T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 19, 2006, Vol. 10, No. 144 Headlines 1241 ROUTE: Voluntary Chapter 11 Case Summary ADELPHIA COMMS: Plan Voting Deadline Extended Until July 26 ADSOUTH PARTNERS: Posts $1.7 Million Net Loss in First Quarter AFFILIATED COMPUTER: Turns to Rich Capital for Financial Advise AFFINITY GROUP: Amends Terms of $200 Million Senior Debt Facility AMC ENTERTAINMENT: Completes $325 Million Sr. Notes Exchange Offer AMERICAN AXLE: Moody's Rates $200 Mil. Unsecured Term Loan at Ba3 AMERICAN MEDIA: Exploring Sale of Five Special Interest Titles ANVIL HOLDINGS: April 29 Balance Sheet Upside-Down By $128.7 Mil. ARCTIC GLACIER: Acquires Assets and Operations of Happy Ice ASARCO LLC: Ct. Amended Sale Order of Tennessee Mines to Glencore ASARCO LLC: Court Okays Claro Group as Insurance-Recovery Advisor AVENTINE RENEWABLE: Launches Tender Offer for Floating Rate Notes BALLY TOTAL: Will File Financials Before July 10 Waiver Deadline BANC OF AMERICA: Moody's Holds Low-B Ratings on $46.8 Mil. Certs. BANCREDIT CAYMAN: GFN Objects to Discovery Authority Request BEARD COMPANY: Cole & Reed Expresses Going Concern Doubt BOYDS COLLECTION: Deloitte & Touche Issues Going Concern Doubt CALIBRE ENERGY: Posts $673,612 Net Loss in 2006 First Quarter CALPINE CORP: Appoints Glen H. Hiner to Board of Directors CARLYLE HOLDINGS: Case Summary & 12 Largest Unsecured Creditors CATHOLIC CHURCH: T.A.L. Wants Sexual Abuse Claim Paid in Portland CATHOLIC CHURCH: Portland Trims Budget & Jobs Due to Bankr. Costs CEEBRAID ACQUISITION: Court Dismisses Chapter 11 Case CHARLES DYER: Voluntary Chapter 11 Case Summary CHICAGO HUDSON: Files Schedules of Assets and Liabilities CHRISTIAN FELLOWSHIP: Case Summary & 20 Largest Unsec. Creditors COIN BUILDERS: Objects to Panels Request for Chapter 7 Conversion COIN BUILDERS: U.S. Trustee Opposes Disclosure Statement Approval CONSTELLATION BRANDS: Completes C$1.227 Billion Vincor Acquisition CONSTELLATION BRANDS: Moody's Rates New $3.5 Billion Loan at Ba2 CREDIT SUISSE: Moody's Affirms Low-B Ratings on $31.7 Mil. Certs. DAUPHIN TECH: Porter Keadle Moore Expresses Going Concern Doubt DELPHI CORP: Agrees to Incentives Agreement with GM and Union DIVERSIFIED CORP: March 31 Balance Sheet Upside-Down by $6.8 Mil. DRESSER INC: Filing Delay Prompts S&P to Downgrade Rating to B DYNCORP INTERNATIONAL: Earnings Growth Prompts S&P to Lift Ratings ENER1 INC: Secures New Cost-Share Contract from U.S. Advanced ENTERPRISE PRODUCTS: S&P Affirms BB+ Corporate Credit Rating EXIDE TECHNOLOGIES: Settles Adversary Proceedings with 5 Lenders FLEETPRIDE CORP: Moody's Junks Rating on $150 Million Senior Notes FOAMEX INT'L: U.S. Trustee Opposes Equity Panel Appointment FOAMEX INTERNATIONAL: Appoints Raymond Mabus Interim Pres. & CEO FREMONT GENERAL: DBRS Rates Trust Preferred Securities at B(high) GENERAL MOTORS: Backs Special Attrition Plan for Delphi Workers GENEVA LLC: Voluntary Chapter 11 Case Summary GRACE INDUSTRIES: Files Plan & Disclosure Statement in New York GREAT COMMISSION: Hires Cunningham & Chernicoff as Counsel GREAT COMMISSION: U.S. Trustee Appoints Three-Member Committee HEALTHSOUTH CORP: Prices $1 Billion of Senior Notes HIGHWAY HAULERS: Case Summary & 17 Largest Unsecured Creditors INNOSPEC INC: Expands Borrowing Capacity to $200 Million INTERPUBLIC GROUP: Inks Option Pacts with Four Derivatives Dealers INVERNESS MEDICAL: Sees $1.5MM Annual Savings from Sales Shake-Up JUNIOR ABEYTA: Case Summary & 18 Largest Unsecured Creditors KAISER ALUMINUM: Court Approves Amended Claims Sale Protocols KAISER ALUMINUM: Creditors Object to ACE Insurers Settlement Pact KELLWOOD CO: Signs Rights Agreement with American Stock Transfer KMART CORPORATION: Reports 13-Week Sales Revenue Ended April 29 KMART CORP: Former Ridge Avenue Property Sold for $4.25 Million KMART CORP: Court Reduces & Allows L.A. County's Two Tax Claims LIGAND PHARMACEUTICALS: Resumes NASDAQ Trading Effective June 14 LION-GRI INT'L: Posts $131,471 Net Loss in 2006 First Quarter LOVESAC CORP: Files Chapter 11 Plan of Liquidation in Delaware MASSACHUSETTS HEALTH: S&P Affirms BB+ Rating on Series 1998 Bonds MERIDIAN AUTOMOTIVE: U.S. Trustee Objects to Watson Wyatt's Fees MERIDIAN AUTOMOTIVE: Wants Ionia GenCorp Benefits Agreement Okayed MILLENIUM BIOLOGIX: Going Concern Depends on Additional Financing MILLENIUM BIOTECH: March 31 Balance Sheet Upside-Down by $3.5 Mil. MIRANT CORP: Examiner, et al. Ask Court for Fee Adjustment MIRANT CORP: Asks Court to Okay NY Independent System Settlement MOUNTAIN VIEW: Moody's Puts Low-B Ratings on $20.5MM Class Certs. MOUNT CLEMENS: Fitch Maintains Watch Status Despite Bond Default NETWORTH TECH: Wheeler Herman Expresses Going Concern Doubt NETWORTH TECH: March 31 Balance Sheet Upside-Down by $8.8 Million NEWAVE INC: Acquires Media Design Firm to Realize Cost Savings OPTION ONE: S&P Affirms Seven Certificate Classes' Low-B Ratings OWENS CORNING: Objects to Tyree's $1 Million Claim PARMALAT USA: Court OKs Pact on Industrial Machine's Inspection PARMALAT USA: Court Okays Allowance of Bartlett's $250,000 Claim PARMALAT USA: Perry's Allowed to Pursue N.Y. State Court Action PAINCARE HOLDINGS: Lenders Waive Debt Terms for $300,000 Payment PEGASUS SATELLITE: Trust Sells TV Broadcast Operations for $49MM PLIANT CORP: Bondholders & Shareholders Withdraw Plan Objections PRIMUS TELECOM: March 31 Balance Sheet Upside-Down by $246 Mil. Q.E.P. CO: Lenders Waive Loan Agreement Terms Violation QCA HEALTH: A.M. Best Says Financial Strength Still Marginal QUANTA SERVICES: Obtains $300 Million Revolving Credit Facility QWEST COMMS: Strong Liquidity Cues S&P to Lift Short-Term Rating SECURITIZED ASSET: Moody's Puts Low-B Ratings on 2 Cert. Classes SILICON GRAPHICS: Files Joint Plan of Reorganization SILICON GRAPHICS: Walks Away from Eight Executory Contracts SILICON GRAPHICS: Gets Final Okay to Honor Prepetition Obligations SOVEREIGN BANCORP: Prices $300 Million Capital Securities Offering STANDARD STEEL: S&P Puts Low-B Ratings on $165 Million Facilities STERLING FINANCIAL: Unit Completes $55 Million Securities Offer STRIKEFORCE TECHNOLOGIES: Files Amended 2005 Financial Statements TASMAN PACIFIC: A.M. Best Says Financial Strength is Fair TRIBUNE CO: Capital Return Prompts Moody's to Downgrade Ratings TRIPPERS INC: Case Summary & 19 Largest Unsecured Creditors TRITON CDO: Moody's Junks Rating on $26.7 Million Class B Notes TRM CORP: Establishes $109 Million Credit Facility US AIRWAYS: Flight Attendants Outraged by Management Stock Options USG CORP: Asks Court to Okay $1.72MM Federal Insurance Settlement W.R. GRACE: Acquires Basell's Catalyst Manufacturing Assets W.R. GRACE: CHL Administration Holds $1.7 Million Unsec. Claim W.R. GRACE: Exclusive Periods Extended as Mediation Continues WACHOVIA BANK: S&P Puts Low-B Ratings on Six Certificate Classes WASTE SERVICES: Plans to Seek Changes to Senior Credit Facility WESTON NURSERIES: Will Sell Assets Next Month WILLIAMS COS: Settles Shareholder Lawsuit for $290 Million WILLIAMS PARTNERS: Prices Private Offering of $150 Mil. Sr. Notes WINN-DIXIE: Sunrise Properties Buys Four Stores for $2 Million WINN-DIXIE: South Florida Investment Buys Hollywood Tract for $6M+ * BOND PRICING: For the week of June 12 - June 16, 2006 ********* 1241 ROUTE: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 1241 Route 23 Wayne Corp. 1241 Route 23 Wayne, New Jersey 07470 Bankruptcy Case No.: 06-15464 Chapter 11 Petition Date: June 16, 2006 Court: District of New Jersey (Newark) Judge: Morris Stern Debtor's Counsel: John J. Scura, III, Esq. Scura, Mealey, Scura & Stack, LLP 1599 Hamburg Turnpike P.O. Box 2031 Wayne, New