------------------------------------------------------
JPMorgan Chase Bank, N.A. and Fifth Third Bank, as senior lenders
to Clarion Technologies, Inc., extended the maturity date of their
credit agreement to Dec. 31, 2006.
Clarion Technologies also obtained amended financial covenants and
an additional $2 million revolving credit line, which is secured
by letters of credit provided by Craig Wierda, the Company's
Chairman of the Board, and William Blair Mezzanine Capital Fund
III, L.P., both of whom are existing subordinated lenders.
As amended, the credit facility allows for aggregate borrowings of
$10 million at the prime rate plus 0.75% or, at the Company's
option, one, two, three or six-month LIBOR plus 3.50%, subject to
certain borrowing base limitations related to accounts receivable
and inventory.
In addition, an unused facility fee of 0.375% per annum is payable
on the unused portion of the credit line. The term debt matures
on April 15, 2007, and bears interest at the prime rate plus 0.75%
or, at the Company's option, one, two, three or six month LIBOR
plus 3.5% plus an applicable margin.
The senior credit facility also permits draws to be made on a
capital expenditure line of credit in the maximum amount of
$3,000,000 at one-month LIBOR. All of Clarion's tangible and
intangible assets are collateralized under the senior credit
facility.
The senior credit facility requires the Company's subordinated
debt holders and preferred shareholders to forego interest and
dividend payments, respectively, unless approved by the bank. The
senior credit facility and senior subordinated term notes also
prohibit the payment of dividends on common stock.
A full-text copy of the Thirteenth Amendment to the Amended and
Restated Credit Agreement is available for free at
http://ResearchArchives.com/t/s?3f2
Clarion Technologies, Inc., -- http://www.clariontechnologies.com/
-- operates four manufacturing facilities in Michigan, one in
South Carolina, and one in Iowa with approximately 170 injection
molding machines ranging in size from 55 to 1500 tons of clamping
force. The Company's headquarters are located in Grand Rapids,
Michigan.
At Oct. 1, 2005, the Company had a stockholders' deficit of
$80,006,000 and a working capital deficit of $16,859,000.
CLEARSTORY SYSTEMS: Posts $1.1 Million Net Loss in Third Quarter
----------------------------------------------------------------
ClearStory Systems, Inc., delivered its quarterly report on Form
10-QSB for the quarter ending Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 14, 2005.
For the three months ended Sept. 30, 2005, the company reported a
$1,124,000 net loss on $538,000 of revenues, compared to a
$595,000 net loss on $945,000 of revenues for the same period in
2004.
As of September 30, 2005, the company's balance sheet shows $6.3
million in total assets and $7.1 million in total liabilities.
At Sept. 30, 2005, the company had $58.7 million of accumulated
deficit.
A full-text copy of ClearStory Systems' latest quarterly report is
available at no charge at http://researcharchives.com/t/s?3f5
ClearStory Systems, Inc. -- http://www.clearstorysystems.com/--
is an established provider of flexible, on-demand ECM solutions.
ClearStory's Radiant Content Suite provides discrete management
and on-demand access for the full spectrum of content - from
graphics and video to customer statements and email. The
company's standards-based technology provides a powerful platform
for integrating rich media and business documents into a multitude
of business-critical environments, including marketing and finance
departments, call centers, channel partner portals, compliance
initiatives, and global marketing extranets.
* * *
As reported in the Troubled Company Reporter on July 14, 2005,
Miller Ellin & Company, LLP, expressed substantial doubt about
ClearStory Systems, Inc.'s ability to continue as a going concern
after it audited the Company's financial statement for the year
ended March 31, 2005. The auditing firm points to the Company's
recurring losses and working capital deficiency.
COLLINS & AIKMAN: Court Approves Mayer Textile Stipulation
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation providing for adequate protection payments
to Mayer Textile Machine Corporation in Collins & Aikman
Corporation and its debtor-affiliates' chapter 11 proceedings.
Before the Petition Date, the Debtors entered into purchase
agreements with Mayer. Mayer agreed to sell to the Debtors two
high-speed Tricot compound needle warp knitting machines and
related equipment for $373,388. Pursuant to a second purchase
agreement, Mayer agreed to sell to the Debtors 14 high-speed
Tricot compound needle warp knitting machines and related
equipment for $2,304,410. The Debtors paid Mayer $174,248
pursuant to the First Contract and $766,370 pursuant to the Second
Contract.
Mayer alleged that it holds valid, perfected purchase money
security interests in the equipment sold to the Debtors. Mayer
notified the Debtors that it demands adequate protection to
protect its interest in the Collateral from decreasing in value on
account of the Debtors' continued use.
Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York,
related that after an arm's-length negotiation, the Debtors and
Mayer have entered into a stipulation, pursuant to which the
Debtors agree to pay Mayer six monthly payments of $20,000.
Mr. Carmel asserts that if the parties did not agree to the
Stipulation, they would become embroiled in litigation over the
value of the Collateral, the outcome of which is uncertain. That
litigation, Mr. Carmel continues, would require that both parties,
at great expense, employ expert appraisers and other professionals
to determine the accurate value of the Collateral. The expenses
incurred in the litigation would be an additional burden to the
Debtors' estates and their creditors. The Stipulation avoids both
the uncertainty of litigation and the heavy encumbrance it would
place on the estates and their creditors, Mr. Carmel says.
The Debtors believe that the adequate protection amounts under the
Stipulation are consistent with the standards in Section 361(1) of
the Bankruptcy Code.
Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems. The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world. The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927). When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000)
COMPASS MINERALS: Inks New $475MM Senior Secured Credit Facilities
------------------------------------------------------------------
Compass Minerals Group, a subsidiary of Compass Minerals
International, Inc. (NYSE:CMP) entered into new senior secured
credit facilities totaling $475 million with:
-- JPMorgan Chase Bank, N.A., as Administrative Agent,
-- JPMorgan Securities Inc., as Co-Lead Arrangers, and
-- Goldman Sachs Credit Partners L.P., as Joint Book Runners.
Caylon New York Branch serves as Syndication Agent, Bank of
America, N.A. and The Bank of Nova Scotia, as Co-Documentation
Agents.
The facilities include:
-- A $125 million revolving credit facility due in 2010,
with a drawn interest rate of 1.75% over LIBOR and an
undrawn commitment fee of 0.375%. This facility will be
used for general corporate purposes.
-- A $350 million term loan due in 2012, with an interest
rate of 1.50% over LIBOR. Compass will have a
corresponding interest rate swap, which will fix the
underlying LIBOR rate at 4.866%. The swap will apply to
$250 million of the term loan through March 2007. After
that time, the principal to which the swap applies will
decline by $50 million per year through the life of the
loan.
A total of $323 million principal amount of Compass's 10% senior
subordinated notes were tendered to the company and purchased for
an aggregate price of approximately $349 million including accrued
and unpaid interest. Compass intends to call the remaining
$2 million principal amount of notes in August 2006.
"This is an important step toward strengthening Compass Minerals'
capital structure," Rodney Underdown, vice president and chief
financial officer of Compass Minerals International, said. "By
replacing our senior subordinated notes with lower-interest,
pre-payable debt, Compass has enhanced its financial flexibility."
The proceeds will be used to refinance the company's existing
revolving credit facility and term loan, and to fund the
previously announced tender offer for the company's 10% senior
subordinated notes.
A full-text copy of the new senior secured credit facilities is
available at no charge at http://ResearchArchives.com/t/s?3f7
Based in the Kansas City metropolitan area, Compass Minerals --
http://www.compassminerals.com/-- is the second-leading salt
producer in North America and the largest in the United Kingdom.
The company operates nine production facilities, including the
largest rock salt mine in the world in Goderich, Ontario, and two
packaging facilities. The company's product lines include salt
for highway deicing, consumer deicing, water conditioning,
consumer and industrial food preparation, agriculture and
industrial applications. In addition, Compass is North America's
leading producer of sulfate of potash, which is used in the
production of specialty fertilizers for high-value crops and turf,
and magnesium chloride, which is a premium deicing and dust
control agent.
* * *
As reported in the Troubled Company Reporter on Dec. 2, 2005,
Moody's Investors Service affirmed the ratings of Compass Minerals
Group, Inc., including the B1 Corporate Family Rating. Compass
Minerals Group, Inc. is a wholly owned subsidiary of Compass
Minerals International, Inc. A B1 rating was assigned to the new
$350 million senior secured term loan facility, due 2012, and the
$100 million senior secured revolving credit facility due 2010.
The rating outlook is maintained at positive.
As reported in the Troubled Company Reporter on Dec. 01, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Compass Minerals International Inc. and its
operating subsidiary and rating identity Compass Minerals Group
Inc.
At the same time, Standard & Poor's assigned a 'BB-' rating and a
recovery rating of '1' to Compass Minerals' proposed $450 million
senior secured bank credit facility, indicating the expectation of
full recovery of principal in the event of a payment default.
Standard & Poor's also affirmed its 'B-' rating on the company's
discount notes. S&P said the outlook is positive.
CONMED CORP: Expects Lower 4th Quarter Income Due to Lower Sales
----------------------------------------------------------------
CONMED Corporation (Nasdaq: CNMD) now expects sales for the fourth
quarter of 2005 will approximate $153 million to $156 million.
This is below the Company's previously announced estimate of
$163 million to $166 million. As a consequence of the reduced
anticipated sales and higher operating costs in the quarter,
management believes that the fourth quarter non-GAAP net income
and diluted earnings per share, which exclude previously disclosed
transition charges for the Endoscopic Technologies acquisition and
other matters, will approximate $5 million to $6 million and
$0.16 to $0.20. GAAP net income and diluted earnings per share
are expected to be $3 million $4 million and $0.10 - $0.14.
"We expect that our fourth quarter sales will continue to be
affected by reduced surgical procedure trends first identified
this past summer, as discussed on our last earnings call. Further,
we believe that hospital administrators appear to be extending the
purchasing decision timeline for capital equipment, causing
additional delays in anticipated sales of our video imaging and
powered surgical instruments," said Joseph J. Corasanti, President
and Chief Operating Officer. "We continue to believe that the
disappointing sales growth experienced in the second half of 2005
will be short lived, and is caused by temporary market conditions
that are not specific to CONMED. Over the long-term, we expect an
annual organic growth rate of 6% supplemented by acquisition
growth. The Company has an outstanding franchise in the medical
device markets that we serve."
"CONMED's cash flow remains solid. So far in 2005, CONMED has
repurchased nearly $40 million in common stock and we will
continue to buy back our stock in 2006 as authorized by our
Board," added Mr. Corasanti.
Besides the anticipated effect of reduced sales on fourth quarter
profitability, the Company expects that income will be impacted by
reduced gross margins from lower-than-expected sales volume and
the resulting unfavorable overhead absorption as well as higher
raw material costs for those products dependent on petroleum based
plastics. The Company's ongoing legal costs associated with its
antitrust lawsuit against a competitor have also accelerated as a
result of the Company's response to the defendant's motion for
summary judgment, which was heard on December 16, 2005. Also, the
Company has experienced increased scrap and re-work costs as a
result of identifying a potential issue with packaging integrity
on certain of its powered instrument burrs.
The Company has implemented, or expects to implement, initiatives
to enhance the Company's short- and long-term prospects. These
on-going or anticipated initiatives include:
1. Expanded research and development activities expected to
take advantage of several new or improved technologies
including high definition video imaging, advanced vital
signs monitoring and enhanced therapeutics for
gastroenterology. These promising technologies, and others
in development, are intended to provide the Company with
innovative medical devices which command profit margins
higher than the Company's current overall gross margin.
2. Mitigation of the effects of higher material costs for
plastic polymers because of increased petroleum charges
through planned price increases on certain product lines -
While pricing to customers is generally bound by contracts
and cannot be quickly changed, the pricing upon contract
renewals is expected to be negotiated to offset the cost
increases the Company has experienced.
3. Completion of the manufacturing transition for the
Endoscopic Technologies products. During the past year, the
Company has devoted significant human resources to this
integration project. Upon the anticipated completion of
this integration, these resources will be reallocated to
other profit-enhancing activities. Additionally, as part of
this significant manufacturing expansion, the Company has
begun a corporate quality initiative to enhance its
production and quality systems aimed to improve production
efficiency, quality management and customer satisfaction.
4. Continuing legal action against a competitor to permit a
level competitive market for the Company's EndoSurgery
products. The Company believes that the current marketplace
for EndoSurgery product lines does not permit free and fair
competition. CONMED will continue to pursue legal remedies
to obtain the ability to provide its products to the medical
community fairly.
The Company anticipates release of final fourth quarter and year
end results on February 9, 2006.
Conmed Corp. -- http://www.conmed.com/-- is a medical technology
company with an emphasis on surgical devices and equipment for
minimally invasive procedures and monitoring. The Company's
products serve the clinical areas of arthroscopy, powered surgical
instruments, electrosurgery, cardiac monitoring disposables,
endosurgery and endoscopic technologies. They are used by
surgeons and physicians in a variety of specialties including
orthopedics, general surgery, gynecology, neurosurgery, and
gastroenterology. Headquartered in Utica, New York, the Company's
2,800 employees distribute its products worldwide from eleven
manufacturing locations.
* * *
As reported in the Troubled Company Reporter on Nov. 19, 2004,
Moody's Investors Service assigned a B2 rating to ConMed
Corporation's $150 million senior subordinated convertible notes,
due 2024 and affirmed the Ba3 rating on ConMed's $240 million
guaranteed senior secured credit facility consisting of a $100
million revolving credit facility, due 2007, and a $140 million
Term Loan B, due in 2009.
CSK AUTO: Completes $170 Million Purchase of Murray's Inc.
----------------------------------------------------------
CSK Auto Corp. (NYSE:CAO) purchased Murray's Inc. and its
subsidiaries for approximately $170 million cash (including
amounts that were needed to repay Murray's existing indebtedness),
subject to certain purchase price adjustments. The 110 Murray's
automotive parts and accessories retail stores in Michigan,
Illinois, Ohio and Indiana will retain the Murray's name and
operating model.
"Through the tremendous efforts of its associates, Murray's has
earned the reputation as the 'Midwest's #1 Auto Parts Store,' and
we are thrilled to have Murray's associates join the CSK family,"
Maynard Jenkins, chairman and chief executive officer of CSK Auto
Corp., stated. "With this acquisition, Murray's will complement
our existing operations and expand our market presence to 22
states."
The company also completed the issuance by CSK Auto Inc. of
$85 million aggregate original principal amount of exchangeable
senior unsecured notes in a private offering. Proceeds from the
note offering were used to fund a portion of the acquisition, with
the balance of the acquisition costs funded via availability under
CSK Auto Inc.'s existing senior credit facility.
The notes offered and the common stock issuable upon exchange of
the notes have not been registered under the Securities Act of
1933, as amended, or any state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements and applicable
state securities laws.
About Murray's Inc.
Headquartered in Belleville, Michigan, Murray's Inc. is a private
company which operates 109 automotive parts and accessories retail
stores in Michigan, Illinois, Ohio and Indiana.
CSK Auto Corp. -- http://www.cskauto.com/-- is the parent company
of CSK Auto Inc., a specialty retailer in the automotive
aftermarket. As of July 31, 2005, the company operated 1,142
stores in 19 states under the brand names Checker Auto Parts,
Schuck's Auto Supply and Kragen Auto Parts. The company also
operated three value concept retail stores under the brand name
Pay N Save.
* * *
As reported in the Troubled Company Reporter on Dec. 21, 2005,
Standard & Poor's Ratings Services assigned its 'B+' rating to CSK
Auto Inc.'s $85 million 4.625% senior exchangeable notes due 2025
and $125 million 3.375% senior exchangeable notes due 2025. These
notes are unsecured and were issued under rule 144A with
registration rights.
At the same time, the 'B+' corporate credit rating was affirmed.
Proceeds from the $85 million note offering and additional
borrowings under its credit facility will be used to fund the
acquisition of Murray's Discount Auto for $170 million. The
outlook remains stable.
DEEP RIVER: Has Until March 26 to Solicit Plan Acceptances
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
until March 26, 2006, the period within which Deep River
Development Group, L.L.C., can solicit acceptances of its
Chapter 11 Plan.
As reported in the Troubled Company Reporter on Aug. 16, 2005, the
Debtor delivered a Disclosure Statement explaining its Plan.
The Debtor believes that the extension will give them more time to
solicit acceptances, and resolve any objections that may be filed
against the Plan.
Headquartered in Chester, New Jersey, Deep River Development
Group, L.L.C., filed for chapter 11 protection on June 29, 2005
(Bankr. D.N.J. Case No. 05-31279). Morris S. Bauer, Esq., at
Ravin Greenberg PC, represents the Debtor in its restructuring
efforts. When the Debtor filed for protection from its creditors,
it listed $10,630,651 in assets and $7,259,431 in debts.
DELPHI CORP: Committee Taps Steven Hall as Compensation Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Delphi
Corporation and its debtor-affiliates seeks permission from the
Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to employ Steven Hall & Partners,
LLC, nunc pro tunc to Nov. 7, 2005, as its compensation and
employment agreement advisor.
Specifically, Steven Hall will:
(a) assist and advise the Committee with respect to all
compensation and employment issues arising in the Debtors'
Chapter 11 cases;
(b) advise the Committee in analyzing the Debtors' various
employment agreements;
(c) advise the Committee in its analysis of the Debtors' past,
current or proposed salary, benefits and compensation
programs;
(d) advise the Committee in analyzing the Key Employee
Compensation Program and other long-term incentive plans
for the Debtors' employees;
(e) advise the Committee in reviewing the Debtors' past,
current or proposed severance programs;
(f) assist and advise the Committee in preparing expert
reports and provide testimony relating to the Debtors'
officer, director or employee compensation, benefits and
severance programs, and employment agreements;
(g) advise the Committee in reviewing the retention and
compensation of new members of the Debtors' senior
management;
(h) provide any necessary expert testimony on compensation and
employment issues, as requested by the Committee; and
(i) perform any necessary litigation support, as requested by
the Committee.
Steven Hall's principal role will be to advise and assist the
Committee with regard to the Debtors' proposed KECP, Terry Zale
of Flextronics International Asia-Pacific, Ltd., a member of the
Committee, tells Judge Drain. Steven Hall will also advise the
Committee on other employment or compensation matters as it
determines to be necessary or appropriate.
The Committee relates that the firm has considerable experience
and knowledge on matters of compensation and employment,
including in Chapter 11 bankruptcy cases.
Steven Hall's current hourly rates range from $125 to $950 based
on the professionals' level of experience. The rates are subject
to periodic adjustment to reflect economic and other conditions.
Pearl Meyer, a senior managing director at Steven Hall, is the
lead advisor for the Committee and her hourly rate is $950.
Ms. Meyer assures Judge Drain that Steven Hall does not
represent any interest adverse to the Debtors' estates or their
creditors in the matters on which the firm is to be engaged.
Steven Hall is a "disinterested person" as that term is defined
pursuant to Sections 101(14) and 101(31) of the Bankruptcy Code
and as modified by Section 1103(b) of the Bankruptcy Code.
Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology. The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide. The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts. As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 215/945-7000)
DELPHI CORP: Taps Howard & Howard as Intellectual Property Counsel
------------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ Howard & Howard Attorneys, P.C., as their
intellectual property counsel, nunc pro tunc to Oct. 8, 2005.
David M. Sherbin, vice president, general counsel, and chief
compliance officer of Delphi Corporation, informs the Court that
H&H has performed similar work for the Debtors in the past and is
therefore familiar with the Debtors' businesses and operations.
"H&H is especially attuned to the unique intellectual property
issues that arise in the Debtors' industry and have faced the
Debtors."
As intellectual property counsel, H&H will:
(a) review of invention disclosures, preparation of
patentability opinions, and preparation and filing of
patent applications with U. S. Patent and Trademark
Office;
(b) review correspondence from U.S. Patent and Trademark
Office and prepare of amendments to patent applications to
secure the patent;
(c) review potential products and inventions, conduct searches
for relevant patents and publications, review and analyze
uncovered patents and publications, and prepare opinions;
and
(d) provide miscellaneous intellectual property advice and
counsel related to copyrights, trademarks and know-how and
contractual matters involving intellectual property.
The Debtors will pay H&H in accordance with its standard hourly
rates:
Attorneys
Harold W. Milton $400
William H. Honaker $375
Robert L. Steams $345
James R. Yee $320
Jon E. Shackelford $295
Randall L. Shoemaker $275
Samuel J. Haidle $235
David M. LaPrairie $235
Raymond C. Meiers $205
Suzanne K. Klein $160
Trent K. English $155
Kristopher K. Hulliberger $155
Interns & Paralegals
Michael G. Shariff $165
Michael D. Jones $110
Brian C. Andress $105
Matthew Binkowski $105
Lisa M. Muhleck $95
Natalya DeVries $95
Dawn Large $95
Christopher M. Francis $85
Julie Kapp $85
Stephen J. Kontos $85
In the 90-day period prior to the Petition Date, the Debtors paid
H&H $395,688 in fees and expenses for intellectual property
advice and legal services rendered.
William H. Honaker, Esq., a partner at H&H, assures the Court
that the firm does not hold or represent any interest adverse to
the Debtors, their creditors, or any other parties-in-interest in
the Debtors' Chapter 11 cases, with respect to the matters on
which the firm is to be employed.
Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology. The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide. The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts. As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 215/945-7000)
DELPHI CORP: Court Approves Assumption of CEC Power Contracts
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 30, 2005,
Delphi Corporation and its debtor-affiliates sought the U.S.
Bankruptcy Court for the Southern District of New York's
permission to assume a Special Manufacturing Contract dated
October 13, 1995, as amended by a Partial Assignment Agreement
dated December 22, 1998, with Consumers Energy Company.
John Wm. Butler, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that CEC is one of the Debtors'
largest power suppliers, providing electric power to six of the
Debtors' sites at reduced rates pursuant to Power Contracts,
which are valuable, low-cost, below-market contracts that provide
substantial savings to the Debtors that would be difficult to
procure from other sources. The Power Contracts will expire on
December 31, 2005.
CEC, Mr. Butler informs the Court, has notified Delphi Automotive
Systems LLC that it will not be eligible for preferential rates
for the two to four-year period commencing in January 2006 unless
it assumes the Power Contracts and pays the $3,600,000 cure
amount, which are necessary conditions for the Debtors to enter
into a New Power Contract in January 2006.
Moreover, the Debtors stand to save more than $10,000,000 per year
under the preferential rates -- an amount that far exceeds the
Cure Amount that will be paid in connection with the assumption of
the Power Contracts.
* * *
The Court grants the Debtors' request. The Court further
authorizes, but not directs, the Debtors to pay the Cure Amount
aggregating $3,600,000.
Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology. The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide. The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts. As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 215/945-7000)
ENER1 INC: Malone & Bailey Replaces Eisner as Independent Auditors
------------------------------------------------------------------
Ener1, Inc., dismissed Eisner, LLP, as its independent registered
public accounting firm, as of December 16, 2005.