Jersey 07470 Tel: (973) 696-8391 Total Assets: $1,200,000 Total Debts: $780,000 The Debtor did not file a list of its 20 largest unsecured creditors. ADELPHIA COMMS: Plan Voting Deadline Extended Until July 26 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York extended, until 4:00 p.m. on July 26, 2006, the deadline for the submission of ballots and master ballots to accept or reject the Modified Fourth Amended Joint Plan of Reorganization, dated April 28, 2006, of Adelphia Communications Corporation and its debtor- affiliates. In the case of securities held through an intermediary, the deadline for instructions to be received by the intermediary has been extended to 4:00 p.m. on July 21, 2006 or such other date as specified by the applicable intermediary, so that master ballots can be prepared and received by the Voting Deadline. Pursuant to the Extension Order, the Voting Deadline to accept or reject the Second Modified Fourth Amended Joint Plan of Reorganization of Parnassos Communications, L.P. and Century-TCI California Communications, L.P., the joint ventures the Debtors hold with Comcast Corporation, is 4:00 p.m. on June 21, 2006. About Adelphia Based in Coudersport, Pa., Adelphia Communications Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest cable television company in the country. Adelphia serves customers in 30 states and Puerto Rico, and offers analog and digital video services, high-speed Internet access and other advanced services over its broadband networks. The Company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represents the ACOM Debtors. PricewaterhouseCoopers serves as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the Official Committee of Unsecured Creditors. ADSOUTH PARTNERS: Posts $1.7 Million Net Loss in First Quarter -------------------------------------------------------------- Adsouth Partners, Inc. (OTCBB:ASPR), reported financial results for the first quarter ended March 31, 2006. On March 30, 2006, the Company decided to enter into negotiations for the sale of its product sector. On April 25, 2006 the Company entered into a letter of intent, which contemplated the sale to MFC Development Corp., subject to the negotiation and execution of an agreement of sale, by the Company of the product sector for a total consideration to be valued at $9.5 million. Commencing with the quarter ended March 31, 2006, Adsouth's historical financial statements are reclassified to reflect the products segment as a discontinued operation. Adsouth's continuing operations are in two business segments -- generator sales and advertising services. The Company reported consolidated revenue from continuing operations for the first quarter of 2006 of $4,316,000, compared to $415,000 for the first quarter last year. Net loss from continuing operations was $780,000 for the first quarter of 2006, compared to a loss of $153,000 for the first quarter 2005. For the first quarter of 2006, revenue from the discontinued product sector was $669,000, compared to $1,306,000 for the first quarter last year. The loss from the discontinued product sector for the first quarter 2006 was $1,009,000 compared to income of $244,000 for the first quarter 2005. Overall, the Company incurred a consolidated net loss of $1,789,000 for the first quarter of 2006, compared to consolidated net income of $91,000 for the first quarter of 2005. New CEO On May 15, 2006 the Company's Board of Directors appointed Charles Matza as the Company's new Chief Executive Officer and Board Chairman. Charles Matza, commented, "Since joining Adsouth I have been reviewing and assessing the Company's strategic direction, operational and corporate infrastructure and financial structure, with a goal of developing a long term strategic plan for the future. The Company continues to work towards a definitive agreement on the sale of our consumer brands." Issuance of Notes Payable On February 10, 2006, Genco Power Solutions, Inc. entered into a loan agreement with a non-affiliated lender pursuant to which the Company borrowed $500,000 on February 10, 2006, and $500,000 on March 15, 2006. The loan bears interest at 18% per annum. On April 1, 2006, Genco borrowed an additional $500,000 for which it issued a demand promissory note which bears interest at 15%. On May 9, 2006, Genco entered into a loan agreement with a non- affiliated lender which provides for a $2,100,000 loan commitment. Genco used $1,437,000 of the loan proceeds to pay-off principal and interest owed on Genco's existing loans. The loan bears interest at the prime rate plus 7.5%, an effective rate of 15.25% per annum on the date of the loan. Commencing June 8, 2006, Genco is required to make monthly payments of $58,333 plus accrued interest, until June 8, 2007, when the entire unpaid balance is due. If the loan is prepaid prior to December 8, 2006, Genco is required to pay a prepayment penalty equal to 1% of the amount prepaid. The loan is guaranteed by Adsouth Partners, Inc. and John P. Acunto, Jr., the Company's principal stockholder, for which he received consideration of $32,500 from Genco. In addition the lender holds a security interest in all of Genco's assets and has a right of first refusal to provide customer financing for the sale of Genco's generator systems. In connection with the loan, the Company issued 100 additional shares, or 10%, of Genco common stock it owned to two individuals who arranged the financing and who have agreed to provide additional consulting services to Genco. Upon issuance of the shares of the common stock of Genco, the Company holds 80% of the authorized and issued shares of common stock of Genco and the two individuals hold 20% of the authorized and issued shares of Genco's common stock. Going Concern and Management's Plan The Company's unaudited condensed consolidated financial statements for the first quarter ended March 31, 2006, have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company incurred a loss of $780,000 from continuing operations and generated cash flows from continuing operations of $303,000 but used $892,000 in cash operating its discontinued products sector for the first quarter ended March 31, 2006. As of March 31, 2006, the Company had an accumulated deficit of $8,269,000 and had working capital of $135,000. During the quarter ended March 31, 2006, revenues from two advertising customers, who are no longer customers, represented 72% and 28%, respectively, of total revenues. In addition, the Company is a defendant in a recently-commenced litigation seeking damages in excess of $2,000,000. Although the Company believes it has meritorious defenses against such lawsuit, an unfavorable outcome of such action would have a materially adverse impact on its business and its ability to continue operating. As of May 22, 2006, the Company has approximately $900,000 in cash and cash equivalents. The Company expects to generate cash flow from the sale and installation of generators from Genco's existing backlog of orders. As of May 22, 2006, the Company has in house or on an existing purchase order with its generator supplier, sufficient generators to fulfill its existing back log of generator orders which are in excess of $2 million. If the Company is unable to install the generators in a timely manner it will need additional funding to continue its operations. The Company says that these factors raise substantial doubt about its ability to continue as a going concern. Legal Proceedings On May 15, 2006, the Company was served in an action in the Bankruptcy Court in the State of New Jersey by N.V.E., Inc. Other defendants in the action are a principal