The Company engaged Malone & Bailey as its independent registered
public accounting firm, effective immediately. The decision to
dismiss Eisner and engage Malone & Bailey was approved by the
Audit Committee of the Company's Board of Directors.
Eisner was the Company's independent registered public accounting
firm from September 20, 2005, through December 15, 2005, and
during that time did not complete its review or issue any reports
on the Company's consolidated financial statements.
In connection with its review of the Company's financial
statements for the quarter ended September 30, 2005, Eisner raised
questions about the appropriateness of the Company's accounting
treatment of $20,000,000 in aggregate principal amount of its
senior secured convertible debentures due January 20, 2009, and
$14,225,000 in aggregate principal amount of its senior secured
convertible debentures due March 14, 2009:
1. Eisner questioned the appropriateness of applying a
liquidity discount to the quoted market price of the common
stock into which the 2004 Debentures were immediately
convertible and a 30% liquidity discount to the value of the
warrants issued with the Debentures.
2. Eisner indicated that it believes that the portion of the
financing costs allocated to the 2004 Debentures should be
initially recorded as deferred financing costs rather than
as a charge to paid-in capital; and that the deferred
financing costs should be amortized and charged to expense
over the term of the 2004 Debentures in a manner consistent
with the accretion of the Discount rather than increasing
paid-in capital.
3. Eisner questioned the appropriateness of recognizing the
coupon interest the Company pays during the term of the 2004
Debentures as expense as it incurs.
Accordingly, the Company has not yet filed its Form 10-QSB for the
period ending September 30, 2005.
The Company is making every effort to file this report at the
earliest possible date. The Company's Audit Committee was not
able to establish a timeframe for Eisner to complete its review of
the Company's financial statements that would enable the Company
to file the September 10-QSB. For this reason, the Audit
Committee dismissed Eisner as the Company's independent registered
accounting firm.
Ener1, Inc. (EBB: ENEI) -- http://www.ener1.com/-- is an energy
technology company. The company's interests include:
* 80.5% of EnerDel -- http://www.enerdel.com/-- a lithium
battery company in which Delphi Corp. owns 19.5%;
* 49% of Enerstruct, a Japanese lithium battery technology
company in which Ener1's strategic investor ITOCHU owns 51%;
wholly owned subsidiary EnerFuel, a fuel cell testing and
component company -- http://www.enerfuel.com/and
* wholly owned subsidiary NanoEner -- http://www.nanoener.com/
-- which develops nanotechnology-based materials and
manufacturing processes for batteries and other applications.
At June 30, 2005, the Company's balance sheet shows $17,690,000 in
total assets and a $13,733,000 stockholders deficit.
ENER1 INC: Reporting Delay May Spur Default & Redemption of Bonds
-----------------------------------------------------------------
Ener1, Inc., has not filed its quarterly report in Form 10-Q for
the period ending Sept. 30, 2005, because certain of the Company's
facilities, including its corporate headquarters, were located in
the direct path of Hurricane Wilma. As a result of loss of
electricity and other damage caused by the hurricane, all of the
Company's facilities located in Ft. Lauderdale, Florida, were
closed from Oct. 24, 2005, to Oct. 31, 2005; and certain of the
Company's facilities were closed until Nov. 14, 2005.
These closures, and the other damage caused by the hurricane,
including, for example, damage to the transportation, utilities
and communication infrastructures in Ft. Lauderdale and
surrounding areas, made it impossible for Company personnel to
report to work, gain access to corporate records and equipment
required to close the Company's quarter ended September 30, 2005,
and prepare the Company's report on Form 10-QSB and perform the
work required to complete the Company's report on Form 10-QSB in a
timely manner.
In addition, the Company's independent auditors were also unable
to gain access to Company facilities, records and personnel, which
has delayed the auditors' required review of the Company's
financial statements and other information to be included in the
Company's report on Form 10-QSB.
Breach of Covenant
As a result, the Company received a notice that they breached a
covenant requiring them to timely file its financial reports. The
covenant is embodied under two securities purchase agreements, in
connection with the issuance of:
* $20,000,000 in aggregate principal amount of its senior
secured convertible debentures due January 20, 2009; and
* $14,225,000 in aggregate principal amount of its senior
secured convertible debentures due March 14, 2009.
Compulsory Redemption
If the Company is not able to cure this breach and an event of
default occurs, the holders of the Debentures may, among other
remedies, require that the Company redeem the debentures at the
redemption prices stated in the debentures.
The redemption price of the 2004 Debentures is 101% of the
principal plus all accrued and unpaid interest. The redemption
price of the 2005 Debentures is equal to the greater of:
(a) 105% of the principal plus all accrued and unpaid interest;
or
(b) the "market value" of shares of Company common stock
issuable upon conversion of the debentures.
According to the Company, the requirement to redeem the Debentures
will have a material adverse effect on its financial condition and
results of operations.
Ener1, Inc. (EBB: ENEI) -- http://www.ener1.com/-- is an energy
technology company. The company's interests include:
* 80.5% of EnerDel -- http://www.enerdel.com/-- a lithium
battery company in which Delphi Corp. owns 19.5%;
* 49% of Enerstruct, a Japanese lithium battery technology
company in which Ener1's strategic investor ITOCHU owns 51%;
wholly owned subsidiary EnerFuel, a fuel cell testing and
component company -- http://www.enerfuel.com/; and
* wholly owned subsidiary NanoEner -- http://www.nanoener.com/
-- which develops nanotechnology-based materials and
manufacturing processes for batteries and other applications.
At June 30, 2005, the Company's balance sheet shows $17,690,000 in
total assets and a $13,733,000 stockholders deficit.
ENESCO GROUP: Lenders Agree to Extend Credit Facility Until 2007
----------------------------------------------------------------
Enesco Group, Inc. (NYSE:ENC) signed a tenth amendment to its
current U.S. credit facility with Fleet National Bank and LaSalle
Bank N.A., effective as of Dec. 21, 2005, to extend its term until
Jan. 1, 2007. The original termination date was Dec. 31, 2005.
Enesco signed the tenth amendment to the current credit facility
to ensure that the company has continuous financing as it
finalizes the replacement facility with LaSalle.
On Dec. 14, 2005, Enesco signed a commitment letter with LaSalle
Business Credit, LLC to arrange a new $75 million senior secured
credit facility, which would replace the existing credit facility
with Fleet and LaSalle. Under the terms of the commitment letter,
the company must close on the new credit facility on or before
Jan. 31, 2006.
Further information can be found in Enesco's Form 8-K filed with
the Securities and Exchange Commission on http://www.sec.gov/or
visit http://www.enesco.com/under Investor Relations.
Headquartered in Itasca, Illinois, Enesco Group, Inc. --
http://www.enesco.com/-- is a world leader in the giftware, and
home and garden decor industries. Serving more than 30,000
customers globally, Enesco distributes products to a wide variety
of specialty card and gift retailers, home d,cor boutiques as well
as mass-market chains and direct mail retailers. Internationally,
Enesco serves markets operating in Europe, Canada, Australia,
Mexico, and Asia. With subsidiaries located in Europe and Canada,
and a business unit in Hong Kong, Enesco's international
distribution network is a leader in the industry. The company's
product lines include some of the world's most recognizable
brands, including Heartwood Creek, Walt Disney Company, Walt
Disney Classics Collection, Pooh & Friends, Jim Shore,
Foundations, Circle of Love, Nickelodeon, Bratz, Halcyon Days,
Lilliput Lane and Border Fine Arts, among others.
* * *
As reported in the Troubled Company Reporter on Sept. 2, 2005,
Enesco Group, Inc. amended its current U.S. credit facility,
effective as of Aug. 31, 2005. The ninth amendment reset the
company's minimum EBITDA and capital expenditure covenants through
the facility termination date, Dec. 31, 2005, based on the
company's reforecast and long-term partnership with Bank of
America, as successor to Fleet National Bank, and LaSalle Bank.
The company is aggressively pursuing a replacement senior credit
facility.
What Happened to Precious Moments?
On May 17, 2005, pursuant to a Seventh Amendment and Termination
Agreement, Enesco, Inc., terminated its license agreement with
Precious Moments, Inc., to sell Precious Moments licensed
products. As part of the PM Termination Agreement, the company
also entered into a Transitional Services Agreement with PMI in
which the company agreed to provide transitional services to PMI
related to its licensed inventory for a period of time, but ending
not later than Dec. 31, 2006.
ENRON CORP: Atty. General Collects $8.3 Million in Back Taxes
-------------------------------------------------------------
Texas Attorney General Greg Abbott said his office has collected
$8.3 million in back taxes from Enron Corp. and three of the
company's subsidiaries. Included among the payments was a tax
claim of $7.74 million against Enron Corp., the single largest tax
collection in the history of the Bankruptcy and Collections
Division.
The Attorney General's Office received the final franchise tax
payments on Monday from the trustee of all four bankrupt Enron-
related entities. The tax claims were initially referred to the
Attorney General by the Texas Comptroller's office for collection.
"We have ridden herd on this company since Day One of its untimely
bankruptcy, hoping to stem the enormous tide of attorneys and
professionals lining up to fill their pockets with inflated fees,
and also to get a measure of justice to see that this tax
liability is paid in Texas," said Attorney General Abbott.
The three other companies submitting payments were Risk Management
& Trading Inc., ECT Merchant Investments Inc. and Enron Management
Inc. The total collected to date by the Attorney General from all
Enron-related bankruptcy matters is about $13 million.
Attorney General Abbott fought hard to transfer the bankruptcy
case to Houston, where he contends it should have resided all
along. His prediction about the fate of bankruptcy cases in the
states of New York and Delaware held true: professionals seem to
have their way with those courts in terms of high fees that siphon
off funds.
The former Houston energy company filed for bankruptcy in late
2001 amid a growing financial crisis that rapidly turned to
widespread ruin. Attorney General Abbott and his Bankruptcy and
Collections Division ultimately convinced the court in New York
to establish a fee committee to gain control of rapidly expanding
professional fees.
"Texans all agree that the fees in the Enron case were out of
control and reached into the stratosphere," Attorney General
Abbott said. "It boggles the mind to think how much higher the
fees might have soared had we, along with other interests, not
prevailed in establishing the fee committee."
Still, total fees paid to all professionals in this infamous
bankruptcy case are expected to exceed $1 billion.
"I hope that in future bankruptcy cases, companies like Enron will
face court proceedings in the community where the alleged crimes
were committed," he added. "Employees whose lives were destroyed
by Enron deserved to see justice in a Texas court. It is my hope
that if future cases arise, a greater restraint will be imposed on
professionals to keep fees down in the hope of recovering money
for those who were victimized by scandal."
Former top Enron executives, including Ken Lay and Jeff Skilling,
still face trial on criminal charges tied to the downfall of the
company.
Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- is in the midst of restructuring various
businesses for distribution as ongoing companies to its creditors
and liquidating its remaining operations. Before the company
agreed to be acquired, controversy over accounting procedures had
caused Enron's stock price and credit rating to drop sharply.
Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033). Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed. The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts. (Enron Bankruptcy News, Issue No.
164; Bankruptcy Creditors' Service, Inc., 15/945-7000)
ENRON CORP: Oregon PUC Approves PGE Stock Distribution
------------------------------------------------------
The Oregon Public Utility Commission approved a Portland General
Electric Company application on Dec. 14 to sever its ties to
Enron. The approval will not have a direct impact on utility
rates.
In approving the application, the Commission found the transaction
provides net benefits to ratepayers, no harm to Oregonians as a
whole and is in the public interest.
"Finally we're on the road to putting Enron behind us," Commission
Chairman Lee Beyer said. "With [this] action, PGE will return to
being an Oregon-based, independent corporation as it was before
Enron entered the picture."
The PUC's decision authorizes PGE to replace Enron's ownership by
issuing new stock. Initially, 30% of PGE's stock will be owned by
Enron's creditors with the balance held in trust by a reserve
created by the federal bankruptcy court overseeing dissolution of
the Enron estate.
The process of stock re-issuance is expected to begin in April
2006. Control of the utility will rest with an expanded PGE
board of directors with no ties to Enron.
A board of overseers, appointed by the court will over time
distribute the remaining stock to compensate creditors for unpaid
loans. The Commission authorized Stephen Cooper LLC, acting as
agent for the Reserve Overseers, to hold stock not initially given
to creditors and to distribute that stock in accord with Enron's
approved bankruptcy plan as credit claims are settled. Within two
years of the initial disbursement date, the Reserve would hold
less than 50% of the stock; within three years, less than 30%.
The Reserve's control over PGE will be no greater than that of
other individual shareholders.
Mr. Beyer noted, "There has been considerable discussion about
taxes being collected by PGE which were subsequently not paid
because their tax liability was consolidated with the bankrupt
Enron. Returning PGE to its former status as an independent
corporation, filing its own taxes, should resolve these
concerns."
The Commission action was based upon a stipulated settlement
entered into by PGE, the Citizens' Utility Board, Industrial
Customers of Northwest Utilities, Community Action Directors of
Oregon/Oregon Energy Coordinators Association and PUC staff.
The City of Portland and the Utility Reform Project objected to
the application and settlement.
The settlement extends conditions from the Enron merger to the
acquisition of stock by the Reserve. Many of these conditions
will be phased out as the Reserve holds less PGE stock. The
conditions include:
* Financial Ring-fencing:
-- After the issuance of new stock, PGE cannot pay a
dividend that would cause the common equity capital to
fall below 48 percent without Commission approval;
-- Before the issuance of new stock, PGE cannot make a
dividend distribution to Enron unless PGE has an
investment grade debt rating (senior secured debt
rating of not lower than BBB+ from Standard & Poor's)
and can reasonably expect to maintain that rating after
the distribution;
-- PGE cannot seek recovery of increases in the allowed
return on common equity and other costs of capital due
to Enron's ownership of PGE or caused by the ownership
by the Reserve of 25 percent or more of PGE stock;
-- PGE cannot seek recovery of increases in PGE's revenue
requirement that result from Enron's ownership of PGE.
* Indemnification from liabilities:
-- Enron will indemnify PGE for liabilities related to
taxes and employee benefits, and PGE agreed to hold
ratepayers harmless for any other liabilities that
arise due to Enron's ownership.
* Notice of dividends:
-- The Reserve will notify the Commission at the same time
that it notifies the public of any dividend declared by
the Board of Directors.
* Access to books:
-- PGE will provide access to books of account and all
documents, which pertain to transactions between PGE
and its affiliated interests, and the Reserve will
provide access to all books of account and documents
pertaining to PGE;
-- PGE and the Reserve will provide access to information
provided to stock and bond analysts, or rating
agencies, which relates to PGE or any affiliate that
exercises influence over PGE.
* Customer Service Benefits:
-- PGE agrees to extend current service quality measures
through 2016;
-- PGE agrees to work with customer groups to develop
several new service quality measures;
-- PGE agrees to let customer groups to address the PGE
Board of Directors.
Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- is in the midst of restructuring various
businesses for distribution as ongoing companies to its creditors
and liquidating its remaining operations. Before the company
agreed to be acquired, controversy over accounting procedures had
caused Enron's stock price and credit rating to drop sharply.
Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033). Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed. The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts. (Enron Bankruptcy News, Issue No.
164; Bankruptcy Creditors' Service, Inc., 15/945-7000)
EXIDE TECH: Implements 2004 Stock Incentive Plan for Officers
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Exide Technologies President and Chief Executive
Officer Gordon A. Ulsh discloses that Exide granted restricted
shares, stock options and performance unit awards to its
executive officers and certain other employees, pursuant to the
Company's 2004 Stock Incentive Plan:
* Gordon A. Ulsh received 198,925 options, 100,465 shares of
restricted stock, and a performance unit award of
$1,200,000;
* Mitchell S. Bregman, the president of Industrial Energy
Americas, received 30,118 options, 12,108 shares of
restricted stock, and a performance unit award of $216,000;
* Neil S. Bright, the president of Industrial Energy Europe,
received 36,529 options, 14,685 shares of restricted stock,
and a performance unit award of $261,977;
* E.J. O'Leary, the president of Transportation Americas,
received 1,785 options, 8,211 shares of restricted stock,
and a performance unit award of $247,750; and
* Stuart H. Kupinsky, executive vice president, general
counsel and secretary, received 36,602 options, 14,714
shares of restricted stock, and a performance unit award of
$262,500.
Under the SIP, options are subject to a three-year vesting
schedule with one-third of the options vesting annually beginning
on November 29, 2006. Shares of restricted stock are subject to
a five-year vesting schedule with one-fifth of the shares vesting
annually beginning November 29, 2006.
The per share exercise price for the options is $4.46, which is
calculated as a 10-day trailing average, Mr. Ulsh explains.
Performance unit awards will be payable in cash based on targets
established by the Compensation Committee:
* 50% for achievement of an Adjusted EBITDA target; and
* 50% for achievement of a return on net assets target.
The Compensation Committee has established December 1, 2005,
through March 31, 2008, as the performance period. Payment will
only be made after conclusion of the performance period and will
paid:
* 40% of the performance unit award upon achievement of 85% of
the targets; and
* 100% of the performance unit award upon achievement of 100%
of the targets and up to 200% of the performance unit award
upon achievement of 130% of the targets.
All awards will be governed by the terms of the SIP, the
Performance Unit Award Agreement, and the previously filed option
and restricted stock award agreements, Mr. Ulsh clarifies.
Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and
distributor of lead acid batteries and other related electrical
energy storage products. The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004. On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.
* * *
As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.
"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King. Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded post-employment
benefit liabilities of $380 million.
EXIDE TECH: Sovereign Agrees to Waive Secured Claim for $768,984
----------------------------------------------------------------
The United States Bankruptcy Court District of Delaware gave Exide
Technologies, Inc., and its debtor-affiliates permission to enter
into a settlement agreement resolving an adversary proceeding
against Sovereign Bank.
James E. O'Neill, Esq., at Pachulski, Stang, Zeihl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, recounts that in
October 1996, Exide Technologies and Trimarc Financial entered
into an equipment lease agreement and executed four lease
schedules. Trimarc then transferred all its rights, title and
interest in the Lease Agreement and the Equipment to New England
Capital Corporation. NECC, in turn, assigned and sold all of its
right and interest in the Lease Agreement to Sovereign in June
2000.
On March 24, 2003, Exide filed an adversary proceeding against
various lease parties, including Sovereign, seeking a declaration
that certain purported leases are actually disguised financing
agreements. In its answer to the Complaint, Sovereign denied
that the Agreement was a security interest and asserted that the
Agreement was a true lease.
To resolve their dispute, the Reorganized Debtors and Sovereign
reached a consensual settlement regarding the Complaint and the
claims against Sovereign. Under the Sovereign Settlement, the
parties agree that:
a. The Sovereign Agreement will be terminated.
b. Sovereign will waive, release and withdraw with prejudice
all of its claims against the Reorganized Debtors,
including, but not limited to, its secured claim for
$768,984. In addition, Sovereign will waive and release
any amounts owed by the Debtors under the Agreement.
c. Sovereign will transfer all of its rights, title and
interest in the equipment to Exide for $0.
d. The parties will mutually release each other with respect
to Sovereign's Claims, the Sovereign Agreement, the
Sovereign Equipment, and the allegations contained the
Complaint.
e. The Reorganized Debtors will voluntarily dismiss, with
prejudice, the Complaint as to Sovereign on the Termination
Date.
Mr. O'Neill explains that Exide owed Sovereign approximately
$175,000 for outstanding prepetition payments and over $31,000
for postpetition payments due in the first 59 days of the Chapter
11 cases under the Sovereign Agreement. Sovereign agrees to
waive these claims. Therefore, including the reversionary
values, the Sovereign Settlement represents a savings to the
Reorganized Debtors, their estates and creditors of approximately
$300,000, Mr. O'Neill says. Moreover, Sovereign agrees to waive
its secured claim for $768,984.
The Reorganized Debtors tell Judge Carey that the Sovereign
Equipment is essential to their business operations and could not
be replaced within a reasonable amount of time or at a reasonable
cost.
Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and
distributor of lead acid batteries and other related electrical
energy storage products. The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004. On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.
* * *
As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.
"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King. Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded post-employment
benefit liabilities of $380 million.
FERRO CORP: NYSE Extends Form 10-K Filing Compliance to March 31
----------------------------------------------------------------
The New York Stock Exchange granted Ferro Corporation (NYSE:FOE)
an extension of up to an additional three months to file its Form
10-K for the year ended Dec. 31, 2004. The extension is subject
to reassessment by the NYSE on an ongoing basis. If the company
does not complete its 2004 Form 10-K by Mar. 31, 2006, the NYSE
has indicated it will initiate suspension procedures.
According to Tom Gannon, chief financial officer, the company
anticipates that the audit of its restated financial statements
and annual results for 2004 will be completed in early 2006,
allowing the Company to file the delayed 10-K well within the
granted extension. The company had previously expected the 2004
10-K to be filed by Dec. 31, 2005.
Gannon said, "From a financial reporting perspective, we remain
focused on completing the 2004 10-K filing and consequently have
yet to finalize our third-quarter 2005 financial review process.
While our prior estimate of third-quarter earnings has not
changed, we will further delay releasing financial statements for
the period until after the 2004 10-K is filed. Once we finalize
the 10-K, we expect to return to a normal communications schedule
as it pertains to quarterly earnings press releases and conference
calls."
Ferro Corporation -- http://www.ferro.com/-- is a major
international producer of performance materials for industry,
including coatings and performance chemicals. The company has
operations in 20 countries and reported sales of $1.8 billion in
2004.
* * *
As reported in the Troubled Company Reporter on Nov. 22, 2005,
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit and senior unsecured debt ratings on Ferro Corp.
on CreditWatch with negative implications.
"The CreditWatch placement follows the company's announcement of
weak preliminary 2005 third-quarter earnings, which compare
unfavorably to our previous expectations for a meaningful income
improvement this year," said Standard & Poor's credit analyst
Wesley E. Chinn.
FLYI INC: UAL Corp. Submits Bid for Certain Assets
--------------------------------------------------
FLYi Inc., parent of low-fare airline Independence Air, received a
bid to purchase an unspecified chunk of its assets from its former
partner UAL Corp., Joseph Rebello of Dow Jones Newswires reports.
UAL, which is operating under its own chapter 11 proceedings,
asked the Hon. Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois to keep bidding details
confidential.
Bill Brubaker reporting for the Washington Post said United is the
second known bidder for FLYi following reports that Mesa Air Group
Inc. is also bidding.
As reported in the Troubled Company Reporter on Dec. 7, 2005, FLYi
received a number of expressions of interest from parties
interested in participating in its court-supervised auction
process, which includes proposals to:
* acquire the company as a going concern,
* invest in the company, and
* acquire specific assets.
Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)
FREESTAR TECH: Sept. 30 Balance Sheet Upside-Down by $45 Million
----------------------------------------------------------------
FreeStar Technology Corporation, fka Freestar Technologies,
delivered its quarterly results for the period ended Sept. 30,
2005, to the Securities and Exchange Commission on Dec. 6, 2005.
For the three months ended Sept. 30, 2005, the company reported a
$937,030 net loss on $602,748 of revenues, compared to a $978,196
net loss on $365,952 of revenues for the same period in 2004.
Going Concern Doubt
Russell Bedford Stefanou Mirchandani LLP raised substantial doubt
about FreeStar Technology's ability to continue as a going concern
after it audited the company's financial statements for the year
ended June 30, 2005. The auditors cited the company's difficulty
in generating sufficient cash flow to meet its obligations and
sustain operations.
As of Sept. 30, 2005, the company had total current assets of
$2.1 million and total current debts of $6.4 million, resulting in
a working capital deficit of $4.3 million. The Company had cash
and cash equivalents of $1.7 million at September 30, 2005. At
September 30, 2005, the company had an accumulated deficit of
$45,050,971. These factors raise substantial doubt as to the
Company's ability to continue as a going concern.
FreeStar Technology Corporation -- http://www.freestartech.com/--
is a payment processing company. Its wholly owned subsidiary
Rahaxi Processing Oy., based in Helsinki, is a robust Northern
European BASE24 credit card processing platform. Rahaxi currently
processes in excess of 1 million card payments per month for such
companies as Finnair, Ikea, and Stockman. FreeStar is focused on
exploiting a first-to-market advantage for its Enhanced
Transactional Secure Software (ETSS), which is a software package
that empowers consumers to consummate e-commerce transactions with
a high level of security using credit, debit, ATM (with PIN),
electronic cash or smart cards. The company, based in Dublin,
maintains satellite offices in Helsinki, Santo Domingo, Dominican
Republic, and Geneva.
GARDENBURGER INC: Sept. 30 Balance Sheet Upside-Down by $82 Mil.
-----------------------------------------------------------------
Gardenburger, Inc. delivered its annual report on Form 10-K for
the fiscal year ended Sept. 30, 2005, to the Securities and
Exchange Commission on Dec. 16, 2005.
For the year ended Sept. 30, 2005, Gardenburger Inc. incurred a
$9,452,000 net loss and a $30,370,000 working capital deficit
compared to a $7,187,000 net loss and a $616,000 working capital
deficit for the year ended Sept. 30, 2004.
For the year ended Sept. 30, 2005, the Company's accumulated
deficit widened to $105,668,000 compared to a deficit of
$91,715,000 for the year ended Sept. 30, 2004.
Heavy Debt Burden
Gardenburger is out of compliance with certain debt covenants as
of June 30, 2005, and Sept. 30, 2005, with its main lenders,
CapitalSource Finance, LLC and Annex Holdings I LP. Both
CapitalSource and Annex currently have the right to declare all of
the Company's outstanding amounts due to them under their
agreements immediately due and payable.
The Company does not currently have the cash or alternative
financing source needed in order to pay its current obligations to
CapitalSource and Annex. Gardenburger is highly leveraged and has
significant annual interest and dividend accruals related to its
convertible note payable and convertible redeemable preferred
stock, which contribute to its net losses and shareholders'
deficit. In order to maximize value for its creditors and, if
feasible, preferred shareholders, the Company is moving forward
with efforts to sell its business as a going concern.
Going Concern Doubt
Garderburger's independent registered public accounting firm,
Haskell & White LLP expressed substantial doubt about
Gardenburger's ability to continue as a going concern after it
audited the company's financial statements for the fiscal year
ended Sept. 30, 2005. The auditors pointed to the company's:
-- out of compliance with its debt covenants;
-- working capital deficiency;
-- substantial recurring losses; and
-- uncertainty regarding the outcome of its chapter 11 case.
Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and
innovates in meatless, 100% natural, low-fat food products. The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores. The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539). David S.
Kupetz, Esq., at SulmeyerKupetz represent the Debtor in its
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed $21,379,886 in assets and $39,338,646 in
debts.
As of Sept. 30, 2005, Gardenburger's balance sheet showed a
$81,979,000 shareholders' deficit compared to a $68,026,000
deficit at Sept. 30, 2004.
GENERAL CABLE: Inks EUR75 Million Loans to Fund Silec Acquisition
-----------------------------------------------------------------
General Cable Corporation (NYSE:BGC) has completed its acquisition
of the Silec energy cable business of SAFRAN SA. The company also
reported that Grupo General Cable Sistemas, S.A., a wholly owned
Spanish subsidiary of General Cable, which purchased Silec Cable,
has secured both a term loan facility and a revolving credit
facility, totaling EUR75 million.
This combined facility, which was arranged through Banco de
Sabadell, SA, will provide Euro-denominated borrowings to partly
fund the acquisition cost of Silec Cable and for general corporate
needs of the European group which now has pro-forma annual
revenues approaching $900 million.
General Cable paid approximately EUR66.4 million at closing which
represented 85% of the estimated purchase price, subject to
adjustment under the terms of the definitive transaction
agreement.
"We welcome all Silec Cable associates to General Cable and will
immediately begin to work with their management team to fully
realize the synergies created by this acquisition," Domingo
Goenaga, CEO of General Cable Europe, said.
Silec Cable, located in Montereau, France, began business in 1932,
primarily to support the local energy and telecommunications
infrastructure. With several focused factories in a campus
setting, it currently occupies a site of 100 acres, with
approximately one million square feet of manufacturing space under
roof and approximately 1,000 full time employees. The company
also operates seven distribution centers in Europe and has a long
history of technical achievement including pioneering the use of
extruded insulations in very high voltage cables.
About 60% of Silec Cable's EUR210 million of revenue in 2004 are
linked to energy infrastructure. They are one of the leaders in
Europe for energy distribution cables. In the high-voltage and
extra high-voltage market, Silec is a recognized leader around the
world providing the critical link to bring power from the grid
into major urban areas. They have products supporting 63KV up to
500KV underground applications including state-of-the-art
accessories such as pre-molded joints and engineering services
such as design, installation and complete turnkey project
capabilities. Approximately 85% of Silec's high voltage and
extra-high voltage sales are exported around the world, with Silec
Cable maintaining significant market positions in North and South
America, Europe, the Middle East, and China. The business
currently has a number of important projects in backlog including
a technically demanding 345KV cable system to be installed in the
US and several 500KV cable systems for hydro power plants in
China.
Silec Cable's industrial and specialty business represents
approximately 35% of revenues. These products include armored,
rigid and flexible industrial power cables and Low Smoke Zero
Halogen fire resistant safety cables, specialty cables for the
heavy duty manufacturing market and products supporting oil, gas,
and petrochemical exploration and electric generating activities
both on-shore and off-shore. Silec Cable also has a small and
highly focused copper and fiber communications business
representing about 5% of their revenues, principally high-end data
cables and patented ultra-compact uSHEATH optical cables which are
very easy to install.
"The acquisition of Silec represents the latest step in
positioning General Cable as a global leader in cabling systems
for the energy exploration, production, transmission and
distribution markets, which began with the 1999 acquisition of
BICC Cable," Gregory B. Kenny, President and Chief Executive
Officer of General Cable, said. "General Cable now has over $1
billion of annual revenues leveraged to energy infrastructure
markets around the world."
The Spanish term loan of EUR50 million is available in up to three
tranches, with an interest rate of Euribor plus 0.8% to 1.5%,
depending on certain debt ratios. The term loan is repayable in
14 semi-annual installments, maturing seven years following the
draw down of each tranch. The revolving credit facility of 25
million Euros matures at the end of five years and carries an
interest rate of Euribor plus 0.6% to 1%, depending on certain
debt ratios. The combined facility is subject to certain
financial ratios, the most restrictive of which is net debt to
EBITDA.
Headquartered in Highland Heights, Kentucky, General Cable
Corporation -- http://www.generalcable.com/-- makes aluminum,
copper, and fiber-optic wire and cable products. It has three
operating segments: industrial and specialty (wire and cable
products conduct electrical current for industrial and commercial
power and control applications); energy (cables used for low-,
medium- and high-voltage power distribution and power transmission
products); and communications (wire for low-voltage signals for
voice, data, video, and control applications). Brand names
include Carol and Brand Rex. It also produces power cables,
automotive wire, mining cables, and custom-designed cables for
medical equipment and other products.
* * *
General Cable Corp.'s 9.5% Senior Notes due 2010 carry Moody's
Investors Service's B2 rating and Standard & Poor's B rating.
GLOBAL CROSSING: Names Robert A. Klug as Chief Accounting Officer
-----------------------------------------------------------------
Global Crossing Limited appointed Robert A. Klug, 38, to serve as
chief accounting officer, succeeding William I. Lees, Jr., whose
employment was terminated on Dec. 16, 2005.
Mr. Klug has been employed at the Company since 1997 in various
senior financial roles, including:
* vice president cost of access (June 2004-December 2005),
* vice president finance operations (2002-June 2004),
* chief financial officer - Americas (2001-2002),
* chief financial officer - subsea operations (1999-2001), and
* chief accounting officer (1997-1999).
Prior to his tenure at the company, Mr. Klug was an audit manager
with Price Waterhouse in Canada and Bermuda for eight years.
In his new role, Mr. Klug qualifies for participation in the
Global Crossing Limited Key Management Protection Plan, which
provides enhanced severance benefits if a participant's employment
is terminated by the Company, or if he or she terminates
employment for "good reason" (generally, an unfavorable change in
employment status or compensation).
The severance benefits that Mr. Klug would be entitled to under
the plan include:
(1) a lump sum payment equal to his annual base salary plus
target bonus opportunity;
(2) a prorated portion of his annual target bonus for the year
in which the termination occurs;
(3) continuation of life and health insurance coverages for one
year; and
(4) payment for outplacement services in an amount not to
exceed 30% of his base salary.
Headquartered in Florham Park, New Jersey, Global Crossing
Ltd. -- http://www.globalcrossing.com/-- provides
telecommunications solutions over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe. Global Crossing serves
many of the world's largest corporations, providing a full range
of managed data and voice products and services. The Company
filed for chapter 11 protection on January 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188). When the Debtors filed for
protection from their creditors, they listed $25,511,000,000 in
total assets and $15,467,000,000 in total debts. Global Crossing
emerged from chapter 11 on December 9, 2003.
As of Sept. 30, 2005, Global Crossing's balance sheet reflects a
$139 million equity deficit compared to $51 million of positive
equity at Dec. 31, 2005.
HIGHWOODS PROPERTIES: Files 2004 Form 10-K & Restated Financials
----------------------------------------------------------------
Highwoods Properties, Inc. (NYSE: HIW) filed its 2004 Form 10-K,
which included restated financial results for 2002, 2003 and the
first, second and third quarters of 2004, with the Securities and
Exchange Commission. All financial information presented in this
release is on a restated and consistent basis for all periods.
Auditors' Unqualified Opinion
Ernst & Young, LLP, the company's independent auditor, has issued
an unqualified opinion on the company's financial statements
included in the 2004 Form 10-K. The company expects to report
2005 quarterly earnings and file all three Form 10-Q's for the
quarters ended March 31, June 30 and Sept. 30, 2005 by the middle
of February.
"The filing of our 2004 10-K before year-end was clearly an
important milestone and we are pleased to have this process
completed and behind us," Ed Fritsch, President and Chief
Executive Officer of Highwoods Properties, stated. "These
adjustments will not have a material impact on net income or FFO
going forward and did not impact our cash position other than
increased audit and other related expenses. As previously
reported, the adjustments related primarily to transactions or
practices that occurred or were established a number of years ago.
Our priorities have now shifted to completing the 2005 10-Qs
within the next 30 to 45 days and returning to a 'normal'
reporting schedule as soon as possible."
2004 Financial Results
For the full year ended Dec. 31, 2004, the company reported net
income attributable to common stockholders of $10.7 million. This
compares to net income of $11.8 million for the year ended
Dec. 31, 2003. FFO was $124.2 million for the year ended
Dec. 31, 2004, compared with $141.7 million for 2003. FFO was
impacted by a number of charges and credits in 2003 and 2004.
Restatement Results
As previously disclosed by the company throughout 2005, during the
preparation of its 2004 financial statements and the related audit
by E&Y, the company identified several adjustments impacting 2004
and prior periods that needed to be recorded by restating prior
period results. The restatement resulted from adjustments
primarily related to:
1) the accounting for lease incentives,
2) depreciation and amortization expense,
3) straight-line ground lease expense on one ground lease,
4) gain recognition on a 2003 land condemnation,
5) accounting for an embedded derivative in a land purchase
agreement,
6) land cost allocations,
7) the write-off of undepreciated tenant improvements and
commissions,
8) capitalization of interest costs and internal leasing,
construction and development costs on development
properties, and
9) purchase accounting for acquisitions completed in 1995 to
1998.
Highwoods Properties, Inc. -- http://www.highwoods.com/-- a
member of the S&P MidCap 400 Index, is a fully integrated,
self-administered real estate investment trust that provides
leasing, management, development, construction and other
customer-related services for its properties and for third
parties. As of March 31, 2005, the company owned or had an
interest in 504 in-service office, industrial and retail
properties encompassing approximately 39.5 million square feet.
Highwoods also owns 1,115 acres of development land. Highwoods is
based in Raleigh, North Carolina, and its properties and
development land are located in Florida, Georgia, Iowa, Kansas,
Maryland, Missouri, North Carolina, South Carolina, Tennessee and
Virginia.
Highwoods Properties, Inc.'s 7-1/2% Notes due April 15, 2018 carry
Moody's Investors Service's Ba1 rating.
J. CREW: Increases Initial Public Offering to $355 Million
----------------------------------------------------------
J. Crew Group supplemented its Registration Statement filed with
the U.S. Securities and Exchange Commission for its proposed
initial public offering of its common stock.
The Company increased its planned offering to $355 million from
$200 million.
The Company estimates that its net proceeds from offering will be
approximately $327.8 million, or approximately $377.6 million if
the underwriters exercise their over-allotment option in full.
The shares will be offered by a group of underwriters led by
Goldman, Sachs & Co. and Bear, Stearns & Co. Inc. The group is
composed of:
* Banc of America Securities LLC,
* Citigroup Global Markets Inc.,
* Credit Suisse First Boston LLC,
* J.P. Morgan Securities Inc.,
* Lehman Brothers Inc., and
* Wachovia Capital Markets, LLC.
The Company will use the net proceeds of the offering, along with
the proceeds of a sale of $73.5 million of its common stock to
Texas Pacific Group, its majority shareholder, and borrowings
under a new term loan that the Company expects to enter into, to
redeem its outstanding cumulative preferred stock and some of its
outstanding debt and to pay related costs. The sale of common
stock to Texas Pacific Group is contingent upon the completion of
the initial public offering and the redemption of the Company's
preferred stock. The common stock to be sold to Texas Pacific
Group will not be registered under the Securities Act of 1933, and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
The Company specifically plans to:
-- redeem all outstanding $92.8 million liquidation value of
its 14-1/2% Cumulative Preferred Stock;
-- redeem all outstanding $32.5 million liquidation value of
its 14-1/2% Cumulative Redeemable Preferred Stock;
-- redeem all $21.7 million aggregate principal amount of
outstanding 13-1/8% Senior Discount Debentures due 2008;
-- conduct a tender offer and consent solicitation to
repurchase any and all of 9-3/4% Senior Subordinated Notes
due 2014 issued by J. Crew Operating Corp., a wholly owned
subsidiary; and
-- redeem any of Operating's 9-3/4% Notes that remain
outstanding after the tender offer.
TPG-MD Investment, LLC, an entity controlled by TPG Partners II,
L.P., and chairman of the board, Millard Drexler, has agreed to
convert Operating's 5.0% Notes Payable due 2008 into shares of the
Company's common stock at a conversion price of $6.82 per share of
common stock immediately prior to the consummation of the
offering.
The Company disclosed the sources and uses of funds in connection
with the offering:
Amount
Sources of Funds (In thousands)
---------------- --------------
Proceeds from the offering $ 355,000
Net proceeds from the TPG Subscription 73,500
New Term Loan 295,000
Credit Facility(1) --
Cash on hand 10,339
--------------
Total sources $ 733,839
==============
Uses of Funds
-------------
Redemption of the Series A Preferred Stock $ 289,320
Redemption of the Series B Preferred Stock 101,325
Redemption of the 13-1/8% Debentures(2) 21,667
Repurchase or redemption of the 9-3/4% Notes(3) 279,144
Payment of accrued interest 9,443
Transaction fees and expenses(4) 32,940
--------------
Total uses $ 733,839
==============
Notes:
(1) The Credit Facility provides for revolving loans and letter of credit
accommodations of up to $170 million (which may be increased to $250 million
subject to certain conditions).
(2) The 13-1/8% Debentures may be redeemed at the Company's option at 100% of their
principal amount. The Company assumed that it will redeem the-13 1/8%
Debentures at 100% of their principal amount.
(3) The 9-3/4% Notes may be redeemed at Operating's option, in whole or in part, at
101% of their principal amount at any time until June 23, 2006. The Company
assumed that all of the 9-3/4% Notes will be tendered and repurchased at
101.507% of their principal amount in the tender offer.
(4) Includes estimated commitment, placement and other transaction fees and legal,
accounting and other costs payable in connection with the transactions.
A full-text copy of the Supplemented Registration Statement is
available for free at http://ResearchArchives.com/t/s?3f1
J. Crew Group is a nationally recognized retailer of men's and
women's apparel, shoes and accessories. The Company operates
157 retail stores, the J. Crew catalog business,
http://www.jcrew.com/and 45 factory outlet stores.
As of October 29, 2005, J. Crew's equity deficit narrowed to
$525 million from a $578 million deficit at October 30, 2004.
* * *
As reported in the Troubled Company Reporter on Dec. 19, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on specialty apparel retailer J. Crew Group Inc. to 'B'
from 'B-'. The rating remains on CreditWatch with positive
implications due to the planned recapitalization of the company,
which includes an IPO of its common stock and debt refinancing.
As reported in the Troubled Company Reporter on Sept. 22, 2005,
Moody's placed the ratings of J. Crew Group, Inc. on review for
possible upgrade following the company's filing for an upcoming
initial public offering and plan to utilize the proceeds to de-
lever its balance sheet.
These ratings were placed on review for possible upgrade:
* Corporate family rating of B3
* Senior discount notes of Caa2
JAG MEDIA: October 31 Balance Sheet Upside-Down by $2 Million
-------------------------------------------------------------
JAG Media Holdings, Inc., delivered its quarterly report on Form
10-QSB for the quarterly period ending Oct. 31, 2005, to the
Securities and Exchange Commission on Dec. 20, 2005.
For the three months ended Oct. 31, 2005, JAG Media incurred a
$594,554 net loss, compared to a $217,101 net loss for the three
months ended Oct. 31, 2004. As of Oct. 31, 2005, the Company had
cash and cash equivalents available totaling $333,000, a working
capital deficiency of $73,000 and an accumulated deficit of
45,033,660.
As of Oct. 31, 2005, the Company had total assets of $505,979 and
total liabilities of $2,420,568.
Going Concern Doubt
The Company's management believes that in the absence of a
substantial increase in subscription revenues, it is probable that
JAG Media will continue to incur losses and negative cash flows
from operating activities through at least Oct. 31, 2006, and that
it will need to obtain additional equity or debt financing to
sustain its operations until it can market its services, expand
its customer base and achieve profitability. JAG Media believes
these matters raise substantial doubt about its ability to
continue as a going concern.
Headquartered in Boca Raton, Florida, JAG Media Holdings, Inc., is
a provider of Internet-based equities research and financial
information that offers its subscribers a variety of stock market
research, news, commentary and analysis, including "JAG Notes",
the Company's flagship early morning consolidated research
product. Through the Company's wholly owned subsidiary TComm (UK)
Limited, the Company also provides various video streaming
software solutions for organizations and individuals. The
Company's Web sites are located at http://www.jagnotes.com/and
http://www.tcomm.co.uk/and http://www.tcomm.tv/
As of Oct. 31, 2005, JAG Media's balance sheet showed a
stockholders' deficit of $1,914,593.
KAISER ALUMINUM: Asks Court to Disallow Pension & Benefit Claims
----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates sponsor
these eight pension plans:
-- the Kaiser Aluminum Pension Plan,
-- the Kaiser Aluminum Inactive Pension Plan,
-- the Kaiser Aluminum Los Angeles Extrusion Pension Plan,
-- the Kaiser Center Garage Pension Plan,
-- the Kaiser Aluminum Tulsa Pension Plan,
-- the Kaiser Aluminum Bellwood Pension Plan,
-- the Kaiser Aluminum Sherman Pension Plan, and
-- the Kaiser Aluminum Salaried Employees Retirement Plan.
Kimberly Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Salaried Employees
Retirement Plans provided benefits for salaried retirees while the
seven other plans cover hourly union employees.
The Pension Benefit Guaranty Corporation terminated the Salaried
Plan on December 17, 2003. Following a request from the Debtors,
the U.S. Bankruptcy Court for the District of Delaware ruled on
February 5, 2004, that the Debtors had met the requirements for a
distress termination of all the hourly plans other than the Garage
Plan.
Thus, it approved the termination of certain of the hourly plans
and authorized the Debtors to institute certain replacement
pension plans, subject to the PBGC's right to review and
potentially challenge the replacement plans pursuant to its policy
regarding abusive follow-on plans.
In March 2004, the PBGC appealed the portions of the order finding
that the Debtors satisfied the criteria for a distress termination
of the Los Angeles, Tulsa, Bellwood, and Sherman Plans. On
June 30, 2004, the PBGC terminated the Inactive Plan.
Following lengthy negotiations with the PBGC, the Debtors entered
into a settlement agreement with the PBGC on October 14, 2004,
resolving, among other things, the dispute relating to the
proposed termination of the hourly plans. The Court approved the
Agreement on January 25, 2005.
Pursuant to the terms of the PBGC Settlement Agreement, the
Debtors will continue sponsorship of the Los Angeles, Garage,
Tulsa, Bellwood, and Sherman Plans -- the Retained Plans -- while
the PBGC assumed the KAP Plan as of April 30, 2004.
As for the pension plans the PBGC has terminated and assumed --
the Salaried, Inactive Plan and KAP Plans -- the PBGC was allowed
a $616,000,000 unsecured claim in respect of the unfunded benefit
liabilities of those plans pursuant to the PBGC Settlement
Agreement.
Debtors' Retiree Benefit Obligations
Ms. Newmarch says that in addition to their substantial pension
obligations, the Debtors also have obligations to provide medical,
surgical, hospital, disability, death and other retiree benefits
to retired salaried employees and their spouses and dependents and
to retired hourly employees and their spouses and dependents.
In 2003 and the beginning of 2004, the Debtors met numerous times
with the Retirees' Committee, the United Steelworkers of America
and the International Association of Machinists and Aerospace
Workers to attempt to reach negotiated agreements restructuring
the Debtors' retiree medical benefit obligations to levels that
would allow them to formulate a viable plan of reorganization.