stockholder and former chief executive officer, a director and former chief executive officer, the Company's chief financial officer and three other employees of the Company. The complaint arises from a letter agreement dated May 12, 2005, pursuant to which the Company performed services for NVE relating to NVE's advertising campaign. The complaint alleges that the Company breached the contract in fraudulently invoicing NVE for advertising services. The complaint also alleges that the Company's conduct constituted criminal activity and includes a claim under federal and New Jersey Racketeer Influenced and Corrupt Organizations Act, and seeks damages in excess of $2,000,000 plus costs, with claims for treble damages and punitive damages. The Company believes that the allegations of criminal conduct and the RICO claims are without merit. The Company believes that it has meritorious defenses to the other claims alleged and intends to vigorously defend the action. Genco Power Solutions, Inc. Adsouth's generator sales segment includes the sale, installation and servicing of standby and portable generators to both residential and commercial customers, through its Genco Power Solutions, Inc. subsidiary. The Company is currently selling, installing, and servicing Guardian standby and portable generators. Since December 2005, the Company has been developing the infrastructure necessary to operate the Adsouth Partners, Inc. Announces First Quarter of 2006 Financial Resultssales segment, including the acquisition of computers, vehicles and equipment and warehouse space. During the first quarter of 2006 the Company launched its generator sales operations in South Florida including the initiation of a radio advertising campaign, the hiring of a sales force and customer services representatives and installation crews. The generator sales sector reported revenue of $5,000 for the first quarter of 2006. As of May 22, 2006, the Company has a back log of generator orders which are in excess of $2 million. In May 2006 the Company executed leases for office and warehouse space in Orlando and Pompano Beach, Florida for Genco which is the first phase of its launch into the northern and central areas of Florida. About Adsouth Partners, Inc. Adsouth Partners -- http://www.adsouthpartners.com/-- is a vertically integrated direct response marketing company that generates revenues from the placement of advertising, the production of advertisements, creative advertising and public relations consulting services. Since mid 2004, it has expanded its activities as it obtained the rights to products that it markets and sells to retail outlets. Since December 2005, through a majority-owned subsidiary, Genco Power Solutions, Inc. -- http://www.gencopowersolutions.com-- the Company has been marketing integrated power generator systems to residential homeowners and commercial businesses throughout Florida. AFFILIATED COMPUTER: Turns to Rich Capital for Financial Advise --------------------------------------------------------------- Affiliated Computer Services, Inc., entered into an engagement letter with Rich Capital, LLC, on June 9, 2006. Under the engagement letter, Rich Capital will act as the Company's non- exclusive financial adviser in connection with proposed acquisition candidates. The engagement letter terminates on May 31, 2008. Rich Capital will be paid an aggregate $500,000 retainer during the term of the engagement. A full-text copy of the engagement letter is available for free at http://researcharchives.com/t/s?b83/ About Affiliated Computer Headquartered in Dallas, Texas, Affiliated Computer Services, Inc., (NYSE: ACS) -- http://www.acs-inc.com/-- provides business process outsourcing and information technology solutions to commercial and government clients. * * * As reported in the Troubled Company Reporter on Feb. 16, 2006, Moody's Investors Service downgraded Affiliated Computer's existing notes rating to Ba2 from Baa3 and assigned a Ba2 corporate family rating and Ba2 ratings to the company's $5 billion bank credit facilities. Moody's also confirmed the Company's Baa3 senior unsecured bank credit facility rating and will withdraw the rating upon the consummation of the proposed financing package. As reported in the Troubled Company Reporter on Feb. 16, 2006, Standard & Poor's Ratings Services held its ratings for Affiliated Computer on CreditWatch, where they were placed with negative implications, on Jan. 27, 2006. Standard & Poor's said it will lower its corporate credit rating on the company to 'BB-' from 'BB+', if ACS materially completes the repurchase of $3.5 billion of the company's shares. The outlook will be stable. AFFINITY GROUP: Amends Terms of $200 Million Senior Debt Facility ----------------------------------------------------------------- Affinity Group, Inc., modified its Amended and Restated Credit Agreement dated as of June 24, 2003, on June 8, 2006, to permit the Company to repurchase up to $30 million of the Company's $200 million 9% senior subordinated notes due 2012 from time to time as and when the Company determines. As of June 8, 2006, the principal balance of the term loans outstanding under the Senior Credit Facility aggregated $109.5 million, $7.3 million is reserved for letters of credit issued under the revolving credit line of the Senior Credit Facility and $27.7 million is available for borrowing under the Senior Credit Facility. The Senior Subordinated Notes bear interest at 9% per annum payable semi-annually, mature on February 15, 2012, and may be called at a price of 104.5% beginning February 15, 2008 and declining to par at February 15, 2010. The Company may, from time to time, repurchase the Senior Subordinated Notes with its available cash or from borrowings under its credit line under the Senior Credit Facility. In addition, the Company believes that affiliates of the Company, including other entities owned or controlled by Stephen Adams who controls the Company's ultimate parent company, may also purchase the Senior Subordinated Notes from time to time. A full-text copy of the Seventh Amendment to the Credit Agreement dated June 8, 2006, is available for free at: http://researcharchives.com/t/s?b8c Headquartered in Ventura, California, Affinity Group, Inc. -- http://www.affinitygroup.com/-- and its affiliated companies serve the safety, security, comfort, and convenience needs of the North American recreational vehicle market. * * * As reported in the Troubled Company Reporter on May 5, 2006, Standard & Poor's Ratings Services lowered its ratings on Affinity Group Holding Inc. and its operating subsidiary, Affinity Group Inc., including lowering the corporate credit ratings to 'B' from 'B+'. The outlook is stable. Total debt outstanding was $412.7 million as of Dec. 31, 2005. AMC ENTERTAINMENT: Completes $325 Million Sr. Notes Exchange Offer ------------------------------------------------------------------ AMC Entertainment Inc. completed its previously reported offer to exchange up to $325 million in aggregate principal amount of its 11% Series B Senior Subordinated Notes due 2016, which have been registered under the Securities Act of 1933, as amended, for its outstanding 11% Series A Senior Subordinated Notes due 2016. The Exchange Offer expired on its terms at 5:00 p.m., New York City time, on June 13, 2006. According to the HSBC Bank USA, National Association, the exchange agent for the Exchange Offer, $325,000,000 in aggregate principal amount of the 11% Series A Senior Subordinated Notes due 2016 were tendered, which represents 100% of the total outstanding principal amount of the original notes. The terms