The Debtors also sought to reach agreements with the USW and the
IAM to terminate the hourly plans applicable to retirees
represented by the USWA and IAM and institute certain replacement
pension plans.
The Debtors eventually reached agreements with the Retirees'
Committee, the USWA and the IAM. The Debtors also reached
substantially similar agreements in the Legacy Liability
Agreements with the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America, the
Paper, Allied Industrial Chemical and Energy Workers Union and the
International Chemical Workers Council.
Pursuant to the Legacy Liability Agreements, the existing Retiree
Benefits Plans would be terminated and the retirees would be given
the option to either pay premiums for continued medical coverage
or be eligible to receive Retiree Benefits provided pursuant to a
voluntary employee beneficiary association trust.
On June 1, 2004, although an intercompany claims settlement had
not yet been finalized, the Court ordered the Legacy Liability
Agreements effective and authorized the Debtors to proceed with
implementation of the agreements.
On February 1, 2005, the Court approved the negotiated
modifications to the Legacy Liability Agreement with the USWA
which became necessary after negotiations with the PBGC over the
termination of the hourly plans and institution of certain
replacement pension plans. The Court approved a second and
amended agreement on October 21, 2005.
Debtors Dispute Want Pension & Retiree Benefit Claims
The Debtors receive 124 proofs of claim that were filed by, or on
behalf of, certain active and former employees asserting a claim
for pension benefits related to either one of the Retained Plans
or one of the PBGC Plans, as well as claim for retiree benefits.
The Pension & Retiree Benefit Claims include:
Modified
Claimant Claim No. Claim Amt. Debtor
-------- --------- ---------- ------
James L. Chapman 7309 $455,000 KACC
Dean D. Dykes 7096 383,739 KAC
Diana Dykes 7097 578,077 KAC
James M. Hunter 1196 350,000 KACC
Robert James 647 500,000 KAC
Ms. Newmarch says the Debtors have reviewed the claims and
determined that each is improperly asserted because it is a claim
for:
(a) retiree benefits, in which case the Claimants asserting
these claims are bound by the terms of the applicable
Legacy Liability Agreement;
(b) future pension benefits under one of the retained plans,
in which case the pension benefits will continue to be
paid in full in the ordinary course; and
(c) pension benefits under one of the PBGC Plans, in which
case the claim is duplicative of the allowed claim of
the PBGC in respect of the unfunded benefit liabilities
of the PBGC Plans and preempted by the Employee
Retirement Income Security Act of 1974.
For these reasons, the Debtors ask the Court to disallow and
expunge the claims.
Retirees Committee Replies
The Official Committee of Retired Salaried Employees contends that
the Debtors should specify that each of the contested proofs of
claim would be disallowed only to the extent the claim is for
retiree benefits or for payment of pension obligations that have
been expressly assumed by the Debtors or the PBGC.
Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, in
Wilmington, Delaware, says the Retiree Committee has not reviewed
the listed proofs of claim but that it is likely that a number
include claims for unpaid severance, bonuses, salary,
reimbursement of expenses, pension rights that are not under plans
assumed by the Debtors or the PBGC, or other claims that were not
resolved by the settlement agreements concerning medical and life
insurance benefits.
Two Retirees Object
Retirees Larry K. Nuzum and James M. Hunter object to Debtors'
request to exclude their claims.
Mr. Nuzum says Kaiser has an obligation to pay him $7,810 under
Claim No. 1823 for payments made to the company for health
insurance that was promised to him at no cost as part of his
retirement benefits. He says he cannot collect from VEBA or the
PBGC because of this.
Mr. Hunter asks the Court to deny the Debtors' request and compel
the Debtors, instead, to pay him. He argues that ERISA does not
preempt his claim nor is it duplicative of the allowed claim of
PBGC. The claim is also not a pension benefit that will be paid
in the normal course nor is it for retiree benefit obligations
that have been restructured.
Mr. Hunter adds that the disallowance of his and other salaried
employees' claims would result in preferential treatment of
certain creditors in the same class, to the detriment of other
creditors in the same class. He points out as an example that the
allowances for claims by the salaried employees are considerably
less than those for claims by the hourly employees.
The failure of the Debtors to provide for legacy costs associated
with retirees is inconsistent with the terms of employment and is
"unethical," he notes. Allowing the Debtors to reorganize after
evading the corporation's lawful obligations borders on the abuse
of the bankruptcy process, Mr. Hunter further says.
Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications. The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases. Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts. On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 86; Bankruptcy Creditors'
Service, Inc., 215/945-7000)
KAISER ALUMINUM: Wants Insurers' Confirmation Objections Overruled
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 2, 2005,
several parties-in-interest in Kaiser Aluminum Corporation and its
debtor-affiliates' cases filed objections to the confirmation of
the Remaining Debtors' second amended plan of reorganization filed
on September 7, 2005:
1. Santown Limited Partnership;
2. United States Trustee;
3 Internal Revenue Service;
4. Official Committee of Retired Salaried Employees;
5. Texas Comptroller of Public Accounts;
6. Clark Public Utilities; and
7. Law Debenture Trust Company of New York.
As previously reported in the Troubled Company Reporter on
December 20, 2005, another set of Insurers complain that the
Debtors' contributions to the Asbestos Personal Injury Trust fail
to satisfy the minimum funding requirements of Section 524 of the
Bankruptcy Code:
* Columbia Casualty Insurance Company
* Transcontinental Insurance Company
* Harbor Insurance Company
* Continental Insurance Company
* Westport Insurance Corporation
* TIG Insurance Company
* Republic Indemnity Company
* Transport Insurance Company
* ACE Property and Casualty Company
* Century Indemnity Company
* Industrial Underwriters Insurance Company
* Pacific Employers Insurance Company
* St. Paul Mercury Insurance Company
* Industrial Indemnity Company
* Hudson Insurance Company
Reorganizing Debtors & Asbestos Committee Respond
to Insurers' Objection
Gregory M. Gordon, Esq., at Jones Day, in Dallas, Texas, reminds
the U.S. Bankruptcy Court for the District of Delaware that Kaiser
Aluminum Corporation and its debtor-affiliates have made an
extraordinary effort to eliminate any effect the Plan might have
on the Insurers. "Indeed, even prior to the most recent
modifications made to appease the Insurers, the Plan was insurance
neutral." Mr. Gordon notes that as originally proposed, the Plan
preserved every defense to coverage that any PI Insurance Company
possessed except that the insurers could not seek to be relieved
from liability under their policies based solely on:
(i) the transfer of the Reorganizing Debtors' rights to
proceeds from the Included PI Trust Insurance Policies to
the Funding Vehicle Trust pursuant to the Plan; or
(ii) the drafting, proposing, confirmation or consummation of
the Plan or the discharge or release of the Reorganizing
Debtors from liability for Channeled Personal Injury
Claims pursuant to the Plan.
According to Mr. Gordon, these insurance neutrality provisions in
the Plan left the Insurers free to advance against the Funding
Vehicle Trust, in future coverage litigation, any argument or
defense that they could have advanced against the Reorganizing
Debtors if the Reorganizing Debtors had:
(a) retained, rather than transferred, their rights to
insurance proceeds, and
(b) not filed a chapter 11 reorganization.
Notwithstanding that the Insurers were retaining all of the usual
defenses to coverage, including defenses based on the
reasonableness of the PI Trust Distribution Procedures and the
settlement of, or the value assigned to, any individual Channeled
Personal Injury Claim pursuant to the applicable PI Trust
Distribution Procedures, following approval of the disclosure
statement, the Insurers served extensive discovery on each of the
Reorganizing Debtors, the Official Committee of Asbestos
Claimants, Martin J. Murphy as legal representative for future
asbestos claimants, and Anne M. Ferazzi as legal representative
for future silica and coal tar pitch volatiles claimants, covering
a broad spectrum of topics allegedly relating to confirmation of
the Plan.
The Insurers, or a subgroup of the Insurers, also filed several
motions, including:
(i) a motion to access exhibits attached to verified
Bankruptcy Rule 2019 statements filed by various entities
and individuals representing more than one tort claimant,
alleging that the Insurers "will be prejudiced if they are
prevented from reviewing statements filed on behalf of
tort claimants when those statements contain material
information relevant to the imminent confirmation
proceedings";
(ii) a motion for a more definite statement regarding alleged
ambiguities in the insurance neutrality provisions that
the Insurers contended prevented them from determining
whether their rights would be affected by the Plan,
thereby purportedly prejudicing their ability to
adequately and fairly conduct discovery;
(iii) an omnibus objection to 100 silica personal injury claims
and a motion seeking authority to file an omnibus
objection against all remaining silica personal injury
claims; and
(iv) a motion for summary adjudication in the state court
coverage litigation, seeking a declaration that KACC "may
not, without its insurers' consent, assign rights under
third-party liability policies . . . for bodily injury
claims alleging exposure to asbestos-containing products
manufactured and distributed by [KACC]."
Although the Reorganizing Debtors and their principal tort
constituencies believed that these pleadings and the Insurers'
requested discovery were insupportable and grossly overreaching in
light of the Plan's broad preservation of the Insurers' coverage
defenses, to resolve the issues raised in all of these various
pleadings, the Reorganizing Debtors, the Asbestos Committee, the
Asbestos Representative and the Silica Representative negotiated
with the Insurers over several weeks and ultimately entered into a
stipulation and agreed order, which was approved by the Court on
November 14, 2005.
Pursuant to the Stipulation, the Reorganizing Debtors agreed to
make modifications to the Plan to provide, inter alia, that:
(i) the PI Insurer Coverage Defenses preserved under the Plan
include "all defenses at law or in equity that any PI
Insurance Company may have under applicable non-bankruptcy
law", and
(ii) "[n]othing in the Plan, any Exhibit to the Plan, the
Confirmation Order, any finding of fact and/or conclusion
of law with respect to the Confirmation of the Plan, shall
limit the right of any PI Insurance Company, in any PI
Insurance Coverage Action, to assert any PI Insurer
Coverage Defense."
Additionally, Mr. Gordon continues, the modification specifically
addressed the collateral effects of confirmation and provided that
neither the Court's approval of the Plan, the PI Trust
Distribution Procedures or the Plan Documents, nor the
Confirmation Order, would, with respect to any PI Insurance
Company, constitute an adjudication, or be used as evidence to
prove:
(a) that any of the Debtors, the Trusts, or any PI Insurance
Company is liable for, or otherwise obligated to pay with
respect to, any individual Channeled Personal Injury
Claim;
(b) that the procedures established by the Plan, including the
PI Trust Distribution Procedures, for evaluating and
paying Channeled Personal Injury Claims are reasonable and
consistent with any procedures that were used to evaluate
or settle Channeled Personal Injury Claims against the
Debtors before the Petition Date;
(c) that the settlement of, or the value assigned to, any
individual Channeled Personal Injury Claim pursuant to the
PI Trust Distribution Procedures was reasonable and/or
otherwise appropriate;
(d) that any of the PI Insurance Companies participated in and
consented to the negotiation of the Plan, the PI Trust
Distribution Procedures or any of the Plan Documents;
(e) that any of the Debtors or the Trusts have suffered an
insured loss with respect to any Channeled Personal Injury
Claim; or
(f) as to the liability, or amount thereof on an aggregate
basis or for any individual claim, of the Debtors or any
of the Trusts for Channeled Personal Injury Claims.
Mr. Gordon asserts that the modifications provided that nothing in
the Plan, the Plan Documents, the Confirmation Order, or any
findings of fact and conclusions of law with respect to the
confirmation or consummation of the Plan will limit the right of
any PI Insurance Company to assert any PI Insurer Coverage
Defense.
Thus, Mr. Gordon contends, the two limited exceptions to the PI
Insurer Coverage Defenses preserved under the Plan have now been
eliminated, although the issue of whether the transfer of the
Reorganizing Debtors' rights under the Included PI Trust
Insurance Policies to the Funding Vehicle Trust is valid under the
Bankruptcy Code, as a matter of federal law must be determined in
the Bankruptcy Court.
"Accordingly, the Plan, as amended by the Plan modifications set
forth in the Stipulation, is unquestionably insurance neutral.
And the only issue relating to confirmation of the Plan in which
the Insurers legitimately have an interest is whether, under the
Bankruptcy Code, the Reorganizing Debtors may transfer their
rights to proceeds from the Included PI Trust Insurance Policies
to the Funding Vehicle Trust for the benefit of the PI Trusts,"
Mr. Gordon says.
Despite the fact that the Plan preserves all of the Insurers'
coverage defenses without exception, Mr. Gordon notes that the
Insurers raise a litany of legal arguments, some of which directly
contradict each other, in the hopes of convincing the Court that
the anti-assignment provisions in the subject insurance policies
operate to essentially prevent the Reorganizing Debtors from
utilizing their insurance to satisfy asbestos and other tort
claims under a plan of reorganization.
If the Insurers' position were somehow correct, Mr. Gordon says,
no debtor with significant insurance coverage for asbestos
liabilities could utilize the Section 524(g) structure formulated
by Congress without the express consent of its insurance carriers.
The Bankruptcy Code, however, contains no provision even remotely
imbuing the insurers with veto power over a Section 524(g) trust
structure. To the contrary, the Bankruptcy Code contains a number
of provisions that make clear that anti-assignment provisions like
those on which the insurers rely are of no force and effect in a
bankruptcy case and cannot be used as an impediment to a chapter
11 reorganization. Furthermore, Mr. Gordon adds, the opinion of
the United States Court of Appeal for the Third Circuit in
Combustion Engineering, which is consistent with virtually every
other reported decision interpreting Section 1123(a) of the
Bankruptcy Code, makes clear that the transfer of insurance
proceeds to a Section 524(g) trust notwithstanding any anti-
assignment provisions in the subject insurance policies is valid
and enforceable pursuant to sections 541 and 1123(a)(5) of the
Bankruptcy Code.
The Insurers' objections, however, are not limited to the issue of
the Transfer, but also address issues that have no conceivable
effect on the Insurers. Specifically, Mr. Gordon relates, the
Insurers argue that the manner in which the Asbestos PI Trust will
be funded under the Plan does not comply with the funding
requirements under section 524(g) of the Bankruptcy Code.
"Whether the Plan satisfies the minimum funding requirements or
not -- which it clearly does -- is of no practical consequence to
the Insurers, who will not be entitled to any distributions from
the Asbestos PI Trust and whose obligations under their PI Trust
Insurance Policies are unaffected by the Plan. Moreover, the
asbestos claimants, the only parties who have a stake in how the
Asbestos PI Trust is funded, overwhelmingly have voted to support
the Plan, and neither the Asbestos Committee, the Asbestos
Representative nor any asbestos claimant has asserted any
objection to the Plan. At bottom, the Insurers are attempting to
derail the confirmation of a fully and overwhelmingly consensual
plan of reorganization in a misguided effort to escape their
responsibilities under applicable insurance policies, even without
a trial of their coverage defenses."
The Insurers lack standing to even raise any objections to the
manner in which the Asbestos PI Trust will be funded and,
nonetheless, the objections are meritless, the Debtors and the
Asbestos Committee contend.
Attorneys at Campbell & Levine LLC and Caplin & Drysdale Chartered
represent the Asbestos Committee.
The Silica Representative and Asbestos Representative fully
support the Debtors' Response to the Insurers' Objection.
Reorganizing Debtors Reply to Other Objections
Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Debtors have received 15
objections to confirmation, four of which have been resolved by
language proposed in the Confirmation Order, modifications to the
Plan or other agreements between the parties.
The Debtors believe that each of the unresolved objections should
be overruled in its entirety.
Santown Limited Partnership objects to the assumption under the
Plan of its lease with the Debtors because the Reorganizing
Debtors have not cured or provided adequate assurance that they
will cure certain defaults under the Santown Lease, allegedly
totaling $2,400,000.
Ms. Newmarch notes that the Plan provides that, unless otherwise
agreed by the parties to the contract, cure amount claims will be
paid in cash on the Effective Date or, if there is a dispute
regarding the amount of a cure claim, following the entry of a
final order resolving the dispute. The Plan further provides that
a Court order entered on or prior to the confirmation date will
specify the procedures for providing notice of the cure amount
claim, if any, that the applicable Reorganizing Debtor believes it
would be obligated to pay. Santown then will have ample
opportunity to object to any amount that the Reorganizing Debtors
believe they would be obligated to pay in connection with the
assumption of the lease.
Ms. Newmarch also points out that the Reorganizing Debtors have
indicated their intent to assume the Santown Lease.
Elizabeth Black, who objected to being an "injuncted party" and to
the release of any liability or claims against any of the parties
or insurance entities, failed to articulate any basis for a claim
against the Reorganizing Debtors' estates or any basis to support
her status as a party in interest. As a result, Ms. Newmarch says
Ms. Black does not have standing to assert an objection to
confirmation of the Plan.
Meanwhile, Patty Greiner wrote a letter to the Court on behalf of
her father who is a holder of Senior Subordinated Notes to express
dissatisfaction with the Plan's proposed treatment of Senior
Subordinated Note Claims in Subclass 9A. However, Ms. Newmarch
contends that based on the contractual subordination provisions of
the Senior Subordinated Note Indenture and the terms of the 7-3/4
SWD Revenue Bond Settlement, any recovery on account of the claims
will be distributed instead to the holders of Senior Notes and the
holders of 7-3/4% SWD Revenue Bonds. No one has challenged the
enforceability of the contractual subordination provisions in
connection with distributions to be made under the Plan.
Accordingly, the Black and Greiner Objections must be overruled.
On Clark Public Utilities' objection, to the extent the Plan
"purports to divest other adjudicative bodies of their exclusive
jurisdiction to hear and determine certain matters" and "prevents
Clark from seeking appropriate relief from FERC," the Debtors
maintain that nothing in the Plan seeks to eliminate the exclusive
jurisdiction of the Federal Energy Regulatory Commission over any
issue or the jurisdiction of any other adjudicative body or court.
Article XIII of the Plan merely provides that the "Bankruptcy
Court will retain jurisdiction over the Reorganization Cases after
the effective date as is legally permissible."
As for Clark's objection that the Plan does not provide for a
reserve for claims that have been disallowed, the Debtors point
out that it fully protects Clark's claims until the Court's
adjudication of the Debtors' pending objection to the claims.
Law Debenture Trust Company's objection to the Plan has been
previously overruled by the Court in connection with the
Liquidating Debtors' Plans.
Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications. The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases. Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts. On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 86; Bankruptcy Creditors'
Service, Inc., 215/945-7000)
KENNETH MEAD: U.S. Trustee Unable to Appoint Creditors' Committee
-----------------------------------------------------------------
Felicia S. Turner, the United States Trustee for Region 21,
reports to the U.S. Bankruptcy Court for the Middle District of
Florida, Jacksonville Division, that she is unable to appoint an
Official Unsecured Creditors Committee of Kenneth H. Mead's
chapter 11 proceeding pursuant to Section 1102 of the Bankruptcy
Code.
Ms. Turner tells the Court that an insufficient number of
creditors indicated their willingness to serve as Committee
members.
Headquartered in Ocala, Florida, Kenneth H. Mead filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case
No. 05-13930). Ronald Bergwerk, Esq., at the Law Offices of
Ronald Bergwerk represents the Debtor. When Mr. Mead filed for
protection from his creditors, he estimated assets and debts of
more than $100 million.
KRISPY KREME: Completes Restructuring of New England Assets
-----------------------------------------------------------
Krispy Kreme Doughnut Corporation, a wholly owned subsidiary of
Krispy Kreme Doughnuts, Inc. (NYSE: KKD), reached an agreement
with Jan Dough, LLC, KKDC's joint venture partner in New England
Dough, LLC, regarding the distribution of New England Dough's
assets.
New England Dough is KKDC's franchisee in the New England market.
Prior to this transaction, KKDC owned a 60% interest in New
England Dough.
Under the agreement, New England Dough will distribute
approximately $1.5 million to KKDC, as well as the development
rights for the New England territory, which includes
Massachusetts, Connecticut and Rhode Island. New England Dough
will transfer its stores located in Milford, Connecticut;
Cranston, Rhode Island; and Dedham, Massachusetts to Northeast
Doughnuts, LLC, a wholly-owned subsidiary of KKDC. Jan Dough will
receive from New England Dough all of its interest in the store
located at Mohegan Sun. New England Dough's three remaining
stores were closed and the affairs of New England Dough will be
wound down.
"This transaction represents another step forward in Krispy
Kreme's restructuring process," said Steve Panagos, President and
Chief Operating Officer of Krispy Kreme. "We believe that the New
England region has significant growth potential and we look
forward to continuing to serve this important market."
Freedom Rings Closes Last Stores
Freedom Rings, LLC, KKDC's wholly owned subsidiary and franchisee
in the Philadelphia region, has closed its remaining four
locations. Freedom Rings has been operating under Chapter 11
bankruptcy protection since Oct. 16, 2005.
Headquartered in Winston-Salem, North Carolina, Freedom Rings
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide. The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. Del. Case No. 05-14268). M.
Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew Barry
Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtor in its restructuring efforts. When the Debtor filed for
protection from its creditors, it estimated between $10 million to
$50 million in assets and debts.
Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed. Krispy Kreme currently operates
approximately 350 stores and 60 satellites in 45 U.S. states,
Australia, Canada, Mexico, the Republic of South Korea and the
United Kingdom.
KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings. The Monitor
is attempting to sell the KremeKo business.
IMMUNE RESPONSE: Begins Common Stock Trading in the OTCBB
---------------------------------------------------------
The Immune Response Corporation (OTCBB:IMNR) disclosed the listing
of its common stock on the OTC Bulletin Board at the open of
business on Dec. 19, 2005.
About the OTC Bulletin Board
The OTC Bulletin Board -- http://www.otcbb.com/-- is a regulated
quotation service that displays real-time quotes, last-sale
prices, and volume information in Over-The-Counter equity
securities. OTCBB securities include national, regional, and
foreign equity issues, warrants, units, ADRs, and Direct
Participation Programs.
About The Immune Response Corporation
The Immune Response Corporation (Nasdaq:IMNR) --
http://www.imnr.com/-- is a biopharmaceutical company dedicated
to becoming a leading immune-based therapy company in HIV and
multiple sclerosis. The company's HIV products are based on
its patented whole-killed virus technology, co-invented by company
founder Dr. Jonas Salk, to stimulate HIV immune responses.
REMUNE(R), currently in Phase II clinical trials, is being
developed as a first-line treatment for people with early-stage
HIV. The company has initiated development of a new immune-based
therapy, IR103, which incorporates a second-generation
immunostimulatory oligonucleotide adjuvant and is currently in
Phase I/II clinical trials in Canada and the United Kingdom.
The Immune Response Corporation is also developing an immune-based
therapy for MS, NeuroVax(TM), which is currently in Phase II
clinical trials and has shown potential therapeutic value for this
difficult-to-treat disease.
* * *
Going Concern Doubt
Levitz, Zacks & Ciceric, expressed substantial doubt about The
Immune Response Corporation's ability to continue as a going
concern after it audited the company's financial statements for
the fiscal year ended Dec. 31, 2004. The auditors point to
operating and liquidity concerns which resulted from the company's
significant net losses and negative cash flows from operations.
The company has incurred net losses since inception and has an
accumulated deficit of $339,293,000 as of June 30, 2005. The
company says it will not generate meaningful revenues in the
foreseeable future.
At Sept. 30, 2005, Immune Response's balance sheet showed a
$3.3 million stockholders' deficit, compared to $4.5 million of
positive equity at Dec. 31, 2004.
LEGACY ESTATE: Courts Okays Murray & Murray as Bankruptcy Counsel
-----------------------------------------------------------------
The Legacy Estate Group LLC sought and obtained authority from the
U.S. Bankruptcy Court for the Northern District of California to
employ Murray & Murray, as its bankruptcy counsel.
Murray & Murray is expected to:
(a) provide aid and assistance in the administration of the
Debtor's chapter 11 case;
(b) advise the Debtor concerning its rights and
responsibilities under the Bankruptcy Code as a debtor and
debtor-in-possession;
(c) provide continued representation in all negotiations and
proceedings involving creditors and other parties in
interest in matters relating to, inter alia, the
administration of the bankruptcy estate and terms of the
Chapter 11 plan of reorganization;
(d) assist in the formulation of a disclosure statement
regarding its Chapter 11 plan;
(e) assist in the formulation of a viable plan of
reorganization;
(f) assist in confirmation of a Chapter 11 plan; and
(g) represent the Debtor in all other legal aspects of its
chapter 11 case.
The Debtor discloses that the Firm's professionals bill:
Professional Hourly Rate
------------ -----------
John Walshe Murray, Esq. $495
Janice M. Murray, Esq. $465
Stephen T. O'Neill, Esq. $410
Robert A. Franklin, Esq. $395
Doris A. Kaelin, Esq. $375
Cheryl A. Jordan, Esq. $355
Stephanie Kain Ferrill, Esq. $295
Lovee D. Sarenas, Esq. $260
Matthew A. Taylor, Esq. $225
The Debtor further discloses that Law Clerks and Paralegals will
bill $150 per hour.
The Debtor tells the Court that the Firm was paid $160,000 as an
advance retainer to represent both the Debtor and Connaught in
their bankruptcy cases.
To the best of Debtor's knowledge, the Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code
Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659). John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at Law Offices of Murray and
Murray represent the Debtors in their restructuring efforts. When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts between $50
million and $100 million.
MCLEODUSA INC: Selling Aircraft to Hunt Lindsey for $10.1 Million
-----------------------------------------------------------------
On Nov. 29, 2005, McLeodUSA Network Services, Inc., and Hunt
Lindsey, LLC, entered into an Aircraft Purchase Agreement.
At the Dec. 15, 2005, hearing on the Debtors' Disclosure
Statement and Plan of Reorganization, the Hon. John H. Squires of
the U.S. Bankruptcy Court for the Northern District of Illinois
authorized the Debtors to consummate the Corporate Aircraft Sale
Agreement. The assets sold under the Corporate Aircraft Sale
Agreement include a Dassault Falcon 50, the aircraft's engines and
other equipment avionics and accessories, free and clear of all
liens, claims and encumbrances.
Hunt Lindsey will pay $10,100,000 to the Debtors. The Debtors
will pay for the costs associated with position the Aircraft to
Wichita, Kansas, on the Closing Date. The parties will share the
fees charged by the Escrow Agent -- Insured Aircraft Title
Service, Oklahoma City.
A full-text copy of the Corporate Aircraft Sale Agreement is
available at no cost at:
http://bankrupt.com/misc/McLeodHuntAircraftSaleContract.pdf
Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states. The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234). Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts. As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.
McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288). The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002. The Court formally
closed the case on May 20, 2005. (McLeodUSA Bankruptcy News,
Issue No. 7 Bankruptcy Creditors' Service, Inc., 215/945-7000).
MENU FOODS: Has Until February 28 to Cure Defaults
--------------------------------------------------
Menu Foods Income Fund reported that its bankers have
conditionally waived breaches of certain covenants in its credit
agreement until Feb. 28, 2006. In addition, the Fund has received
an extension to the forbearance from each of the holders of its
senior secured notes.
The forbearance, which had provided that the noteholders would
disregard the existing default under the terms of the senior
secured notes until Dec. 31, 2005, has now been conditionally
extended until Feb. 28, 2006.
During the period between now and Feb. 28, the Fund will continue
to work with its lenders to structure a long-term solution. The
Fund believes that the discussions are continuing constructively,
as evidenced by the extensions referred to above. However, there
can be no assurance that these discussions will be successfully
completed or that they will be completed on terms favorable to the
Fund.
Menu Foods is a North American private-label/contract manufacturer
of wet pet food products sold by supermarket retailers, mass
merchandisers, pet specialty retailers and other retail and
wholesale outlets. Menu currently produces more than one billion
containers per year.
MJK CLEARING: Settles With Deutsche Bank To End Litigation
----------------------------------------------------------
James P. Stephenson, the chapter 7 trustee appointed in MJK
Clearing, Inc.'s liquidation proceedings, asks the U.S. Bankruptcy
Court for the District of Minnesota to approve a settlement
agreement in connection with litigation over the Debtor's 2001
collapse.
To date, approximately $10 billion has been recovered and
distributed to the Debtor's customers. Mr. Stephenson was
designated as trustee in the matter by the Securities Investor
Protection Corporation and appointed by the U.S. District Court
for the District of Minnesota. SIPC maintains a special reserve
fund mandated by Congress to protect the customers of insolvent
brokerage firms.
"Once the settlement is approved and paid, every single customer
and creditor of MJK Clearing with an allowed claim will be
reimbursed in full," Mr. Stephenson said.
The settlement concludes four years of investigation and
litigation against Deutsche Bank for its role in transactions that
led to the demise of MJK Clearing.
Under the settlement agreement, Deutsche Bank will pay
$147.5 million in cash to the estate of MJK Clearing and will
settle separately other claims against the estate which will now
be withdrawn. The total value of the settlements to the estate of
MJK Clearing is approximately $270 million.
Following payment of the settlement, Mr. Stephenson said the
estate will make a 100 percent distribution, with interest, to the
remaining creditors in the bankruptcy case, including re-payment
of all amounts advanced to the estate by the Securities Investor
Protection Corporation, which requested the liquidation of MJK
Clearing in 2001. The MJK liquidation case is the largest ever
handled by SIPC.
"The results in this case have been exceptional," said Stephen
Harbeck, president of SIPC. "The trustee was able to return
control of customer assets to customers in very short order after
the failure of the firm. The current settlement will lead to the
complete satisfaction of all valid creditor claims as well. The
Securities Investor Protection Act allowed SIPC to provide the
trustee with the interim economic resources that made this result
possible. I am sure the outcome here will be a model for future
liquidation proceedings."
SIPC will recover approximately $80 million paid by it during the
MJK Clearing liquidation proceedings.
The size of the settlement will exceed the amount needed to re-pay
all creditors and customers in full, Mr. Stephenson said,
including issuers of secured demand notes who settled their claims
earlier in the MJK proceedings. Excess monies will be distributed
to Stockwalk Group, Inc., which owns MJK Clearing.
Litigation is still pending against a variety of other parties
named in the suit, and Stephenson noted that further announcements
will be made regarding the status of those actions. In some
cases, defaults have already been entered against parties who
failed to appear in court.
Mr. Stephenson was appointed as trustee for the protection of
customers of MJK Clearing, Inc., on Sept. 27, 2001, three days
after the brokerage was declared insolvent. He is a senior
partner of the law firm of Faegre & Benson and a past chairman of
the firm. He is past chair of both the Business Law and Banking
Law committees of the Minnesota State Bar Association.
Three veteran partners of Faegre & Benson LLP, trial lawyers
Robert Schnell, Esq., and James Volling, Esq., and bankruptcy
lawyer Stephen Mertz, Esq., headed Mr. Stephenson's legal team.
About SIPC
The Securities Investor Protection Corporation is an important
part of the overall system of investor protection in the United
States. While a number of federal, self-regulatory and state
securities agencies deal with cases of investment fraud, SIPC's
focus is both different and narrow: Restoring funds to investors
with assets in the hands of bankrupt and otherwise financially
troubled brokerage firms. The Securities Investor Protection
Corporation was not chartered by Congress to combat fraud.
MJK Clearing Inc. filed for chapter 7 protection on Sept. 27, 2001
(Bankr. D. Minn. Case No. 01-40000).
MORWEAR MANUFACTURING: Diversified Coatings Buys Paint Brand
------------------------------------------------------------
Effective Dec. 19, 2005, Los Angeles-based paint manufacturer
Diversified Coatings, Inc., acquired the venerable Morwear(R)
brand of high quality architectural paints and coating products
from Morwear Manufacturing, Inc. in a transaction approved by the
Honorable Ellen Carroll of the U.S. Bankruptcy Court for the
Central District of California.
After buying Morwear(R) from the former Smiland Paint Company in
mid-2004, Morwear filed its for chapter 11 protection in August
2005, after posting sales of $2 million in its final month of
operations.
The principals of DCI were well acquainted with the Morwear(R)
brand and moved quickly to preserve the value of the bankrupt
estate. As the court-appointed interim manager of MMI since
Oct. 1, 2005, DCI rehired most of the workforce and restarted the
production and distribution of Morwear(R) paints and specialty
coatings. Led by veteran entrepreneurs and management executives
from the paint and construction industries, DCI seeks to quickly
regain the brand's traditional market share in the United States
while continuing to expand its successful export business in Asia
and Mexico.
Dieter Raabe, President of DCI, commented, "Acquiring the
Morwear(R) brand will enable us to capitalize on opportunities
that will establish DCI as a company of excellence representing an
innovative product line of paints and coating products. We look
forward to expanding on our well-established distribution contacts
in the paint and construction industries here in the United States
and internationally."
Headquartered in Los Angeles, California, Morwear Manufacturing,
Inc., filed for chapter 11 protection on Aug. 3, 2005 (Bankr. C.D.
Calif. Case No. 05-27443). The case was converted to a chapter 7
liquidation on Sept. 26, 2005. Ron Bender, Esq., represents the
Debtor in its liquidation efforts. David Keith Gottlieb was
originally appointed as the chapter 11 trustee but when the case
was converted, he was also appointed as the chapter 7 trustee.
NORTEL NETWORKS: Clent Richardson To Resign as CMO on March 1
-------------------------------------------------------------
Nortel (NYSE:NT)(TSX:NT) reported that Chief Marketing Officer
Clent Richardson will be leaving the company on March 1, 2006.
Richardson's decision to leave Nortel is based on personal
reasons. He is planning to relocate his family from Toronto to
the U.S. West Coast. Mr. Richardson has been Nortel's CMO for 18
months.
Nortel Networks Limited -- http://www.nortel.com/-- is a
recognized leader in delivering communications capabilities that
enhance the human experience, ignite and power global commerce,
and secure and protect the world's most critical information.
Serving both service provider and enterprise customers, Nortel
delivers innovative technology solutions encompassing end-to-end
broadband, Voice over IP, multimedia services and applications,
and wireless broadband designed to help people solve the world's
greatest challenges. Nortel does business in more than 150
countries.
* * *
As reported in the Troubled Company Reporter on Oct. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on Nortel Networks Ltd., on the release of
security with respect to the Export Development Canada
performance-based support facility. At the same time, Standard &
Poor's withdrew all the senior secured debt ratings on the company
and assigned its senior unsecured ratings on Nortel's public debt
securities at 'B-'.
NORTEL NETWORKS: Moves Global Headquarters to Toronto
-----------------------------------------------------
Nortel Networks (NYSE:NT) (TSX:NT) has selected a Toronto location
for its new global headquarters, confirming its commitment to
remain within the financial capital of Canada and one of the top
five most livable cities in the world according to the London-
based Economist Intelligence Unit. Nortel will establish its
headquarters at 195 The West Mall, an 11 storey, approximately
160,000 square foot building in the west end of the city.
"As we head into a new chapter in Nortel's history, our global
headquarters will reflect both the proud heritage of Nortel and
the exciting journey that lies ahead," Mike Zafirovski, president
and CEO, Nortel, said. "As well as being home to many of Nortel's
corporate functions, The West Mall site will utilize Nortel's
sophisticated solutions to showcase how we deliver innovative
communications capabilities."
As previously announced Nortel sold its Brampton, Ontario site to
Rogers Communications for approximately CDN$100 million as part of
Nortel's strategy to better align real estate requirements to
current business needs.
Nortel Networks Limited -- http://www.nortel.com/-- is a
recognized leader in delivering communications capabilities that
enhance the human experience, ignite and power global commerce,
and secure and protect the world's most critical information.
Serving both service provider and enterprise customers, Nortel
delivers innovative technology solutions encompassing end-to-end
broadband, Voice over IP, multimedia services and applications,
and wireless broadband designed to help people solve the world's
greatest challenges. Nortel does business in more than 150
countries.
* * *
As reported in the Troubled Company Reporter on Oct. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on Nortel Networks Ltd., on the release of
security with respect to the Export Development Canada
performance-based support facility. At the same time, Standard &
Poor's withdrew all the senior secured debt ratings on the company
and assigned its senior unsecured ratings on Nortel's public debt
securities at 'B-'.
NORTHWEST AIRLINES: Court Amends Retiree Committee Membership
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
appoints three new parties, as recommended by the United States
Trustee, to the Official Committee of Retired Employees. With the
new appointees, and also with the resignation of Republic Airlines
retiree Paul C. Peyron, the Retiree Committee now consists of nine
members:
1. O.V. Delle-Femine
National Director
Aircraft Mechanics Fraternal Association
67 Water Street - Suite 208
La Conia, New Hampshire
Telephone: (603) 527-9212
2. Robert B. DePace
President/Directing General Chair
International Association of Machinist & Aerospace
Workers
2510 Lexington Avenue South
Mendota Heights, Minnesota
Telephone: (651) 365-36340
3. Guy Meek
President
Professional Flight Attendants Association
8101 34TH Avenue South B Second Floor
Bloomington, Minnesota
Telephone: (952) 960-5501
4. William W. Cameron
[Pilot Retiree]
1920 Drew Avenue South
Minneapolis, Minnesota
Telephone: (952) 449-4146
5. Arlo T. Bertsch
Member
Transport Workers Union of America
8024 Town Line Avenue S
Bloomington, Minnesota
Telephone: (952) 944-3607
6. William D. Slattery
Non-Union Retiree
21955 Minnetonka Blvd, #5
Excelsior, Minnesota
Telephone: (952) 470-8635
7. Allan Goldstein
President
Aircraft Technical Support Association
Deephaven, Minnesota
P.O. Box 11617
St. Paul, MN 55111-0617
Telephone: (612) 726-0246
8. Rory O'Loughlin
Chairman
Northwest Airlines Meteorology Association
1065 105TH Street W
Inver Grove Heights, Minnesota
Telephone: (612) 726-3160
9. Robert L. Kohls
[Republic Airlines Retiree]
663 E. Crystal Lake Road
Burnsville, Minnesota
Telephone (952) 435-7496
Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures. Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks. Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents. The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930). Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts. (Northwest Airlines Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)
NORTHWEST AIRLINES: Inks Aircraft Financing from UT Corporation
---------------------------------------------------------------
Northwest Airlines, Inc., seeks the U.S. Bankruptcy Court for the
Southern District of New York's authority to enter into and
implement the terms and conditions of a term sheet dated Dec. 7,
2005, with United Technologies Corporation, acting through its
Pratt & Whitney Division, UTN676NW (II), Inc. -- UT-OP -- and UT
Finance Corporation.
Specifically, Northwest Airlines wants permission to:
1. obtain secured postpetition financing from UTF and grant
security interests with respect to the loan;
2. assume their agreements with UTF and implement the
modifications provided for in the Term Sheet; and
3. utilize estate property to lease a Boeing 747 pursuant to
the existing lease agreement.
Pursuant to the Term Sheet, UTC will finance Northwest Airlines'
purchase of new aircraft that are powered by engines manufactured
by Pratt, and Northwest Airlines will agree to continue to
perform prepetition financing and lease obligations, subject to
certain revisions.
Northwest's Agreements With UTC
Northwest Airlines and an owner trust, on behalf of a
predecessor-in-interest to UT-OP, are parties to an April 26,
2002 lease agreement pursuant to a participation agreement, in
which Northwest Airlines agreed to lease a Boeing 747-451
aircraft, with Registration No. N676NW.
Northwest Airlines has filed an election under Section 1110(a) in
which it agreed to perform its prepetition obligations under the
agreement. The Term Sheet provides that Northwest will assume
the lease.
Northwest Airlines and UTF are parties to loan agreements
pursuant to which UTF agreed to finance the purchase of Boeing
aircraft 757-351, with Registration Nos. N588NW and N594NW.
Under the Term Sheet, the outstanding principal balance of the
loans relating to the two Boeing aircraft will be reduced by an
agreed amount, and the payment schedule will be revised. UTF
will have an allowed general unsecured claim for the amount of
the agreed reduction. The Term Sheet provides that the
financings, as modified, will be binding on Northwest Airlines.
Northwest Airlines and UTF are also parties to four loan
agreements pursuant to which UTF agreed to finance the purchase
of four Airbus aircraft A330-323, with Registration Nos. N804NW,
N808NW, N854NW and N809NW.
Northwest Airlines has filed an election under Section 1110(a)
and agreed to perform its prepetition obligations under the
agreements. The Term Sheet provides that Northwest Airlines will
be bound by these financings, subject to the termination rights.
UTF also has agreed to provide Northwest Airlines with a
commitment to finance four new Airbus A330 Aircraft scheduled to
be delivered in 2006 and 2007. Subject to certain agreed
modifications, the New Aircraft will be financed under the same
terms as financing agreement letters executed prepetition by the
parties.
As a condition precedent to the financing for the New Aircraft
and the restructuring of the UTC Agreements under the Term Sheet,
Northwest Airlines will comply with the payment terms of a credit
agreement, dated April 30, 2002, as amended, under which UTC
provided financing to Northwest Airlines in respect of aircraft
to be delivered in 2006.
The Term Sheet also provides that the UTC Agreements will provide
for cross-collateralization and cross-default provisions with
respect to the financings of all Aircraft -- except Aircraft
N676NW where certain limitations apply -- and New Aircraft, as
set forth in the Term Sheet. Final agreements for financings
with respect to future aircraft will be subject to approval by
the Court.
Northwest Needs Financing
Northwest Airlines must obtain a firm commitment for postpetition
financing with respect to aircraft purchases in order that
Northwest Airlines may operate its business in Chapter 11 and
successfully reorganize, Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, tells the Court.
Northwest Airlines believes that UTF's proposal for postpetition
financing is favorable and addresses its immediate operational
needs.
Mr. Petrick further points out that the Term Sheet will allow
Northwest Airlines to:
(a) resolve certain existing issues and claims among the
parties;
(b) obtain favorable postpetition financing from UTC that will
enable it to purchase four A330 aircraft from Airbus,
which are necessary to satisfy its fleet needs;
(c) receive from UTC a Fleet Introductory Assistance payment,
net of certain agreed offsets between the parties;
(d) receive from UTF a Restructuring Payment in exchange for
Northwest Airlines' satisfaction of its obligations under
the Term Sheet; and
(e) have the option to terminate the financing with respect to
any of the Aircraft, on the occurrence of certain
termination events, including the event that the number of
aircraft in Northwest Airlines' fleet falls below certain
thresholds.
Assumption of the lease for aircraft N676NW and the agreement to
be bound by the UTC Agreements, as modified, also eliminates any
uncertainty regarding any claims and liabilities of the parties,
according to Mr. Petrick. UTC will maintain its ordinary course
relationship with Northwest Airlines, which relationship is
important to the Debtor's operations.
Northwest Files Term Sheet Under Seal
Mr. Petrick notes that the Term Sheet contains highly sensitive
information which Northwest Airlines and UTC deem proprietary and
confidential. Disclosure of the material terms would harm
Northwest Airlines and UTC by giving their competitors access to
highly confidential and proprietary information, particularly
about the rates contained in the Agreements. Disclosure would
also put Northwest Airlines at a substantial commercial and
competitive disadvantage in the future when entering into similar
agreements.
Hence, Northwest Airlines also seeks authority to file the Term
Sheet under seal.
Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures. Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks. Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents. The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930). Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts. (Northwest Airlines Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)
NORTHWEST AIRLINES: Wants More Time to File Bankruptcy Schedules
----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to further
extend to March 14, 2006, the period within which they must file
their:
-- schedules of assets and liabilities,
-- statements of financial affairs,
-- statements of executory contracts and unexpired leases, and
-- schedules of current income and expenditures.
Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, explains that the Debtors' employees are working
diligently with Huron Consulting Group Inc. in preparing the
Schedules and Statements. As of November 30, 2005, Huron has
gathered information from the Debtors, including over 25,000
executory contracts, as well as thousands of creditors, to be
included in the Schedules. In addition, Huron has gathered lists
of assets and other accounting related information necessary to
complete the Schedules and the Statements.
However, Mr. Petrick says, there is still a significant amount of
data to be collected, including additional executory contracts
and potential additional creditors. Much of the data that remain
to be collected also relates to information on complex aircraft
financings, as well as matters regarding disputes and litigation.
Mr. Petrick tells the Court that the information that the Debtors
have collected and expect to collect is generally not organized
and stored in their records in a format consistent with the
Statement and Schedule reporting requirements. As a result,
Huron and the Debtors must accumulate and organize the data so
that they can be presented as required.
In addition, the Debtors are still receiving invoices for
prepetition goods and services. Mr. Petrick relates that these
invoices need to be reviewed and, if necessary, split between
prepetition and postpetition amounts and then entered into the
Debtors' accounting system.
Mr. Petrick notes that, to ensure accuracy, and considering the
amount of work entailed in completing this project, as well as
the size and complexity of their Chapter 11 cases and the
competing demands on their employees in the initial postpetition
period, the Debtors may not be able to satisfactorily prepare the
Schedules and Statements by the current January 13, 2006,
Deadline.
Mr. Petrick informs Judge Gropper that the Debtors have conferred
with the Official Committee of Unsecured Creditors and the United
States Trustee and have been advised that they do not object to
the requested extension.
Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures. Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks. Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents. The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930). Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts. (Northwest Airlines Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)
OCTEON CORP: Case Summary & 36 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Octeon Corp.
aka Goldengate Internet
aka IP House
aka Bitstream Underground
331 Second Avenue South, Suite 540
Minneapolis, Minnesota 55401
Bankruptcy Case No.: 05-80737
Debtor affiliates filing separate chapter 11 petitions:
Entity Case No.
------ --------
So E-Z Communications, Inc. 05-80735
Professional Network Services, Inc. 05-80736
Type of Business: The Debtors provide high-speed Internet access,
secure colocation, Web site hosting,
self-managed email, Spam/Virus protection,
firewalls, and other Internet services.