of the new notes are substantially identical to those of the original notes, except that the new notes do not bear any restrictions on transfer. The exchange offer was made only by the prospectus dated May 12, 2006. Headquartered in Kansas City, Missouri, AMC Entertainment Inc. -- http://www.amctheatres.com/-- is a worldwide leader in the theatrical exhibition industry. The company serves more than 250 million guests annually through interests in 415 theatres and 5,672 screens in 12 countries including the United States. * * * As reported in the Troubled Company Reporter on Feb. 2, 2006, Standard & Poor's Ratings Services affirmed its ratings, including its 'B' corporate credit rating, on both AMC Entertainment Inc. and AMC's parent, Marquee Holdings Inc. The outlook for both AMC and Marquee is negative. As reported in the Troubled Company Reporter on Jan. 16, 2006, Fitch Ratings assigned a 'B' issuer default rating to AMC Entertainment Inc. Fitch also assigned a 'B' Issuer Default Rating to AMC's parent, Marquee Holdings Inc. As reported in the Troubled Company Reporter on Jan. 6, 2006, Moody's Investors Service assigned a Ba3 rating to the proposed bank facilities of AMC and a B3 rating to AMC's proposed senior subordinated notes issuance. AMERICAN AXLE: Moody's Rates $200 Mil. Unsecured Term Loan at Ba3 ----------------------------------------------------------------- Moody's Investors Service affirmed the Ba3 Corporate Family rating of American Axle & Manufacturing Holdings, Inc., and assigned at Ba3 rating to a new term loan for American Axle & Manufacturing, Inc. At the same time, the rating agency raised American Axle's Speculative Grade Liquidity rating to SGL-2 from SGL-3. The actions follow American Axle obtaining an underwritten commitment for a new $200 million unsecured term loan. Proceeds are expected to be used to reduce outstandings under the company's revolving credit facility which increased as a result of funding the conversion of Holding's convertible note issue subsequent to a ratings trigger. The new term loan will be pari passu with existing unsecured indebtedness at American Axle, and, accordingly, has been assigned a Ba3 rating. The application of funds from the term loan against revolver borrowings will restore the company's external commitments sufficiently to improve its liquidity profile with only a minor effect on leverage. The outlook remains negative. Ratings affirmed: American Axle & Manufacturing Holdings, Inc. * Corporate Family, Ba3 * Senior Unsecured Convertible notes, Ba3 American Axle & Manufacturing, Inc. * $250 million of Senior Unsecured notes, Ba3 Ratings assigned: American Axle & Manufacturing, Inc. * $200 million unsecured term loan, Ba3 Ratings raised: American Axle & Manufacturing, Inc. * Speculative Grade Liquidity rating to SGL-2 from SGL-3 The last rating action was on May 22, 2006, at which time the Corporate Family and unsecured ratings were lowered to Ba3 from Ba2, the liquidity rating was lowered to SGL-3 from SGL-2, and the negative outlook was affirmed. Should the entire amount of the Holdings' convertible issue be extinguished, its ratings will be withdrawn. The new term loan will have a maturity no earlier then April 2010, the current expiration date of American Axle's $600 million revolving credit facility. The term loan, revolving credit facility and existing $250 million of unsecured notes will be pari passu. Given the use of proceeds, consolidated leverage will not materially change. However, as the new term loan's interest rate will be substantially higher than the 2% coupon on Holding's convertible note, and the amount of the term loan will exceed the principal of the convertible issue, interest expense going forward will increase significantly. Interest coverage may weaken as a result. However, debt protection measures combined with the company's overall risk profile remain consistent with the Ba3 Corporate Family rating. The company's financial flexibility will improve from the enhanced liquidity achieved through restoring available commitments under its revolving credit facility. The negative outlook considers the company's continued concentration with GM, whose Corporate Family rating is B3, the mix of vehicles it supports, and uncertainty on what build rates consumer demand may ultimately support for models supported by American Axle production. The rating agency would expect American Axle to remain profitable during the intermediate term. However, during this period it remains vulnerable to potential downside developments arising from any disruptions of U.S. auto production. The Speculative Grade Liquidity rating has been raised to SGL-2, representing good liquidity over the next 12 months. Moody's would expect the company to have break-even to modestly positive free cash flow over the coming year. Seasonal factors will continue to influence quarterly operating cash flows as will the pace and level of the company's capital expenditures. While capital expenditures over the coming year will be lower than in fiscal 2005, they remain elevated and reflect the company's organic growth initiatives and the launch of new business. The new term loan will reduce borrowings under the revolving credit facility which has been drawn to fund conversion of Holding's convertible notes following the ratings trigger. Repayment of revolving credit borrowings will replenish unused availability under that facility, thereby improving the company's external liquidity. The company remains in compliance with its financial covenants with ample headroom. However, at current run-rates of EBITDA, the leverage covenant could have an effect of limiting the company's use of the facility to less than the full amount of the commitment over quarterly reporting dates. The company's obligations remain unsecured which provides some scope for alternative liquidity arrangements. Headquartered in Detroit, Michigan, American Axle & Manufacturing, is a world leader in the manufacture, design, engineering and validation of driveline systems and related components and modules, chassis systems, and metal formed products for light truck, SUVs and passenger cars. The company has manufacturing locations in the U.S.A., Mexico, the United Kingdom and Brazil. The company reported revenues of $3.4 billion in 2005 and has approximately 10,900 employees. AMERICAN MEDIA: Exploring Sale of Five Special Interest Titles -------------------------------------------------------------- American Media, Inc., the parent company of American Media Operations Inc., is implementing a strategy to refocus the Company, and devote its full resources to growing its core brands. American Media Operations conducts all of AMI's operations and represent substantially all of AMI's assets. As part of this strategy AMI will explore the sale of its five market leading special interest titles - Muscle & Fitness, Flex, Muscle & Fitness Hers, Country Weekly, and Mira! and has engaged J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc. as advisors. "AMI's strategy going forward will focus on our celebrity weeklies and active lifestyle magazines," said David J. Pecker, AMI Chairman and CEO. Included among the 11 top titles AMI will continue to operate and grow are Star, National Enquirer, Shape and Men's Fitness. Total readership of all remaining AMI titles will exceed 35 million per month. "As part of this strategic refocus, we have decided to explore divestiture options for our five special interest titles," added Mr. Pecker. "Each of these titles is a leader in its respective category, benefits from strong demographic trends and a stable base of