See http://www.goldengate.net/
Chapter 11 Petition Date: December 9, 2005
Court: District of Minnesota (Minneapolis)
Judge: Nancy C. Dreher
Debtors' Counsel: Joel D. Nesset, Esq.
Henson & Efron, P.A.
220 South 6th Street, Suite 1800
Minneapolis, Minnesota 55402
Tel: (612) 339-2500
- and -
Thomas G. Wallrich, Esq.
Mansfield Tanick & Cohen, P.A.
220 South 6th Street, Suite 1700
Minneapolis, Minnesota 55402-1409
Tel: (612) 339-4295
Fax: (612) 339-3161
Estimated Assets Estimated Debts
---------------- ---------------
Octeon Corp. $1,516,781 $3,684,005
So E-Z Communications, Inc. Unknown $100,000 to
$500,000
Professional Network Unknown $100,000 to
Services, Inc. $500,000
A. Octeon Corp.'s 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Mury Johnson Value of security: $1,499,300
6334 Otter Lake Road $600,000
Lino Lakes, MN 55110
Michael Hastings $172,307
18459 5th Street Southeast
East Bethel, MN 55011
William O'Hanlon $103,384
4941 York Avenue South
Minneapolis, MN 55410
MCI $62,222
John O'Hanlon $51,692
Jeff Turner $51,692
BIS Inc. $49,999
Qwest Business Services $39,560
Robert & Marian Hastings $34,461
Clientek $34,461
Briggs & Morgan $33,705
Qwest $20,802
Maccabee Group $9,330
KNOCK $6,825
Kierans Pub $5,995
Douglas McIntyre $5,950
MN Dept. Revenue $4,239
William Hagestad $2,509
Jonathan D'Albertis $2,406
Eric Snyder $2,350
B. So E-Z Communications, Inc.'s 8 Largest Unsecured Creditors:
Entity Claim Amount
------ ------------
Dex Media East $52,892
6401 Sycamore Court North
Maple Grove, MN 55369
McLeod USA $27,774
RMS 4836 Brecksville Road
P.O. Box 523
Richfield, OH 44286
Qwest $27,279
P.O. Box 173821
Denver, CO 80217
Qwest $23,438
Level 3 $12,081
Gurstel Law Firm $7,415
Yellow Book $4,401
Verizon Super Pages $25
C. Professional Network Services, Inc.'s 8 Largest Unsecured
Creditors:
Entity Claim Amount
------ ------------
McLeod USA $98,227
P.O. Box 3243
Milwaukee, WI 53201
University Technology Centers $15,057
1313 5th Street Southeast
Minneapolis, MN 55414
MCI $13,171
Harvard Collection Services
4839 North Elston Avenue
Chicago, IL 60630
8e6 Technologies $1,250
American Express $767
Whelan Davis Company $495
ADT Security Services, Inc. $274
Innovative Software $70
PROXIM CORPORATION: Wants Until Apr. 9 to File Chapter 11 Plan
--------------------------------------------------------------
Proxim Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for an extension of
their time to file and solicit acceptances of a chapter 11 plan.
Specifically, the Debtors ask the Court to extend their Exclusive
Filing Period to April 9, 2006, and their Exclusive Solicitation
Period to June 6, 2006.
Having sold substantially all of their assets on July 27, Proxim
and its Official Committee of Unsecured Creditors engaged in
settlement negotiations with its remaining secured creditor, the
Warburg Group.
The Debtors and the Committee are nearing a resolution with
Warburg. As soon as a settlement is reached, the Debtors say
they'll be in a position to propose a plan. While waiting of the
outcome of the settlement talks, the Debtors want to make sure
that the status quo won't be disrupted by other parties filing of
their own chapter 11 plans.
Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks. The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639). When the Debtor filed for
protection from its creditors, it listed $55,361,000 in assets and
$101,807,000 in debts.
RED TAIL: Taps Alisa Pyszka to Provide Planning Services
--------------------------------------------------------
Red Tail Canyon, LLC, asks the U.S. Bankruptcy Court for the
District of Oregon for authority to employ Alisa Pyszka at WRG
Design Inc. as its planning project manager.
Red Tail needs Ms. Pyszka to provide land use planning services
during the conversion of the Debtor's property from residential
rental property to condominiums.
In particular, Ms. Pyszka will:
a) provide a feasibility analysis;
b) provide project coordination;
c) provide land use application/permit coordination;
d) provide plat preparation and documentation; and
e) coordinate with civil engineers and other subcontractors.
The Debtor disclosed that it paid $73,845 to Ms. Pyszka.
To the best of the Debtor's knowledge, Alisa Pyszka is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Headquartered in Portland, Oregon, Red Tail Canyon LLC owns and
operates the Red Tail Canyon townhouse apartments located in South
Aspen Summit Drive, Multnomah County, Portland, Oregon. The
Company filed for chapter 11 protection on Sept. 19, 2005 (Bankr.
D. Ore. Case No. 05-41235). J. Stephen Werts, Esq., at Cable
Huston Benedict Haagensen & Lloyd LLP, represents the Debtor in
its restructuring efforts. When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of $10
million to $50 million.
REFCO INC: Creditors Panel Can Commence Complaint on RCM's Behalf
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Refco Inc., and
its debtor-affiliates sought and obtained the U.S. Bankruptcy
Court for the Southern District of New York's consent to:
(a) commence and pursue a complaint on behalf of Refco Capital
Markets, Ltd;
(b) file the Complaint under seal;
(c) require that any document filed in the Sealed Proceeding
be filed under seal, any hearings related to the Sealed
Proceeding take place outside the presence of parties not
authorized to receive pleadings related to the Sealed
Proceeding and all transcripts of any hearings be
designated confidential and filed under seal;
(d) provide that any document filed in the Sealed Proceeding
will remain confidential and will be served only upon, and
accessible only to:
(1) the Committee,
(2) the Defendants,
(3) the Debtors,
(4) the United States Trustee and its counsel, and
(5) the Office of the United States Attorney for the
Southern District of New York; and
(e) prohibit any person with knowledge of the Sealed
Proceeding from disclosing any information related
to the Sealed Proceeding to any party not authorized
to receive pleadings related to the Sealed Proceeding,
except that nothing in the Order will prevent any person
from consulting with counsel with respect to the Sealed
Proceeding.
Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, relates that the Complaint and related papers in the
Sealed Proceeding include sensitive commercial information, the
disclosure of which could harm the Debtors' estates, creditors
and third parties.
Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base. Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore. In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products. Refco is one of the largest global clearing firms for
derivatives.
The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts. Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases. (Refco
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000)
REFCO INC: Liquidators Want Fee Protocol for JPL Experts Approved
-----------------------------------------------------------------
The Joint Provisional Liquidators of Refco Capital Markets, Ltd.,
and Refco Global Finance Limited ask the U.S. Bankruptcy Court for
the Southern District of New York to approve a protocol
establishing procedures for compensation and reimbursement of
expenses for their professionals and their advisors.
On October 18, 2005, winding up petitions with respect to Refco
Inc., and its debtor-affiliates were presented to the Supreme
Court of Bermuda.
On October 26, 2005, the Bermuda Court appointed Michael W.
Morrison of KPMG Financial Advisory Services Ltd. of Hamilton,
Bermuda, and Richard Heis of KPMG LLP of London, United Kingdom,
to act as Joint Provisional Liquidators of the Debtors.
Ken Coleman, Esq., at Allen & Overy, LLP, in New York, relates
that the Bermuda proceedings and the appointment of the JPLs were
undertaken to ensure the coordinated realization of the
businesses and affairs of the Debtors under the supervision of
the Bermuda Court in accordance with the laws of Bermuda.
The Bermuda Court ruled that the JPLs have the power "to retain
and employ barristers, attorneys or solicitors and/or such other
agents or professional persons as the JPLs deem fit, in Bermuda,
the United States, the United Kingdom and elsewhere as the JPLs
deem appropriate for the purpose of advising and assisting in the
execution of their powers."
The Bermuda Orders further provide that the JPLs have the power
"with the sanction of [the Bermuda Court], to seek to enter such
protocol or other agreement as the JPLs deem appropriate for the
coordination of the restructuring and/or reorganization of the
Company and other companies within the Refco Group, such protocol
to involve [the Bermuda Court] and the US Bankruptcy Court."
The JPLs are also entitled pursuant to Bermuda law to render and
pay invoices out of the assets of the Debtors for their own
remuneration at their usual and customary rates including all
costs, charges and expenses of their attorneys, and all other
agents, managers, accountants or other persons that the JPLs may
employ.
To promote cooperation and comity among the Bankruptcy Court and
the Bermuda Court and to avoid jurisdictional disputes with
respect to the payment of the fees and expenses of the JPLs and
professionals rendering services to them in Bermuda, the United
States, the United Kingdom or elsewhere, the Debtors and the
JPLs wish to enter into the Fee Protocol regarding the procedures
for the payment of the fees and expenses of the JPLs and the JPL
Professionals.
The Protocol provides that:
(a) The Bermuda Court will have exclusive jurisdiction and
power to determine the compensation of the JPLs and the
JPL Professionals rendering services to the JPLs. The
JPLs and JPL Professionals will be compensated for their
services in accordance with the laws of Bermuda,
including the Bermuda court orders.
(b) The fees and expenses of the JPLs and the JPL
Professionals will be paid from funds contained in RCM's
prepetition bank accounts and any DIP Accounts without
the necessity of further Bankruptcy Court order, and
according to the terms of those orders which have been
or may be entered by the Bermuda Court.
(c) RCM will be permitted to transfer funds from the DIP
Accounts to fund the payment of professional fees and
expenses, and will keep and maintain accurate books and
records of all those transfers.
(d) The JPLs reserve the right to seek approval from the
Bankruptcy Court and the Bermuda Court for RCM, as a
debtor in a case under the Bankruptcy Code, to transfer
funds to a separate Bermuda account in its own name for
the purpose of managing the provisional liquidation
process in the Bermuda Court, including payment of the
JPLs' fees and the fees of their professionals, payment of
court costs and government fees, payment of defense costs
in actions brought against RCM by parties not subject to
the Bankruptcy Court's jurisdiction and, in coordination
with RCM's US bankruptcy case, payment of legitimate
claims lodged by creditors not subject to the Bankruptcy
Court's jurisdiction.
(e) To provide an efficient and convenient manner to enable
the Debtors, any official committees appointed in the
U.S. Cases and the United States Trustee to review or
comment on the fees and expenses of the JPLs and the JPL
Professionals, the JPLs will first submit any request for
reimbursement of the fees and expenses of the JPLs and
the JPL Professionals to the Estate Representatives by
overnight delivery. The Estate Representatives will
have at least 15 days after their receipt to review the
statement.
If no objections are received from the Estate
Representatives within 35 days from the date a JPL Fee
Request is served, the JPLs may seek approval of that JPL
Fee Request from the Bermuda Court. If there is no
objection or otherwise immediately on resolution of any
objections, 80% of the fees and 100% of the expenses
covered by that JPL Fee Request will be paid by RCM as an
administrative expense from funds contained in RCM's DIP
Accounts.
(f) If any Estate Representative has an objection to the
compensation or reimbursement of expenses sought in a
particular JPL Fee Request, the Estate Representative
will, within 35 days after its receipt, serve on the JPLs
a written "Notice of Object to JPL Fee Request," setting
forth the nature of the objection and the amount of fees
or expenses at issue. The parties agree in good faith to
try to resolve any objections within five business days
from the date any objections are served on the JPLs.
(g) If the objections cannot be resolved, the JPLs will file
within three business days thereafter an appropriate
pleading -- the Contested JPL Fee Request -- together with
any objections received from any of the Estate
Representatives, with the Bermuda Court so that the matter
can be heard at the first available hearing date;
provided, however, the JPLs may seek approval of any fees
and expenses which are not objected to from the Bermuda
Court at the same time and, if approved, 80% of those fees
and 100% of those expenses will be paid from RCM's DIP
Accounts without necessity of further Bankruptcy Court
order, according to the terms of those orders which have
been or may be entered by the Bermuda Court. The JPLs
will have the right to file a reply to any objection. The
remaining unpaid 20% of the fees covered by all JPL Fee
Requests will be paid by RCM from funds contained in RCM's
DIP Account to the extent approved by the Bermuda Court
following an application by the JPLs on a quarterly basis.
(h) The service or lack of an objection will not prejudice the
objecting party's right to object to any application made
by the JPLs to the Bermuda Court on any ground, whether
raised in the objection or not. Furthermore, the decision
by any party not to object to a JPL Fee Request will not
be a waiver of any kind or prejudice to that party's right
to object to any application subsequently made to the
Bermuda Court.
(i) The pendency of an application or a Bermuda Court order
that payment of compensation or reimbursement of expenses
was improper as to a particular JPL Fee Request will not
disqualify the JPLs from the future payment of
compensation or reimbursement of expenses as set forth,
unless otherwise ordered by the Bermuda Court.
(j) Neither the payment of, nor the failure to pay, in whole
or in part, a JPL Fee Request for compensation and
reimbursement as provided will have any effect on the
Bermuda Court's final allowance of compensation or
reimbursement of expenses of the JPLs or the right of any
party-in-interest to contest the allocation of payment of
the compensation or reimbursement of expenses or that
there is insufficient property of the estate to pay those
amounts.
(k) The JPLs and the JPL Professionals will have the right and
standing to:
(i) appear and be heard in the Bankruptcy Court with
respect to any issues and matters relating to the
Fee Protocol to the same extent as creditors and
other interested parties domiciled in the forum
country, subject to any local rules and regulations
generally applicable to all parties appearing in
the forum; and
(ii) file notices of appearance or other papers with the
clerk of the Bankruptcy Court.
(l) The Estate Representatives will have the right and
standing to:
(i) appear and be heard in the Bermuda Court with
respect to any issues and matters relating to the
Fee Protocol to the same extent as creditors and
Other interested parties domiciled in the forum
country, subject to any local rules or regulations
generally applicable to all parties appearing in
the forum; and
(ii) file notices of appearance or other papers with the
Bermuda Court.
Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base. Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore. In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products. Refco is one of the largest global clearing firms for
derivatives.
The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts. Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases. (Refco
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000)
ROMACORP INC: Court Sets January 10 as General Claims Bar Date
--------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, set Jan. 10, 2005, as the deadline for all
creditors owed money by Romacorp, Inc., and its debtor-affiliates
on account of claims arising prior to Nov. 6, 2005, to file their
proofs of claim.
Creditors must file written proofs of claim on or before the
January 10 Claims Bar Date and those forms must be delivered to:
The Garden City Group, Inc.
P.O. Box 9000, #6365
Merrick, New York 11566-9000
with a copy to:
Andrews Kurth LLP
Attn: Jason S. Brookner
1717 Main Street, Suite 3700
Dallas, Texas 75201
The Claims Bar Date for governmental units is May 5, 2006.
Headquartered in Dallas, Texas, Romacorp, Inc., owns and operates
the Tony Roma chain of restaurants with 22 company-owned stores,
86 domestic franchise stores and 118 international franchise
stores. The Debtor and seven of its affiliates filed for chapter
11 protection on November 6, 2005 (Bankr. N.D. Tex. Case No.
05-86818). Peter S. Goodman, Esq., Jason S. Brookner, Esq.,
Monica S. Blacker, Esq., and Matthew D. Wilcox, Esq., at Andrews
Kurth LLP, represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,769,000 in total assets and $76,309,000 in total debts.
SAINT VINCENTS: Hires Huron Consulting as Management Consultants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates authority, on a final basis, to employ Huron
Consulting Services LLC and its affiliate, Speltz & Weis LLC, nunc
pro tunc to July 5, 2005, under the terms of a Revised Engagement
Letter.
As agreed by the parties, the Debtors may employ Huron as
restructuring and management consultants under an arrangement
pursuant to which Speltz personnel will be providing services to
the Debtors through their "secondment" to Huron.
In exchange for the employment, Huron has agreed to numerous
concessions, including financial compensation to the estates and
cooperation with parties-in-interest in connection with any
investigation into the prepetition relationship between and the
activities of Huron and Speltz. Despite the consensus, the rights
of all parties with respect to the prepetition relationship among
Huron, Speltz, and the Debtors, including over $30,000,000 of
payment from the Debtors to the firms, are expressly preserved.
Huron's Services
Subject to the approval of the appointed CEO/CRO, and the
continuing oversight of the Board of the Directors or its
designee, Huron will:
(a) develop strategic cash management plans and cash flow
forecasts;
(b) assist the Debtors in developing their business plan
and financial projections;
(c) assist in the coordination of responses to creditor
information requests and interfacing with creditors and
their financial advisors;
(d) assist in addressing compensation issues and developing
a retention plan for key employees;
(e) assist in identifying key vendors and developing a
vendor management plan;
(f) attend meetings and assist in discussions with the
Creditors Committee, and its advisors, the U.S. Trustee,
and other interested parties, to the extent requested by
the Debtors;
(g) consult with the Debtors on other business matters
relating to their Chapter 11 reorganization efforts;
(h) assist with the postpetition reporting requirements;
(i) assist the Debtors with the analysis, development, and
revision of the plan of reorganization and disclosure
statement;
(j) assess contingency plans under various scenarios;
(k) assist in preparing all necessary documentation for
reclamation claims;
(1) assist claims agent and client with all claim related
matters;
(m) prepare the Debtors' statement of financial affairs and
bankruptcy filing schedules;
(n) render other general business consulting or assistance
as the Debtors' management or counsel may deem necessary
and as are consistent with the role of a financial advisor
and not duplicative of services provided by other
professional in this proceeding;
(o) assist in developing and implementing for the review of
executory contracts, including collection, analysis,
documentation and organization;
(p) assist in identifying and selecting executory contract
negotiation opportunities to achieve improvements in
pricing and terms consistent with the plan of
reorganization;
(q) provide consulting services for the improvement of
revenue and increased cash flow through the management and
recovery of denied outpatient accounts;
(r) manage corporate initiatives focused on addressing and
improving the root causes of the inpatient and outpatient
denials;
(s) develop a management-reporting tool for improved
management of the CBO resulting in increased cash flow and
a reduction in accounts receivable;
(t) assist in obtaining debtor-in-possession financing;
(u) assist other professionals in assembling required
information to fulfill their responsibilities; and
(v) provide other services as may be requested and agreed.
Huron's Management Services
In January 2004, the Board of Directors of SVCMC retained the
services of Speltz to complete an operational, financial and
clinical assessment of the organization. Pursuant to a
Management Agreement dated April 13, 2004, SVCMC also engaged
Speltz to provide management advisory services in connection with
SVCMC's financial restructuring.
Beginning April 2004, seasoned turnaround executives from Speltz
were placed as interim key management in each of the acute care
facilities, with an 18-month plan to replace the Speltz
turnaround executives with permanent employees.
As of Oct. 21, 2005, 14 of the 27 positions filled by Speltz
have been replaced with permanent staff. As a result of the
Debtors' financial condition, Speltz personnel continue to
perform the remaining interim management positions because
qualified candidates have been difficult to attract and are
reluctant to accept employment in those positions directly with
SVCMC. Dawn Gideon of Speltz is currently the interim chief
restructuring officer of SVCMC.
Huron Consulting Group, Inc., the parent of Huron, acquired
Speltz on May 9, 2005.
Pursuant to the Revised Engagement Letter, the services that
Speltz previously provided will continue with the current Speltz
personnel at SVCMC in secondment to Huron, and will include
support in health care general operations, financial management,
business development, strategic analysis, medical staff
development, labor relations and support regarding the
reorganization, and the reorganization alternatives for the
Debtors.
Speltz personnel in secondment to Huron will continue to provide
management services as the Debtors and the CEO/CRO deem
appropriate and feasible to continue to make available the
management, operational, and restructuring services as requested
by the Debtors.
The Debtors' Board of Directors has approved the terms of the
Revised Engagement Letter, which supersedes the Management
Agreement.
Huron's Compensation Rates
Huron personnel performing restructuring services to the Debtors
will be paid in accordance with their customary hourly rates:
Title Rate
----- ----
Managing Director $350 - $600
Director $290 - $495
Manager $300 - $400
Associate $225 - $324
Analyst $150 - $250
Huron, through the seconded Speltz employees, will continue to
provide management and operations services in the ordinary course
of the Debtors' business. Huron will provide and be paid for the
"seconded" personnel, as needed at "cost" pursuant to the agreed
compensation arrangements in the Revised Engagement Letter.
The "seconded" personnel are:
(1) Current Interim Management:
Name Title Monthly Rate
---- ----- ------------
Bob Fanning Managing Director $91,400
Thomas J. Allison Managing Director 91,400
Dawn Gideon Managing Director 91,400
Otis Story Director 61,600
Rose Britt Director 61,600
Jerry Swarzman Director 46,100
Peter Garrison Director 46,100
Tammy Aloi Manager 46,100
Cheri S. Kane Contractor 46,100
Steven Guido Manager 30,600
(2) Current Consulting:
Name Title Hourly Rate
---- ----- -----------
Dr. Jan Radke Managing Director $465
Tom DeMinico Managing Director 465
Jim Woods Managing Director 465
Sandra Sword Manager 190
Daniel Brooks Manager 200
Ray Buttaro Contractor 350
(3) Former Interim Management/Consulting:
Name Title Customary Rate
---- ----- --------------
David Speltz Managing Director $97,800 per month
Timothy Weis Managing Director 95,200 per month
David Fix Director 46,100 per month
Diane Hardin Director 46,100 per month
Wayne Ziemann Manager 46,100 per month
Jay Watkins Manager 30,600 per month
Jacqueline Gena Manager 30,600 per month
Judith Del Pozzo Contractor 46,100 per month
Susan Keller Contractor 30,600 per month
Harold Emahiser Contractor 280 per hour
David Jensen Contractor 300 per hour
Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency. The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts. (Saint Vincent Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)
SAINT VINCENTS: Extends Shiloh Realty Lease Term Until Feb. 28
--------------------------------------------------------------
Shiloh Realty Corporation and Saint Vincents Catholic Medical
Centers of New York have been engaged in negotiations to extend
their lease agreement, dated March 6, 1995, for the premises
located at 635, 637 and 639 Classon Avenue in Brooklyn, New York,
on mutually agreeable terms, but final terms have not been agreed
upon and memorialized.
The Parties, however, wish to continue negotiations consistent
with their expectation that mutually agreeable lease terms can be
negotiated and a formal lease extension agreement executed.
At the Parties' request, the U.S. Bankruptcy Court for the
Southern District of New York approves their stipulation
extending the terms of the Classon Lease through and including
February 28, 2006. The time within which the Debtors may assume
or reject the Lease is extended through and including that date.
Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency. The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts. (Saint Vincent Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc.,
215/945-7000)
SEPRACOR INC: Registers $500-Mil Convertible Notes for Purchase
---------------------------------------------------------------
Sepracor Inc. filed a Prospectus with the Securities and Exchange
Commission to be used by holders of $500 million aggregate
principal amount of 0% convertible senior subordinated notes in
reselling the notes.