customers and advertisers, and has attractive expansion opportunities." In the aggregate, the five titles generated an estimated $84 million in revenues for the twelve months ended March 31, 2006. Operating income plus depreciation and amortization associated with these five titles for the same period was an estimated $29.6 million. Asset Description Muscle & Fitness, Flex, Muscle & Fitness Hers - An exceptional group of health and fitness special interest titles written for young men and women who are serious fitness enthusiasts. Collectively, these three titles have a U.S. readership of over 8 million and are the acknowledged worldwide experts in resistance training and nutrition for enthusiasts and athletes at all levels. Muscle & Fitness has been published for over 60 years and was the basis for the launch of Flex and Muscle & Fitness Hers, respectively. Country Weekly - Published for over 10 years, Country Weekly is Country music's number one entertainment magazine with a total readership of 3.3 million. It features exclusive news and information about Country music's biggest stars and benefits from America's passion for Country music, the most dominant radio genre in the U.S. Mira! - The largest newsstand Hispanic magazine in the U.S. featuring exclusive news and gossip about the hottest Latino stars. Distributed at supermarkets, mass merchandisers and bodegas in the top 43 Hispanic markets, Mira! has a readership of over 850,000. Headquartered in Boca Raton, Florida, American Media Operations Inc. is the United States' largest publisher of celebrity, health and fitness, and Spanish language magazines. * * * As reported in the Troubled Company Reporter on Jan. 20, 2006, Moody's Investors Service assigned a B1 rating to American Media Operations, Inc.'s proposed $510 million senior secured credit facilities and affirmed other low-B and junk ratings. As reported in the Troubled Company Reporter on Jan. 19, 2006, Standard & Poor's Ratings Services lowered the corporate credit rating on American Media Operations Inc. to 'B-' from 'B', and the subordinated debt rating to 'CCC' from 'CCC+'. S&P affirmed the 'B' rating on the company's senior secured bank loan at that time. ANVIL HOLDINGS: April 29 Balance Sheet Upside-Down By $128.7 Mil. ----------------------------------------------------------------- Anvil Holdings, Inc., filed its first fiscal quarter financial statements for the three months ended April 29, 2006, with the Securities and Exchange Commission on June 13, 2006. The Company reported a $6,021,000 net loss on $51,062,000 of net revenues for the three months ended April 29, 2006. At April 29, 2006, the Company's balance sheet showed $105,388,000 in total assets and $234,160,000 in total liabilities, resulting in a $128,772,000 stockholders' deficit. The Company's April 29 balance sheet also showed strained liquidity with $77,236,000 in total current assets available to pay $168,048,000 in total current liabilities coming due within the next 12 months. "We have now occupied and are producing fabric at our new textile facility in Honduras," Anthony Corsano, president and chief operating officer of Anvil Knitwear, Inc., stated. "Progress continues to be made in accordance with our plan. Nicaragua continues to experience difficulties in the transition of our cut and sew operations and although this operation is improving, we believe that we will continue to incur additional costs for the balance of the year". Full-text copies of the Company's financial statements for the three months ended April 29, 2006, are available for free at http://ResearchArchives.com/t/s?b84 Going Concern Doubt Deloitte & Touche LLP in New York raised substantial doubt about Anvil Holdings, Inc.'s ability to continue as a going concern after auditing the Company's consolidated financial statements for the years ended Jan. 28, 2006, and Jan. 29, 2005. The auditor pointed to the Company's interest and debt obligations, recurring losses and stockholders' deficiency. Anvil Holdings, Inc., which operates primarily through its subsidiary Anvil Knitwear, Inc., designs, manufactures and markets high quality activewear for men, women and children, including short and long sleeve T-shirts, sport shirts and niche products, all in a variety of styles and fabrications. These activewear products are supplemented with caps, towels, robes and bags. The Company sells its products primarily to distributors, screen printers and private label brand owners, principally in the United States. The Company's brands include the Anvil, Cotton Deluxe, chromaZONE and TowelsPlus brand names and the Anvil logo * * * As reported in the Troubled Company Reporter on June 9, 2006, Standard & Poor's Ratings Services lowered its corporate credit and unsecured debt ratings on Anvil Knitwear Inc. and parent Anvil Holdings Inc. to 'CC' from 'CCC+'. S&P said the outlook is negative. ARCTIC GLACIER: Acquires Assets and Operations of Happy Ice ----------------------------------------------------------- Arctic Glacier Income Fund (TSX: AG.UN) expanded its coverage of the key upstate New York market with the acquisition of the assets and operations of Happy Ice LLC of Fairport, New York. Happy Ice operates a production plant in Fairport and four distribution centers located in Albany, Buffalo, Corning and Utica, New York. The company is the leading provider of packaged ice in upstate New York, serving major markets including Buffalo, Rochester, Albany, Syracuse and portions of northeastern Pennsylvania. "With this acquisition we have solidified our position as the leader in New York, one of our most important markets," said Robert Nagy, President and CEO of Arctic Glacier Inc., the Fund's operating company. "This transaction also supports our strategy of making geographically contiguous transactions, providing us with seamless market coverage in Ontario, Quebec and the Northeastern U.S. and permitting us to leverage synergies and operational efficiencies." The acquisition of Happy Ice is expected to increase Arctic Glacier's annual revenues by $10 million to approximately $250 million. The acquisition will be funded partially from the proceeds of Arctic Glacier's previously announced financing in May 2006, plus credit available under the Fund's bank credit facility. "This acquisition provides us with attractive future growth opportunities and we expect it will be accretive to distributable cash in its first full year of operations," said Keith McMahon, the Fund's Executive Vice President and CFO. "By extending our coverage to include the entire state, we expect to achieve additional synergies from our new plant which was built last year in Newburgh, New York." Kerry Chamberlin, President of Happy Ice, has been in the packaged ice industry since 1975. The company and its predecessors have been serving upstate New York since 1929. Happy Ice is one of the largest independent ice manufacturers in the Northeastern U.S., producing over 350 tons of packaged ice per day. Headquartered in Winnipeg, Manitoba, Arctic Glacier Income Fund, through its operating company, Arctic Glacier Inc., is a leading producer, marketer and distributor of high-quality packaged ice in North America under the brand name of Arctic Glacier(R) Premium Ice. Arctic Glacier operates 34 production plants and 47 distribution facilities across Canada and the central, midwest, northeastern and west coast United States, servicing more than 65,000 retail accounts. * * * As reported in the Troubled Company Reporter on June 7, 2006, Dominion Bond Rating confirmed the ratings of Arctic Glacier Inc. and Arctic Glacier International Inc. including BB