A list of selling noteholders is available for free at
http://ResearchArchives.com/t/s?3ef
The Company originally sold the notes on September 22, 2004, to
Morgan Stanley & Co. Incorporated, in a private placement. Morgan
Stanley resold the notes to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as
amended.
The Company will not receive any proceeds from the sale of the
notes or any shares of its common stock issuable upon conversion
of the notes offered.
Terms of the Notes
The principal terms of the 0% convertible senior subordinated
notes due 2024, include:
Interest
--------
The notes do not bear interest, and the principal amount does
not accrete.
Maturity Date
-------------
The notes will mature on October 15, 2024.
Conversion
----------
The notes are convertible into cash and, if applicable, shares
of our common stock at a conversion rate of 14.8816 shares of
common stock per $1,000 principal amount of notes (representing
a conversion price of approximately $67.20 per share), subject
to adjustment. Noteholders may convert your notes prior to
maturity only under certain specified circumstances.
Subordination
-------------
The notes are:
* subordinated to all of our existing and future senior
indebtedness;
* effectively subordinated to all debt and other liabilities
of our subsidiaries; and
* senior to our $440 million of outstanding 5% convertible
subordinated debentures due 2007, $72.8 million of
outstanding 0% Series A convertible senior subordinated
notes due 2008 and $148 million of outstanding 0% Series B
convertible senior subordinated notes due 2010.
As of September 30, 2005, the Company had $3.3 million of
senior indebtedness outstanding. The notes do not restrict its
or its subsidiaries' ability to incur additional indebtedness,
including senior indebtedness.
Redemption
----------
On or after October 20, 2009, the Company may redeem for cash
all or part of the notes.
Repurchase
----------
Noteholders may require the Company to repurchase the notes on
October 15 of 2009, 2014 and 2019 and at any time prior to
maturity following a designated event.
The notes are currently designated for trading on the Private
Offerings, Resales and Trading through Automated Linkages, or
Portalsm, Market. The Company's common stock is traded on the
Nasdaq National Market under the symbol "SEPR."
A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?3f0
Sepracor Inc. is a research-based pharmaceutical company dedicated
to treating and preventing human disease through the discovery,
development and commercialization of innovative pharmaceutical
products that are directed toward serving unmet medical needs.
Sepracor's drug development program has yielded an extensive
portfolio of pharmaceutical compound candidates with a focus on
respiratory and central nervous system disorders. Sepracor's
corporate headquarters are located in Marlborough, Massachusetts.
As of September 30, 2005, Sepracor's equity deficit narrowed to
$212,788,000 from a $331,115,000 deficit at Dec.31, 2004.
STEWART ENTERPRISES: Reports Prelim 4th Qtr. Financial Results
--------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS: STEIE) reported preliminary
operating and financial information for the fourth quarter and
fiscal year ended Oct. 31, 2005. The company is providing
preliminary information as it has not completed its deferred
revenue project.
Despite the many challenges presented during fiscal year 2005, the
company achieved many accomplishments during the year. The
company produced strong cash flow, attained the strongest
year-over-year same-store funeral call growth in twelve years and
the lowest net debt in nine years.
The company exceeded its goal of 2 to 3% growth in average revenue
per funeral service for fiscal year 2005 by achieving a 3.2%
increase in average revenue per traditional funeral service and a
3.7% increase in average revenue per cremation service, excluding
the impact of trust earnings. For the fourth quarter of fiscal
year 2005, the company's funeral operations achieved a 3.6%
increase in the average revenue per traditional funeral service
and a 2.4% increase in the average revenue per cremation service,
excluding the impact of trust earnings.
During fiscal year 2005, the company successfully completed the
refinancing of its revolving credit facility and public notes.
The company paid approximately $29 million related to tender
premiums, fees, expenses and accrued interest, which it borrowed
as part of the refinancing, and has since reduced its debt balance
by $36 million. As of Oct. 31, 2005, total long-term debt was
$410 million, cash was $41 million and net debt was $369 million.
As of Oct. 31, 2004, the company had total long-term debt of
$417 million, cash of $22 million and net debt of $395 million.
Cash flow from operations for fiscal year 2005 was $79 million,
free cash flow was $61 million and recurring free cash flow was
$44 million compared to $94 million cash flow from operations,
$75 million free cash flow and $42 million recurring free cash
flow in fiscal year 2004.
In response to comments raised by the Staff of the Securities and
Exchange Commission, the company amended its Form 10-K for fiscal
year 2004 to reflect an increase in the number of the company's
operating and reportable segments, and to reflect a non-cash
goodwill impairment charge in fiscal year 2002 and elimination of
the goodwill impairment charge in fiscal year 2003.
"As we reflect on fiscal year 2005, we are proud of the many
accomplishments we achieved as a company," Kenneth C. Budde, Chief
Executive Officer, stated. "We have significantly decreased
interest expense, improved funeral operations and produced solid
cash flow. We have initiated quarterly cash dividends and
refreshed our stock buyback program. Additionally, fiscal 2005
marked the implementation of our strategic plan. One part of the
plan focuses on putting people first -- customers and employees --
and growing the business organically. Another part of the plan
focuses on growing the business through several initiatives that
include, among others, expanding our product and service offerings
to the cremation consumer, forging additional third-party
affiliations and marketing additional products and services to our
existing customer-base."
The Deferred Revenue Project
As previously reported, the company undertook a project earlier
this year to verify the balances in deferred preneed cemetery
revenue and deferred preneed funeral revenue by physically
reviewing most of the preneed cemetery and funeral service and
merchandise contracts included in its backlog. Management
believes that the deferred revenue project could result in a
restatement of the company's prior period financial statements.
Management believes that to the extent there is an adjustment, a
significant portion of that adjustment would relate to the
cumulative effect of adopting Staff Accounting Bulletin 101 on
November 1, 2000 and could impact reported earnings for periods
subsequent to the implementation of SAB No. 101.
Management further believes that the adjustment, if any, would
result in a non-cash adjustment to deferred revenue and to
shareholders' equity in an amount that should not exceed
$60 million and could be materially less than that amount.
Founded in 1910, Stewart Enterprises --
http://www.stewartenterprises.com/-- is the third largest
provider of products and services in the death care industry in
the United States, currently owning and operating 231 funeral
homes and 144 cemeteries. Through its subsidiaries, the company
provides a complete range of funeral merchandise and services,
along with cemetery property, merchandise and services, both at
the time of need and on a preneed basis.
* * *
Waiver Talks with Lenders & Bondholders
As reported in the Troubled Company Reporter on Sept. 14, 2005,
the company has initiated contact with its lead lenders under the
credit facility and expects to seek, and receive, waivers of any
defaults in the near future. Additionally, the indenture
governing the company's 6-1/4% senior notes due 2013 requires the
company to furnish to the trustee the information required by Form
10-Q within the time periods required by the SEC's rules and
regulations, and an event of default would occur under the
indenture if the company failed to provide that information within
30 days after receipt of written notice by the trustee or the
holders of at least 25% of the principal amount outstanding.
TCR I: Files Schedules of Assets and Liabilities
------------------------------------------------
TCR I, Inc., delivered its Schedules of Assets and Liabilities to
the U.S. Bankruptcy Court for the Eastern District of Virginia,
disclosing:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $0
B. Personal Property $6,980,559
C. Property Claimed
as Exempt
D. Creditors Holding
Secured Claims $1
E. Creditors Holding
Unsecured Priority Claims $101
F. Creditors Holding
Unsecured Nonpriority $37,059,166
Claims
----------- -----------
Total $6,980,559 $37,059,268
TCR I, Inc., filed for chapter 11 protection on September 8, 2005
(Bankr. E.D. Va. Case No. 05-13450). Bruce W. Henry, Esq., at
Henry, O'Donnell, Dahnke & Walther, PC, represents the Debtor in
its restructuring efforts. When the Debtor filed for protection
from its creditors, it listed $6,980,559 in assets and $37,059,268
in debts.
TEC FOODS: Brings-In Butzel Long as Bankruptcy Counsel
------------------------------------------------------
TEC Foods, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ
Butzel Long, P.C. as its bankruptcy counsel.
Butzel Long is expected to:
(a) take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of actions
and adversary or other proceeding on the Debtor's behalf,
the defense of any actions commenced against the Debtor,
negotiations concerning all litigation in which the Debtor
is involved, and objection to claims filed against the
Debtor's estate;
(b) prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, briefs, reports and other
papers in connection with the administration of the
Debtor's estate;
(c) develop, negotiate and promulgate a chapter 11 plan of
reorganization on behalf of the Debtor and all related
documents; and
(d) perform all other necessary legal services in connection
with the Debtor's chapter 11 case.
The Debtor discloses that the Firm's professionals bill:
Designation Hourly Rate
----------- -----------
Shareholders $210 - $460
Senior Attorneys $175 - $350
Associates $150 - $255
Legal Assistants $95 - $150
To the best of the Debtor's knowledge, the Firm is a
"disinterested person" as that term is defined in Section (101)14
of the Bankruptcy Code.
Headquartered in Pontiac, Michigan, TEC Foods, Inc., filed for
chapter 11 protection on Nov. 3, 2005 (Bankr. E.D. Mich. case No.
05-89154). Paula A. Hall, Esq., at Butzel Long, P.C., represents
the Debtor in its restructuring efforts. When the Debtor filed
for protection form its creditors, it estimated assets between $10
million to $50 million and debts between $10 million to $50
million.
THERMOVIEW INDUSTRIES: GE Capital Balks at Thermoview Asset Sale
----------------------------------------------------------------
GE Capital Equity Investments, Inc., objected to Thermoview
Industries, Inc., and its debtor-affiliates' plan to sell
substantially all of its assets to Thermoview Acquisition
Corporation, a special acquisition entity established by MMP
Capital Partners, L.P., a private equity fund.
GE Capital is owed at least $13 million by the Debtors and that
the debt is secured by valid and enforceable first priority liens
and security interests in substantially all of the Debtors' assets
and properties.
GE Capital reminds the U.S. Bankruptcy Court for the Western
District of Kentucky that the Debtors did not receive any
qualified bids by the auction deadline and were thus entitled to
proceed subject to a final hearing sale.
GE Capital tells the Court that the Debtors have provided them
with estimates and projections regarding the sale proceeds,
closing costs, net proceed distributions, and estimated closing
date working capital. GE Capital says that under the asset
purchase agreement, $2 million of the cash payment is subject to
adjustments if the Debtors' working capital on the closing date is
below $9,815,000. GE Capital further says that the Debtors
estimated their expenses at closing to be $1,262,273.
GE Capital notes that the Debtors believe they can close under the
asset purchase agreement but if the Debtors fall short of their
cash projections, the Debtors might prove unable to satisfy their
contractual obligations under the said agreement.
GE Capital discloses that it does not consent to any explicit or
implicit priming of its liens because the Debtors lack the cash
required for closing the Sale pursuant to the agreement, assuming
the Purchaser does not waive certain of the Debtors' obligations
so as to facilitate the closing.
Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- is a national company that designs,
manufactures, markets and installs high-quality replacement
windows and doors as part of a full-service array of home
improvements for residential homeowners. The Company and its
subsidiaries filed for chapter 11 protection on Sept. 26, 2005
(Bankr. W.D. Ky. Case Nos. 05-37123 through 05-37132). When the
Debtors filed for protection from their creditors, they listed
$3,043,764 in total assets and $34,104,713 in total debts.
TRUMP ENT: Closes $253-Mil. Sale of Trump Indiana to Majestic Star
------------------------------------------------------------------
Trump Entertainment Resorts, Inc. (NASDAQ NMS: TRMP), has
consummated the previously reported sale of Trump Indiana, Inc., a
subsidiary of the Company that owns and operates the Company's
riverboat casino and hotel at Buffington Harbor in Gary, Indiana,
to The Majestic Star Casino, LLC.
Under the terms of the sale, Majestic acquired all of the issued
and outstanding equity of Trump Indiana for a purchase price of
$253 million, subject to certain adjustments. Majestic also owns
a riverboat casino adjacent to Trump Indiana, and prior to the
sale, Majestic and Trump Indiana owned, developed and operated all
common land-based and waterside operations through a joint venture
in support of their riverboat casinos at Buffington Harbor. Also,
through another joint venture, Trump Indiana and an affiliate of
Majestic operated a parking garage at Buffington Harbor. As part
of the transaction, Majestic Star assumed Trump Indiana's interest
in the joint ventures.
James B. Perry, the Company's President and Chief Executive
Officer, commented on the consummated sale, "We are very happy
with this transaction and wish Majestic continued success in their
operation of both boats at the site."
The Company also reported that Scott C. Butera resigned from his
position as an Executive Vice President and the Chief Strategic
Officer of the Company, effective December 20, 2005, to pursue
other endeavors. Mr. Butera has agreed to be retained as a
consultant to the Company with respect to certain matters on which
he worked prior to his resignation. Donald J. Trump, the Chairman
of the Company's Board of Directors, commented, "We are very
thankful for Scott's contributions to the Company and wish him
every success in the future." Jim Perry commented further, "Now
with the sale of Trump Indiana completed, and the capital plans
for our Atlantic City properties approved by the Board, I can now
focus my attention on, among other matters, the creation of a new
business development team to explore other venues."
Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name. The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925). Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring. When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts. The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.
* * *
As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service revised the outlook of Majestic Star
Casino, L.L.C. to developing following the announcement that it
will acquire Trump Entertainment Resorts Holdings, L.P.'s Gary,
Indiana riverboat casino for $253 million in cash, or about 8
times the casino property's latest twelve month EBITDA.
Concurrently, the ratings for both Majestic Star and Trump were
affirmed; Trump's rating outlook is stable. The acquisition is
expected to close by the end of 2005 and is subject to customary
approvals and consents.
These Trump ratings have been affirmed:
-- $200 million senior secured revolver due 2010 -- B2;
-- $150 million senior secured term loan due 2012 -- B2;
-- $150 million senior secured delayed draw term loan due
2012 -- B2;
-- $1.25 billion second lien senior secured notes due 2015 --
Caa1;
-- Speculative grade liquidity rating -- SGL-3; and
-- Corporate family rating -- B3.
TRUMP HOTELS: Stay Lifted to Allow Tenman Touring to Pursue Suit
----------------------------------------------------------------
Prior to the Petition Date, Tennman Touring, LLC, a/k/a Tennman
Entertainment, commenced a state court action against Trump Taj
Mahal, among others, which action is currently pending in the
Superior Court of New Jersey, Law Division, in Atlantic County.
Tennman filed Claim No. 2225 for $1,665,206, against Debtor Taj
Mahal Associates. The Debtors objected to the Claim.
In a Court-approved stipulation, the Debtors and Tennman agree
that:
a. the automatic stay is lifted with respect to Claim No.
2225 to allow Tennman to pursue the New Jersey Action;
b. any final judgment entered in favor of Tennman or any
settlement between the parties will be satisfied in
accordance with the terms of the Debtors' Plan of
Reorganization; and
c. the amount that Tennman will receive on account of a final
judgment or settlement of Claim No. 2225 is capped at
$1,665,206, and under no circumstances will the Reorganized
Debtors or the Debtors be required to pay more than the
capped amount.
Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name. The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925). Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring. When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts. The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005. (Trump Hotels
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 215/945-7000).
UAL CORP: Submits Bid for Bankrupt Carrier FLYI Inc.'s Assets
-------------------------------------------------------------
UAL Corp. submitted a bid to buy an unspecified chunk of the
assets of bankrupt FLYi Inc., parent of low-fare airline
Independence Air, Joseph Rebello of Dow Jones Newswires reports.
UAL, which is operating under its own chapter 11 proceedings,
asked the Hon. Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois to keep bidding details
confidential.
Bill Brubaker reporting for the Washington Post said United is the
second known bidder for FLYi following reports that Mesa Air Group
Inc. is also bidding.
As reported in the Troubled Company Reporter on Dec. 7, 2005, FLYi
received a number of expressions of interest from parties
interested in participating in its court-supervised auction
process, which includes proposals to:
* acquire the company as a going concern,
* invest in the company, and
* acquire specific assets.
Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)
VARIG S.A.: Recent Executive Appointments Jeopardize TAP Loan
-------------------------------------------------------------
TAP Air Portugal delayed a $40,000,000 loan to VARIG, S.A., after
the Brazilian airline named a new chairman and chief executive,
Diario Economico reports, citing an unidentified TAP insider.
TAP had pledged to extend the loan as a rider on a deal to buy
control of VARIG's profitable cargo and maintenance subsidiaries
for $62,000,000. The loan was to be offered against future
receivables, with the money earmarked for work on 15 planes,
which have been grounded because a lack of parts and essential
maintenance.
However, TAP's concerns about the recent executive appointments
at VARIG raised questions over the deal. TAP had arranged the
loan with VARIG's previous management and had waited to hear from
the new management before advancing the money.
Fundacao Ruben Berta, which owns the majority of the airline's
shares, appointed former logistics director Humberto Rodrigues
Filho as its chairman, replacing David Zylberstajn. The
foundation also appointed former sales director Marcelo Bottini
as chief executive officer, replacing Omar Carneiro da Cunha.
Sergio Bruni also replaced Eleazar de Carvalho on VARIG's board.
The replacements came at the request of workers' representatives,
who demanded changes in the wake of VARIG's decision to fire more
than 100 pilots.
Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia. VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.
The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage. The Debtors may be the first case under the new law,
which took effect on June 9, 2005. Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization. Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.
Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative. In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos. 05-
14400 and 05-14402). Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States. As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 215/945-7000)
VILLAGES AT SARATOGA: Court Orders Plan To Be Filed by January 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah, Central
Division, denied Eagle Mortgage Company, Inc.'s request for relief
from the automatic stay or for adequate protection in the form of
monthly accruing interest, until plan confirmation, from the
Villages at Saratoga Springs, LC.
Eagle Mortgage's claim arose from a loan agreement with the Debtor
for the purchase and development of 501 acres of land in Saratoga
Springs in Utah. The Debtor executed two promissory notes to
secure Eagle's interest in the transaction:
-- a $7,500,000 note with a $14% annual interest rate; and
-- a $4,300,000 note with a $14% annual interest rate.
Both notes were due and owing Dec. 17, 2004. The notes were
secured by two deeds of trust against the Debtor's real properties
located in Utah. On August 30, 2005, the Debtor was to sell the
entire property (except for two subdivision plats) securing the
notes. The proceeds of which would have been paid to Eagle
Mortgage. However, on Aug. 29, the Debtor filed for bankruptcy.
Eagle asserted that the stay should be lifted to allow foreclosure
of its collateral based on:
a) Debtor's failure to make postpetition payments;
b) Debtor's failure to pay property taxes;
c) lack of equity cushion to protect Eagle's interest; and
d) bad faith filing -- the Debtor has filed for bankruptcy to
stall the foreclosure.
The Debtor obtained from Cypress Financial an updated appraisal of
its property showing that the total of the separate parcels of
property exceeds $26,000,000. Eagle Mortgage claimed the
property's value is between $17,000,000 to $22,000,000.
Saratoga questioned Eagle Mortgage's calculation of what it's
owed. Even if Eagle's $12 million calculation is correct, the
Debtor explained that it is more than adequately protected.
The Debtor also found that Eagle Mortgage has assigned almost all
of its interests in the original deeds to many persons, but it's
not licensed in the State of Utah to do so.
The Debtor admitted that selling the property is one of its
primary plans. However, it is also considering other alternatives
to pay its debts without forfeiting more than $12 million in
equity to the foreclosure sale that Eagle Mortgage wants.
Having denied Eagle's request, the Court ordered the Debtor to
file a plan of reorganization and accompanying disclosure
statement by Jan. 31, 2006.
Headquartered in Spanish Fork, Utah, The Villages at Saratoga
Springs, LC filed for chapter 11 protection on Aug. 29, 2005
(Bankr. D. Utah Case No. 05-33380). Robert Fugal, Esq., at Bird &
Fugal, represents the Debtor in its restructuring efforts. When
the Debtor filed for protection from its creditors, it listed
$26,002,293 in assets and $15,188,610 in debts.
WINDOW ROCK: UST Appoints 9 Creditors to Serve on Committee
-----------------------------------------------------------
The United States Trustee for Region 16 appointed nine creditors
to serve on an Official Committee of Unsecured Creditors in Window
Rock Enterprises, Inc.'s chapter 11 case:
1. Nutritional Laboratories International, Inc.
Attn: Ron Danenberg, CEO
Terry Benisher, President
Mark Richter, CFO
Rusty Murphy, Esq.
Phone: 406-532-5493, Fax: 406-273-5498
2. Vitamin Shoppe Industries, Inc.
Attn: Ronald M. Neifield
2101 91st Street
North Bergen, New Jersey 07047
Phone: 201-624-3440, Fax: 201-868-0727
3. Retail Business Solutions, Inc.
Attn: David McDermott
72 Village Way, Suite B-2
Hudson, Ohio 44236
Phone: 330-342-4050, Fax: 330-342-4051
4. Tabs Group, Inc.
Attn: Kurt Jetta
2 Corporate Drive
Suite 254
Shelton, Connecticut 06484
Phone: 203-925-9157, Fax: 203-929-7293
5. Pacific Eagle International Security Inc.
Attn: Mach Nguyen
10379 Los Alamitos Boulevard
Los Alamitos, California 90720
Phone: 562-493-6110, Fax: 562-493-6190
6. General Nutrition Distribution L.P.
Attn: David J. Sullivan
300 Sixth Avenue, 3rd Floor
Pittsburgh, Pennsylvania 15222
Phone: 412-288-4770, Fax: 412-338-8900
7. Meiselman, Denlea, Packman, Carton & Eberz P.C.
Attn: Toni Breedlove
1311 Mamorneck Avenue
White Plains, New York 10605
Also:
1824 Baywood Drive, Apartment 101
Corona, California 92881
Phone: 914-517-5000, Fax: 914-517-5055
8. Walmart Stores, Inc.
Attn: Marlene L. Allen-Hammarlund
Graham, Savage, Nolan & Tilden
3750 University Avenue, #250
Riverside, California 92501-3335,
Phone: 951-684-2171, Fax: 951-684-2150
9. Bonilla Design
Attn: Nicole Bonilla
2657 E. Horseshoe Pl.
Chandler, Arizona 85249
Phone: 480-659-9814, Fax: 480-659-9815
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.
Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements. The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels. The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048). Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of more than $100 million.
WINDOW ROCK: Court Sets Disclosure Statement Hearing for Jan. 11
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing at 9:30 a.m. on Jan. 11, 2006, to consider
the adequacy of information contained in the Disclosure Statement
explaining the Plan of Reorganization filed by Window Rock
Enterprises, Inc.
Terms of the Plan
As previously reported, the Plan classifies claims into seven
classes.