Stb Senior Secured Notes rating and BB Stb Bank Credit Facilities rating. DBRS rated the Company's Extendible Convertible Unsecured Subordinated Debentures at B (high) Stb. In addition, DBRS confirmed Arctic Glacier Income Fund's stability rating at STA-4. ASARCO LLC: Ct. Amended Sale Order of Tennessee Mines to Glencore ----------------------------------------------------------------- With the U.S. Bankruptcy Court for the Southern District of Texas in Corpus Christi's consent, ASARCO LLC and Glencore Ltd. agree that: (a) Glencore will assume the Assumed Contracts and fulfill the post-Closing obligations under those Assumed Contracts, and pay ASARCO $65,000,000 as total consideration for the Tennessee Mine Assets; (b) the Escrow agent will deliver the Good Faith Deposit, together with any interest earned, to ASARCO by wire transfer prior to the Closing and ASARCO will apply the Good Faith Deposit, together with any interest earned, against the Purchase Price; (c) Glencore will pay $30,000,000 to ASARCO as an additional deposit and pursuant to the Deposit Condition; and (d) at Closing, Glencore will wire transfer an amount equal to the cash portion of the Purchase Price less the Good Faith Deposit, the Additional Deposit and the Break-up Fee. The Court rules that the sale of the Young Mine Property to Glencore and all documents conveying title to the Young Mine Property will be subject to the Young Mine Tailings and Access Easement Agreement. ASARCO selected Hunter Dickinson, Inc., through its intended assignee Farallon Resources, Ltd., as the First Back-Up Bid for the Tennessee Mines Assets. Hunter Dickinson bid $57,500,000 for the Assets. The Back-Up Bid will remain open and binding until July 31, 2006. The Court approves the selection of Hunter Dickinson as the First Back-Up Bid, and approves the sale of the Assets to Hunter Dickinson if Glencore Ltd. fails to perform. Billy Tyler Files Appeal Billy Tyler notifies the Bankruptcy Court that he will take an interlocutory appeal from Judge Schmidt's order approving the sale of ASARCO LLC's Tennessee Mines Division assets to Glencore to the United States District Court for the Southern District of Texas. Mr. Tyler says that he was not notified of any sale of the Tennessee Mines Assets nor was given any copy of the Sale Motion. Mr. Tyler notifies the Court that he is asserting a claim against ASARCO for contamination and lead poisoning he allegedly suffered from the Superfund site in Omaha, Nebraska. ASARCO Seeks to Dismiss Tyler's Appeal Nathaniel Peter Holzer, at Jordan, Hyden, Womble & Culbreth, P.C., in Corpus Christi, Texas, asserts that Bill Tyler's Appeal was untimely filed. Mr. Holzer informs the Court that Mr. Tyler's Appeal was filed: (a) 21 days after the Bankruptcy Court approved the sale of ASARCO's Tennessee Mines Division Assets; (b) 16 days after Mr. Tyler appears to have been served with the Sale Order; and (c) 11 days after the Sale Order had become final and non- appealable. Moreover, Mr. Tyler's Appeal asserts no basis except for the bare assertion that he is a creditor of the ASARCO bankruptcy estate, Mr. Holzer contends. Mr. Holzer adds that the Court Clerk has stated that Mr. Tyler did not pay the filing fee for his Appeal. Accordingly, ASARCO asks the Court to dismiss Mr. Tyler's Appeal. Headquartered in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. (ASARCO Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000) ASARCO LLC: Court Okays Claro Group as Insurance-Recovery Advisor ----------------------------------------------------------------- The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas in Corpus Christi authorized ASARCO LLC to employ The Claro Group as its insurance-recovery consultants, nunc pro tunc to Aug. 9, 2005. The Claro Group will be compensated solely and exclusively from the proceeds of insurance settlement recoveries. As reported in the Troubled Company Reporter on May 29, 2006, The Claro Group will continue to: (a) analyze historic cost information and claim estimates for potential future asbestos exposures; (b) develop and operate insurance coverage allocation models used to apportion past and projected future costs among the triggered liability insurance policies; (c) present the Asbestos Claims Analysis to the London Market Carriers; (d) defend the Asbestos Claims Analysis; and (e) participate in negotiations with the London Market Carriers, provide strategic advice and target-setting methodologies, and provide support to explain and respond to insurer inquiries regarding the Asbestos Claims Analysis. ASARCO will pay The Claro Group a contingency fee to be calculated as a variable percentage of the net settlement payments received by ASARCO. As compensation for prepetition settlements of $35,750,000 with two major insurance carriers, ASARCO has paid ICG $2,112,500 in prepetition fees. Headquartered in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. (ASARCO Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000) AVENTINE RENEWABLE: Launches Tender Offer for Floating Rate Notes ----------------------------------------------------------------- Aventine Renewable Energy Holdings, Inc., commenced a cash tender offer for all $160,000,000 aggregate principal amount of its outstanding senior secured floating rate notes due 2011 (CUSIP No.05356XAA4). In connection with the Tender Offer, the Company is soliciting consents from the holders of the Notes to proposed amendments to (i) the indenture governing the Notes that would eliminate substantially all of the restrictive covenants and certain events of default, (ii) the related security documents that would release all of the collateral securing the Notes and (iii) the related registration rights agreement that would eliminate the Company's obligation to register the Notes and pay liquidated damages. The consents must be received in respect of at least a majority in principal amount of the Notes to approve the proposed amendments to the indenture and the registration rights agreement and in respect of at least two-thirds in principal amount of the Notes to approve the proposed amendments to the security agreement. Holders cannot tender their Notes without consenting to the proposed amendments and cannot consent without tendering their Notes. The Tender Offer and Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated June 14, 2006, and related documents, which set forth the complete terms and conditions of the Tender Offer and Consent Solicitation. The Tender Offer and Consent Solicitation will expire at 8 a.m., New York City time, on July 13, 2006, unless extended or earlier terminated by the Company. Holders of Notes must tender and not withdraw their Notes at or prior to 5 p.m., New York City time, on June 29, 2006 -- the consent deadline -- unless extended, to be eligible to receive the total consideration described below, which includes the consent payment. Tendered Notes may not be withdrawn after the consent deadline. Holders that tender Notes at or prior to the consent deadline will be eligible to receive the total consideration, which includes a consent payment equal to $30 per $1,000 principal amount of Notes. Holders that tender Notes after the consent deadline will be eligible to receive the total consideration minus the consent payment. The total consideration offered by the Company will be determined based on a fixed-spread over the yield on a specified benchmark U.S. Treasury security as set forth in the Tender Documents and summarized: The total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn pursuant to the Tender Offer is the price equal to (i) the sum of (a) the present value, determined in accordance with standard market practice, on the payment date for Notes purchased pursuant to the Tender Offer of $1,030 (the principal amount payable on Dec. 15, 2006, the date on which the Company may first redeem the Notes), plus (b) the present value of the interest that would be payable on, or accrue from, the most recent interest payment date until the First Call Date (assuming that the interest rate remains fixed at 11.32938% (the rate effective on June 15, 2006)), determined on the basis of a yield to the First Call Date equal to the sum of (x) the bid-side yield on the 2.875% United States Treasury Note due Nov. 30, 2006, as calculated by the Dealer Manager in accordance with standard market practice, based on the bid price for such reference security as of 2 p.m., New York City time, on the tenth business day immediately preceding the Expiration Time, plus (y) 50 basis points, minus (ii) accrued and unpaid interest from the most recent interest payment date to, but not including, the payment date. Holders whose Notes are accepted for payment in the Tender Offer shall receive accrued and unpaid interest in respect of such purchased Notes from the last interest payment date to, but not including, the payment date for Notes purchased in the Tender Offer. The Company expects to use some of the net proceeds of its planned initial public offering to fund the Tender Offer. The Tender Offer is subject to the conditions described in the Tender Documents, including the receipt by the Company of the proceeds from its planned initial public offering and receipt of the required consents to the proposed amendments. The Company has retained J.P. Morgan Securities Inc. to serve as Dealer Manager for the Tender Offer and MacKenzie Partners, Inc. to serve as Information Agent for the Tender Offer. Questions regarding the Tender Offer may be directed to: J.P. Morgan Securities Inc. Telephone (212) 270-7407 and requests for the Tender Documents may be directed to: MacKenzie Partners, Inc Telephone (212) 929-5500 or (800) 322-2885 In any jurisdiction where the laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed made on behalf of the Company by J.P. Morgan Securities Inc. or one or more of the registered brokers or dealers under the laws of such jurisdiction. A written prospectus relating to the offering may be obtained, when available, from: Lester Nelson Aventine Renewable Energy Holdings, Inc. 1300 South 2nd Street Pekin, IL 61555 Headquartered in Pekin, Illinois, Aventine Renewable Energy, Inc. -- http://www.aventinerei.com/-- supplies more than 500 million gallons of the nation's growing ethanol needs as a leading producer and marketer of ethanol in the United States. The Company supplies much of the nation's ethanol needs through its wholly owned plant in Pekin, Illinois, partially-owned Nebraska Energy plant in Aurora, Nebraska, and business relationships and marketing alliances. Aventine Renewable Energy Holdings' 11.32938% Senior Secured Floating Rate Notes due 2011 carry Moody's Investors Service's B3 rating and Standard & Poor's B- rating. BALLY TOTAL: Will File Financials Before July 10 Waiver Deadline ---------------------------------------------------------------- The Board of Directors of Bally Total Fitness Holding Corporation (NYSE: BFT) determined not to submit the Company's Stockholder Rights Plan to a stockholder vote. Accordingly, the Plan will expire pursuant to its terms on July 15, 2006. Additionally, the Company remains on track to file its 2005 10-K report and quarterly report for the three months ended March 31, 2006, before the July 10 expiration of the waiver period obtained from the Company's senior bank lenders and bondholders. Separately, the Company confirmed that its strategic alternatives process is proceeding. About Bally Total Bally Total Fitness -- http://www.ballyfitness.com/-- is the largest and only U.S. commercial operator of fitness centers, with approximately four million members and 390 facilities located in 29 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada(R) brands. * * * As reported in the Troubled Company Reporter on March 17, 2006, Standard & Poor's Ratings Services held its ratings on Bally Total Fitness Holding Corp., including the 'CCC' corporate credit rating, on CreditWatch with developing implications, where they were placed on Dec. 2, 2005. The CreditWatch update followed Bally's announcement that it will not meet the March 16, 2006, deadline for filing its annual report on SEC Form 10-K for the year ending Dec. 31, 2005. BANC OF AMERICA: Moody's Holds Low-B Ratings on $46.8 Mil. Certs. ----------------------------------------------------------------- Moody's Investors Service upgraded the ratings of five classes and affirmed the ratings of 10 classes of Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2000-1: * Class A-1A, $55,297,395, Fixed, affirmed at Aaa * Class A-2A, $299,000,640, Fixed, affirmed at Aaa * Class A-2B, $12,528,643, Fixed, affirmed at Aaa * Class A-3B, $19,967,220, Fixed, affirmed at Aaa * Class X, Notional, affirmed at Aaa * Class B, $40,999,766, Fixed, affirmed at Aaa * Class C, $35,142,657, Fixed, upgraded to Aaa from Aa2 * Class D, $11,714,219, WAC, upgraded to Aa1 from Aa3 * Class E, $27,333,177, WAC, upgraded to A1 from A3 * Class F, $11,714,219, WAC, upgraded to A3 from Baa1 * Class G, $11,714,219, Fixed, upgraded to Baa2 from Baa3 * Class H, $19,523,698, Fixed, affirmed at Ba2 * Class K, $3,904,740, Fixed, affirmed at Ba3 * Class L, $15,618,958, Fixed, affirmed at B2 * Class M, $7,809,479, Fixed, affirmed at B3 As of the May 15, 2006 distribution date, the transaction's aggregate certificate balance has decreased by approximately 23.6% to $588.9 million from $771.2 million at securitization. The Certificates are collateralized by 118 mortgage ranging in size from less than 1.0% to 9.1% of the pool, with the top 10 loans representing 39.6% of the pool. Nineteen loans, representing 22.9% of the pool, have defeased and are collateralized with U.S. Government securities. The defeased loans include three of the pool's top 10 loans -- Edwards Megaplex Theater, Wellington Meadows Apartments and Golden Triangle Mall. Five loans have been liquidated from the pool, resulting in an aggregate realized loss of $3.2 million. Two loans, representing 1.2% of the pool, are in special servicing. Moody's estimates losses of $1.6 million from the specially serviced loans. Fourteen loans, representing 12.3% of the pool, are on the master servicer's watchlist. Moody's was provided with year-end 2004 and partial or full year 2005 operating results for 91.1% and 71.0% of the performing loans, respectively. Moody's loan to value ratio is 76.1%, compared to 77.4% at Moody's last full review in April 2005 and compared to 85.1% at securitization. The upgrade of Classes C, D, E, F and G is due to increased subordination levels, a high percentage of defeased loans and stable overall pool performance. The top three loans represent 19.3% of the outstanding pool balance. The largest loan is the Innkeepers Portfolio Loan. The loan was originally secured by eight extended stay hotels comprising 1,005 rooms. Two of the hotels have defeased and the loan is currently secured by six hotels totaling 825 rooms and a portfolio of U.S. Government securities. The properties are flagged as Residence Inn and Summerfield Suites and are located in Washington and California. The portfolio's performance has improved since Moody's last review. Moody's LTV is 53.6%, compared to 57.0% at last review. The second largest loan is the Worth Avenue Retail Portfolio Loan, which