Allowed priority unsecured claims will be paid in full and in
cash, on the latest of:
(i) the Effective Date;
(ii) the 10th business day after the date upon which such
priority unsecured claim becomes an allowed priority
business claim; or
(iii) the date upon which such allowed priority unsecured claim
becomes due according to its terms.
The legal, equitable and contractual rights of interest holders,
will not be altered or modified under the Plan.
Ventana Group LLC's $500,000 allowed secured claim will be paid in
full through six monthly installments commencing on the first day
of the full month after the Effective Date. Ventana Group will
retain the liens encumbering its collateral and will reconvey the
lender liens after full payment of its allowed secured claim.
Other allowed secured claims, at the Debtor's discretion, will be
paid through three options:
Option 1: Class 2 claims shall be paid in full through 24
equal monthly installments equal to their claim,
plus interest calculated at the rate of 2.5% over
the prime rate of interest as published in the Wall
Street Journal on the Effective Date. Creditor's
class 2 allowed secured claim will continue to be
secured by its existing lien encumbering its
collateral. Upon full payment, the creditor's lien
shall be released and the Debtor will retain title
to such collateral free and clear of the creditor's
lien. Any deficiency will be treated as a
general unsecured claim.
Option 2: Class 2 creditor's collateral will be returned to
the creditor on the Effective Date in full
satisfaction of the creditor's allowed secured
claim. Any deficiency will be treated as
a general unsecured claim.
Option 3: Holders of class 2 allowed secured claim can demand
or receive accelerated payment of such claim after
the occurrence of a default.
Allowed secured claims for taxes, will receive cash installment
payments in equal quarterly installments of principal and
interest, and will be in an amount sufficient to fully amortize an
allowed secured claim over a period of 5 years from and after the
petition date. The outstanding and unpaid amount of each allowed
secured claim will bear interest, commencing on the Effective Date
and continuing until the allowed secured claim is paid in full, at
the lesser of:
(i) the interest rate available on ninety-day U.S. treasuries
as of the Effective Date; or
(ii) the rate provided by Section 6621(a) of the Internal
Revenue Code on the Effective Date.
Allowed general unsecured claims will be paid through two
payments:
* Initial Distribution:
Holders of allowed general unsecured claims will receive an
amount equal to a pro rata share of a cash fund to be
established by the Debtor in an amount equal to the
aggregate of:
a. $8 million; and
b. any net recoveries received by the Debtor prior to
the confirmation date.
* Final Distribution:
Holders of allowed general unsecured claims will receive an
amount equal to a pro rata share of a cash fund to be
established by the reorganized Debtor in an amount equal to
the aggregate of:
a. any net recoveries received by the reorganized Debtor
on or after the confirmation date;
b. any amount of De Minimis Distributions;
c. any unclaimed property with respect to class 5 claims
released to the reorganized Debtor; and
d. any cash deposited into the disputed claims reserve
with respect to a class 5 disputed claim that is
released to the reorganized Debtor.
Under the Plan, allowed subordinated unsecured claims, will be
paid in full in 20 equal annual installment payments.
Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements. The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels. The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048). Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of more than $100 million.
XERIUM TECH: Appoints David Pretty as Weavexx Unit President
------------------------------------------------------------
Xerium Technologies, Inc. (NYSE: XRM) reported the additions of
David Pretty and Cheryl Diuguid to its senior management team and
the retirement of Wolfgang Zarl.
Mr. Pretty has been promoted to President - Weavexx, Xerium's
North American clothing operation. Mr. Pretty has been with
Xerium and its predecessor businesses for 18 years, most recently
at Weavexx as Senior Vice President Sales, Marketing and
Technology. Miguel Quinonez, who has been responsible for the
clothing business in both North and South America, will return to
South America as President - Xerium South America.
"Dave has a great wealth of experience in all facets of our
clothing business, and we are confident that he is ready to take
on this next challenge," Tom Gutierrez, Xerium's CEO, said. "I
would like to thank Miguel for spending a considerable amount of
time in North America over the last few years working with Dave
and helping him to prepare for this new role. I know that Miguel
and Dave are prepared to work together effectively with rest of
the executive team to continue to develop our clothing business
globally."
Cheryl Diuguid has been named President - Xerium Asia, with
responsibility for accelerating the development of the clothing
and roll covers business in that region. Xerium operations in
Japan and Australia, as well as all sales operations throughout
the region, will report to Ms. Diuguid. Ms. Diuguid joins Xerium
from Enersys Inc., the world's largest industrial battery company,
where she had been Senior Vice President of Asia since 2004 and
Vice President, Strategic Planning and Asia from 2002 to 2003.
Prior to Enersys, Ms. Diuguid served as Vice President and General
Manager of Worldwide Operations for the Invensys Energy Storage
business located in Chippenham, UK.
Wolfgang Zarl completes a 30-year career with Xerium Technologies
and its predecessor businesses, having served in various
operations and technology positions during that time, most
recently as Vice President of Technology, focused primarily on
clothing. Hipolit Gstrein has assumed responsibility for clothing
technology matters worldwide for Xerium. Mr. Gstrein has served
with Xerium and its predecessor businesses for 25 years, working
closely with Mr. Zarl throughout that period. Mr. Gstrein holds a
Ph.D. in Chemistry from the University of Graz in Austria.
Doug Milner, Xerium's President - Stowe Woodward Rolls Worldwide,
will retain responsibility for the roll covers business in North
America and Europe, and Josef Mayer will retain responsibility for
the Xerium European clothing business as President - Clothing
Europe.
Headquartered in Wesborough, Massachusetts, Xerium Technologies,
Inc. -- http://xerium.com/-- is a leading global manufacturer and
supplier of two types of products used primarily in the production
of paper: clothing and roll covers. The company, which operates
around the world under a variety of brand names, owns a broad
portfolio of patented and proprietary technologies to provide
customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs. With 35 manufacturing facilities in 15
countries around the world, Xerium Technologies has approximately
3,900 employees.
* * *
As reported in the Troubled Company Reporter on Dec. 05, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating and bank loan ratings on Westborough, Massachusetts-based
Xerium Technologies Inc. to 'B+' from 'BB-'. At the same time,
the ratings were placed on CreditWatch with negative implications.
* Bingham McCutchen & Swidler Berlin Law Firms to Merge in 2006
---------------------------------------------------------------
Bingham McCutchen LLP, an 850-attorney law firm with 11 offices,
and Swidler Berlin LLP, a 140-attorney, Washington-based firm,
have signed a letter of intent to merge by the end of the first
quarter of 2006. The merger is subject to due diligence, conflict
review, the execution of a definitive agreement and the approval
of the firms' respective partners.
The combined firm, which will use the Bingham McCutchen name, will
total nearly 1,000 lawyers and have annual billings of more than
$700 million. The merger will give Bingham McCutchen enhanced
reach and strength in Washington, D.C., where Swidler Berlin is
based, as well as in New York City.
According to Jay S. Zimmerman, Chairman of Bingham McCutchen,
Swidler has several premier practice areas, including
telecommunications, media and technology; government affairs; and
real estate and structured finance. "These practices will be
significant additions to our corporate, finance and litigation
practice areas," said Zimmerman. "In addition, this merger will
give us a stronger presence in Washington, D.C. -- an area of
particular strategic importance to the firm -- and further
enhance our national platform. Based upon our discussions to
date, we are optimistic about bringing this transaction to
completion."
"We are excited about the prospect of combining two great firms
and two great cultures," said Barry Direnfeld, Managing Partner of
Swidler Berlin. "By joining the roster of top flight lawyers at
Bingham McCutchen, we hope to enhance their standing as a truly
national firm, known for legal skills that combine intelligence
and imagination with integrity."
The majority of Swidler's lawyers are located in Washington, D.C.,
where Bingham currently has 55 lawyers. The merger would make
Washington Bingham's second-largest office.
A merger between Bingham McCutchen and Swidler Berlin would be
Bingham's sixth merger since 1997.
* In 2003, Bingham McCutchen merged with Los Angeles-based
Riordan & McKinzie, a corporate and private equity
boutique co-founded by former Los Angeles Mayor Richard
Riordan.
* In 2002, 500-lawyer Bingham Dana merged with 300-lawyer
McCutchen, Doyle, Brown & Enersen, a leading California
firm known for its extensive litigation capabilities,
creating Bingham McCutchen, a truly national firm with
unprecedented depth in both transactional and litigation
areas.
* In 2001, Richards & O'Neil, a leading mid-sized New York
firm with a sophisticated corporate transactional
practice, as well as real estate and litigation practices,
joined Bingham Dana.
* In 1999, Hebb & Gitlin, a firm known for its premier
position in financial restructuring and insolvency, joined
Bingham Dana. The firms combined their existing offices in
Hartford, CT and London.
* In 1997, the Japanese practice of Marks & Murase, one of
the country's leading Japanese law practices, joined
Bingham Dana, providing the firm with offices in New York
and Los Angeles.
Swidler Berlin is employed as one of the Debtors' special
counsel, representing certain current and former Enron employees
in connection with government and other investigations relating
to the Company and its employee benefit plans.
* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 5, 2006
TURNAROUND MANAGEMENT ASSOCIATION
NJTMA Holiday Party
Iberia Tavern & Restaurant, Newark, New Jersey
Contact: 908-575-7333 or http://www.turnaround.org/
January 13, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Breakfast Forum
Mid-day Club, Chicago, Illinois
Contact: 815-469-2935 or http://www.turnaround.org/
January 18, 2006
TURNAROUND MANAGEMENT ASSOCIATION
South Florida Dinner
Bankers Club, Miami, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
January 24, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Hedge Fund Panel
Troy Marriott, Detroit, Michigan
Contact: 248-593-4810 or http://www.turnaround.org/
January 26, 2006
TURNAROUND MANAGEMENT ASSOCIATION
PowerPlay - TMA Night at the Thrashers
Philips Arena, Atlanta, Georgia
Contact: 678-795-8103 or http://www.turnaround.org/
January 26, 2006
ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
Looking Back at the First 90 Days
Cornell Club, New York, New York
Contact: http://www.airacira.org/
January 26-28, 2006
AMERICAN BANKRUPTCY INSTITUTE
Rocky Mountain Bankruptcy Conference
Westin Tabor Center, Denver, Colorado
Contact: 1-703-739-0800; http://www.abiworld.org/
January 31, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Retail Roundtable Discussion
Centre Club, Tampa, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
February 2, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Commercial Lenders Breakfast
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
February 9-10, 2006
AMERICAN BANKRUPTCY INSTITUTE
International Insolvency Symposium
Eden Roc, Miami, Florida
Contact: 1-703-739-0800; http://www.abiworld.org/
February 15, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Professional Development Meeting
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
February 27-28, 2006
PRACTISING LAW INSTITUTE
8th Annual Real Estate Tax Forum
New York, New York
Contact: http://www.pli.edu/
February 28, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Luncheon
Citrus Club, Orlando, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
March 2-3, 2006
ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
Legal and Financial Perspectives on Business Valuations &
Restructuring (VALCON)
Four Seasons Hotel, Las Vegas, Nevada
Contact: http://www.airacira.org/
March 2-5, 2006
NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
2006 NABT Spring Seminar
Sheraton Crescent Hotel, Phoenix, Arizona
Contact: http://www.pli.edu/
March 4-6, 2006
NORTON INSTITUTES ON BANKRUPTCY LAW
Bankruptcy Law Institute
Marriott, Park City, Utah
Contact: 770-535-7722 or
http://www2.nortoninstitutes.org/
March 9, 2006
AMERICAN BANKRUPTCY INSTITUTE
Nuts & Bolts for Young Practitioners
Century Plaza, Los Angeles, California
Contact: 1-703-739-0800; http://www.abiworld.org/
March 9, 2006
TURNAROUND MANAGEMENT ASSOCIATION
UTS Fundamentals of Turnaround Management for SMEs
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
March 10, 2006
AMERICAN BANKRUPTCY INSTITUTE
Bankruptcy Battleground West
Century Plaza, Los Angeles, California
Contact: 1-703-739-0800; http://www.abiworld.org/
March 15, 2006
TURNAROUND MANAGEMENT ASSOCIATION
South Florida Dinner
South Florida
Contact: 561-882-1331 or http://www.turnaround.org/
March 15, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Networking Function
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
March 15-17, 2006
STRATEGIC RESEARCH INSTITUTE
Mid-Market March Madness: Capitalizing on M&A, Buyouts &
Turnaround Opportunities
Omni Hotel at CNN Center, Atlanta, GA
Contact: 925-825-8738 or
http://www.srinstitute.com/
March 22-25, 2006
TURNAROUND MANAGEMENT ASSOCIATION
TMA Spring Conference
JW Marriott Desert Ridge, Phoenix, Arizona
Contact: http://www.turnaround.org/
March 28, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Luncheon
Centre Club, Tampa, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
March 30-31, 2006
PRACTISING LAW INSTITUTE
Commercial Real Estate Financing: What Borrowers &
Lenders Need to Know Now
Chicago, Illinois
Contact: http://www.pli.edu/
March 30 - April 1, 2006
AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting, Securities, and Bankruptcy
Scottsdale, Arizona
Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
April 1-4, 2006
NORTON INSTITUTES ON BANKRUPTCY LAW
Bankruptcy Law Institute
The Flamingo, Las Vegas, Nevada
Contact: 770-535-7722 or
http://www2.nortoninstitutes.org/
April 5-8, 2006
MEALEYS PUBLICATIONS
Insurance Insolvency and Reinsurance Roundtable
Fairmont Scottsdale Princess, Scottsdale, Arizona
Contact: http://www.mealeys.com/
April 6, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Commercial Lenders Breakfast
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
April 6-7, 2006
BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
The Seventh Annual Conference on Healthcare Transactions
Successful Strategies for Mergers, Acquisitions,
Divestitures, and Restructurings
The Millennium Knickerbocker Hotel, Chicago,
Illinois
Contact: 903-595-3800; 1-800-726-2524;
http://www.renaissanceamerican.com/
April 12, 2006
TURNAROUND MANAGEMENT ASSOCIATION
The Great Debate
ANZ Bank, Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
April 18-22, 2006
AMERICAN BANKRUPTCY INSTITUTE
Annual Spring Meeting
JW Marriott, Washington, D.C.
Contact: 1-703-739-0800; http://www.abiworld.org/
April 19, 2006
PRACTISING LAW INSTITUTE
Residential Real Estate Contracts & Closings
New York, New York
Contact: http://www.pli.edu/
April 25, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Luncheon
Citrus Club, Orlando, FL
Contact: 561-882-1331 or http://www.turnaround.org/
May 4-6, 2006
AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
Fundamentals of Bankruptcy Law
Chicago, Illinois
Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
May 5, 2006
AMERICAN BANKRUPTCY INSTITUTE
Nuts & Bolts for Young Practitioners
Alexander Hamilton Custom House, New York, New York
Contact: 1-703-739-0800; http://www.abiworld.org/
May 8, 2006
AMERICAN BANKRUPTCY INSTITUTE
NYC Bankruptcy Conference
Millennium Broadway, New York, New York
Contact: 1-703-739-0800; http://www.abiworld.org/
May 10, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Networking Function
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
May 17, 2006
TURNAROUND MANAGEMENT ASSOCIATION
South Florida Dinner
Bankers Club, Miami, FL
Contact: 561-882-1331 or http://www.turnaround.org/
May 18-19, 2006
BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
Third Annual Conference on Distressed Investing Europe
Maximizing Profits in the European Distressed Debt Market
Le Meridien Piccadilly Hotel, London, UK
Contact: 903-595-3800; 1-800-726-2524;
http://www.renaissanceamerican.com/
May 22, 2006
TURNAROUND MANAGEMENT ASSOCIATION
LI TMA Annual Golf Outing
Indian Hills Golf Club, Long Island, New York
Contact: 631-251-6296 or http://www.turnaround.org/
May 30, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Luncheon
Centre Club, Tampa, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
June 1, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Commercial Lenders Breakfast
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
June 1-2, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Southeast Regional Conference
Amelia Island, Florida
Contact: 410-347-7391 or http://www.turnaround.org/
June 7-10, 2006
ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
22nd Annual Bankruptcy & Restructuring Conference
Grand Hyatt, Seattle, Washington
Contact: http://www.airacira.org/
June 14, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Signature Luncheon, Charity Event
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
June 15-18, 2006
AMERICAN BANKRUPTCY INSTITUTE
Central States Bankruptcy Workshop
Grand Traverse Resort, Traverse City, Michigan
Contact: 1-703-739-0800; http://www.abiworld.org/
June 21-23, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Global Educational Symposium
Hyatt Regency, Chicago, Illinois
Contact: http://www.turnaround.org/
June 22-23, 2006
BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
Ninth Annual Conference on Corporate Reorganizations
Successful Strategies for Restructuring Troubled
Companies
The Millennium Knickerbocker Hotel, Chicago,
Illinois
Contact: 903-595-3800; 1-800-726-2524;
http://www.renaissanceamerican.com/
June 27, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Luncheon
Citrus Club, Orlando, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
June 29 - July 2, 2006
NORTON INSTITUTES ON BANKRUPTCY LAW
Bankruptcy Law Institute
Jackson Lake Lodge, Jackson Hole, Wyoming
Contact: 770-535-7722 or
http://www2.nortoninstitutes.org/
July 12, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Networking Function
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
July 13-16, 2006
AMERICAN BANKRUPTCY INSTITUTE
Northeast Bankruptcy Conference
Newport Marriott, Newport, Rhode Island
Contact: 1-703-739-0800; http://www.abiworld.org/
July 19, 2006
TURNAROUND MANAGEMENT ASSOCIATION
South Florida Dinner
South Florida
Contact: 561-882-1331 or http://www.turnaround.org/
July 25, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Luncheon
Centre Club, Tampa, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
July 26-29, 2006
AMERICAN BANKRUPTCY INSTITUTE
Southeast Bankruptcy Workshop
The Ritz Carlton Amelia Island, Amelia Island, Florida
Contact: 1-703-739-0800; http://www.abiworld.org/
August 3, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Commercial Lenders Breakfast
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
August 3-5, 2006
AMERICAN BANKRUPTCY INSTITUTE
Mid-Atlantic Bankruptcy Workshop
Hyatt Regency Chesapeake Bay, Cambridge, Maryland
Contact: 1-703-739-0800; http://www.abiworld.org/
August 9, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Professional Development Meeting
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
August 29, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Luncheon
Citrus Club, Orlando, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
September 7-9, 2006
AMERICAN BANKRUPTCY INSTITUTE
Southwest Bankruptcy Conference
Wynn Las Vegas, Las Vegas, Nevada
Contact: 1-703-739-0800; http://www.abiworld.org/
September 13, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Networking Function
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
September 17-24, 2006
NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
Optional Alaska Cruise
Seattle, Washington
Contact: 800-929-3598 or http://www.nabt.com/
September 20, 2006
TURNAROUND MANAGEMENT ASSOCIATION
South Florida Dinner
Bankers Club, Miami, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
September 26, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Luncheon
Centre Club, Tampa, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
October 5, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Commercial Lenders Breakfast
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
October 11, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Professional Development Meeting
Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
October 11-14, 2006
TURNAROUND MANAGEMENT ASSOCIATION
2006 Annual Conference
Milleridge Cottage, Long Island, New York
Contact: 312-578-6900; http://www.turnaround.org/
October 31, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Luncheon
Citrus Club, Orlando, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
November 1-4, 2006
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
National Conference of Bankruptcy Judges
San Francisco, California
Contact: http://www.ncbj.org/
November 15, 2006
TURNAROUND MANAGEMENT ASSOCIATION
South Florida Dinner
Citrus Club, Orlando, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
November 28, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Luncheon
Centre Club, Tampa, FL
Contact: 561-882-1331 or http://www.turnaround.org/
November 30-December 2, 2006
AMERICAN BANKRUPTCY INSTITUTE
Winter Leadership Conference
Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
Contact: 1-703-739-0800; http://www.abiworld.org/
December 13, 2006
TURNAROUND MANAGEMENT ASSOCIATION
Christmas Function
GE Commercial Finance, Sydney, Australia
Contact: 0438 653 179 or http://www.turnaround.org/
February 2007
AMERICAN BANKRUPTCY INSTITUTE
International Insolvency Symposium
San Juan, Puerto Rico
Contact: 1-703-739-0800; http://www.abiworld.org/
April 11-15, 2007
AMERICAN BANKRUPTCY INSTITUTE
ABI Annual Spring Meeting
J.W. Marriott, Washington, DC
Contact: 1-703-739-0800; http://www.abiworld.org/
March 27-31, 2007
TURNAROUND MANAGEMENT ASSOCIATION
Spring Conference
Four Seasons Las Colinas, Dallas, Texas
Contact: http://www.turnaround.org/
March 29-31, 2007
ALI-ABA
Chapter 11 Business Reorganizations
Scottsdale, Arizona
Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
June 6-9, 2007
ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
23rd Annual Bankruptcy & Restructuring Conference
Westin River North, Chicago, Illinois
Contact: http://www.airacira.org/
June 14-17, 2007
AMERICAN BANKRUPTCY INSTITUTE
Central States Bankruptcy Workshop
Grand Traverse Resort, Traverse City, Michigan
Contact: 1-703-739-0800; http://www.abiworld.org/
July 12-15, 2007
AMERICAN BANKRUPTCY INSTITUTE
Northeast Bankruptcy Conference
Marriott, Newport, RI
Contact: 1-703-739-0800; http://www.abiworld.org/
October 10-13, 2007
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
National Conference of Bankruptcy Judges
Orlando, Florida
Contact: http://www.ncbj.org/
October 22-25, 2007
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
Marriott, New Orleans, Louisiana
Contact: 312-578-6900; http://www.turnaround.org/
December 6-8, 2007
AMERICAN BANKRUPTCY INSTITUTE
Winter Leadership Conference
Westin Mission Hills Resort, Rancho Mirage, California
Contact: 1-703-739-0800; http://www.abiworld.org/
March 25-29, 2008
TURNAROUND MANAGEMENT ASSOCIATION
TMA Spring Conference
Ritz Carlton Grande Lakes, Orlando, Florida
Contact: http://www.turnaround.org/
September 24-27, 2008
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
National Conference of Bankruptcy Judges
Scottsdale, Arizona
Contact: http://www.ncbj.org/
October 28-31, 2008
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
Marriott Copley Place, Boston, Massachusetts
Contact: 312-578-6900; http://www.turnaround.org/
October 5-9, 2009
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
Marriott Desert Ridge, Phoenix, Arizona
Contact: 312-578-6900; http://www.turnaround.org/
2009 (TBA)
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
National Conference of Bankruptcy Judges
Las Vegas, Nevada
Contact: http://www.ncbj.org/
October 4-8, 2010
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
JW Marriott Grande Lakes, Orlando, Florida
Contact: http://www.turnaround.org/
2010 (TBA)
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
National Conference of Bankruptcy Judges
New Orleans, Louisiana
Contact: http://www.ncbj.org/
The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland, USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.
Copyright 2005. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each. For subscription information, contact Christopher Beard
at 240/629-3300.
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