consists of two cross collateralized loans secured by two retail properties located on Worth Avenue in Palm Beach, Florida. The two properties total 66,300 square feet and are 100.0% occupied, the same as at last review and at securitization. The largest tenants include Gucci and Giorgio's. Both properties were damaged by Hurricane Wilma, which impacted their 2005 financial performance. Moody's LTV is 81.6%, compared to 80.6% at last review. The third largest loan is the SCI Portfolio - 411 N. Akard Loan, which is secured by a 350,000 square foot office building located in downtown Dallas, Texas. The property is 100.0% occupied, the same as at securitization. Bank of America occupies 99.3% of the building on a lease expiring in December 2009. Moody's LTV is 82.5%, compared to 84.1% at last review. The pool's collateral is a mix of retail, U.S. Government securities, multifamily, lodging, office and mixed use, industrial and self storage and healthcare. The collateral properties are located in 26 states. The highest state concentrations are California, Texas, Florida, New Jersey, and South Carolina. All of the loans are fixed rate. BANCREDIT CAYMAN: GFN Objects to Discovery Authority Request ------------------------------------------------------------ GFN Corporation, Ltd., objected to the additional requests included in Bancredit Cayman Limited's chapter 15 petition filed with the U.S. Bankruptcy Court for the Southern District of New York. John K. Cunningham, Esq., at White & Case LLP, in Manhattan, clarified that GFN does not object to recognition of Bancredit's liquidation proceeding in the Cayman Islands as a foreign main proceeding. The application, however, includes requests by the liquidators for substantial additional relief that are objectionable because, if granted, they would provide the liquidators with unfettered authority to act as a roving commission to obtain yet unidentified information from yet unidentified parties. Mr. Cunningham argued that this relief is inappropriate without first requiring the liquidators to demonstrate to the Court what information is sought, why it might be relevant to the administration of the Cayman Proceeding, and against whom the information requests are directed, and to provide notice to those parties. According to Mr. Cunningham, the overly broad authority sought by the liquidators is beyond what a trustee, a debtor-in-posssession, or other party-in-interest could be granted in other cases under the Bankruptcy Code. Headquartered in Grand Cayman, Cayman Islands, Bancredit Cayman Ltd. is a banking institution. Richard Fogerty & G. James Cleaver of Kroll (Cayman) Ltd., Joint official liquidators for the Company filed a chapter 15 petition on May 10, 2006 (Bankr. S.D.N.Y. Case No. 06-11026) Timothy T. Brock, Esq., at Satterlee Stephens Burke & Burke LLP represents the liquidators. When the petitioners filed for chapter 15 protection for the Company, it reported that the Debtor holds assets amounting to $100 million and has liabilities aggregating $215 million. BEARD COMPANY: Cole & Reed Expresses Going Concern Doubt -------------------------------------------------------- Cole & Reed P.C., in Oklahoma City, Oklahoma, raised substantial doubt about The Beard Company's ability to continue as a going concern after auditing the Company's consolidated financial statements for the year ended Dec. 31, 2005. The auditor pointed to the company's recurring losses and negative cash flows from operations during each of the last five years. During the three years ended Dec. 31, 2005, the Company took several steps which reduced its negative cash flow to some degree, including: -- salary deferrals by its chairman and president and deferrals of directors' fees into its Deferred Stock Compensation Plans, and suspension of the Company's 100% matching contribution under its 401(k) Plan; -- six private debt placements that raised gross proceeds of $4,434,000 during the period and an additional $193,000 in the first quarter of 2006; -- a loan of $850,000 in the first half of 2005, borrowed from a related party to finance most of the cost of the fertilizer plant in China; -- a loan of $1,100,000 in the fourth quarter of 2005, borrowed from a pond owner to begin construction of the Pinnacle Project -- a coal plant for its coal fines recovery project in West Virginia; and -- a $350,000 long-term bank credit facility secured on March 28, 2006. In addition to the cash infusion from the Pinnacle Project, the Company expects to generate cash of at least $50,000 from the disposition of the remaining assets from two of its discontinued segments, and can sell certain other assets to generate cash if necessary. In addition, the Company expects to receive funds from the binding arbitration scheduled to be held at the end of June 2006. The Company believes that the cash infusion from their Pinnacle Project, together with the funds from the new bank revolving credit facility, will provide sufficient working capital to sustain its activities until the operations of the Pinnacle Project and the China fertilizer plant are generating positive cash flow from operations. The Company reported a $2,160,000 net loss on $1,379,000 of total revenues for the year ended Dec. 31, 2005. At Dec. 31, 2005, the Company's balance sheet showed $4,464,000 in total assets and $10,439,000 in total liabilities, and a stockholders' deficit of $5,983,000. The Company's Dec. 31 balance sheet also showed strained liquidity with $820,000 in total current assets available to pay $3,268,000 in total current liabilities coming due within the next 12 months. A full-text copy of the Company's 2005 Annual Report is available for free at http://researcharchives.com/t/s?b92 About Beard Company Based in Oklahoma City, Oklahoma, The Beard Company -- http://www.beardco.com/home.htm-- focuses on fuel and chemical production. It operates coal fines reclamation facilities in the U.S., has produced carbon dioxide gas since the early 1980's, and operates organic chemical compound fertilizer plants in China. The Company also operates its e-Commerce segment, which develops business opportunities to leverage Starpay's(TM) intellectual property portfolio of Internet payment methods and security technologies. BOYDS COLLECTION: Deloitte & Touche Issues Going Concern Doubt -------------------------------------------------------------- The Boyds Collection, Ltd., filed with the Securities and Exchange Commission on June 8, 2006, its financial statements for the: -- third quarter ended Sept. 30, 2005; -- year ended Dec. 31, 2005; and -- first quarter ended March 31, 2006. The Company's Consolidated Statement of Operations showed: For the period ended ----------------------------------- Quarter Year Quarter 09/30/05 12/31/05 03/31/06 ----------- ----------- --------- Net Sales $26,528,000 $78,559,000 $14,036,000 Net Income (Loss) $1,526,000 ($181,831,000) ($4,454,000) The company's Balance Sheet showed: For the period ended ---------------------------------------- Quarter Year Quarter 09/30/05 12/31/05 03/31/06 ------------ ----------- ----------- Current Assets $33,339,000 $30,824,000 $27,753,000 Total Assets $69,765,000 $63,010,000 $59,780,000 Current Liabilities $103,077,000 $5,727,000 $6,108,000 Total Liabilities $103,077,000 $100,907,000 $101,735,000 Total Stockholders' Equity (Deficit) $33,312,000 $37,897,000 $41,955,000 Going Concern Doubt Auditors working for Deloitte & Touche LLP in Baltimore, Maryland, raised substantial doubt about The Boyds Collection, Ltd.'s ability to continue as a going concern after auditing the Company's consolidated financial statements for the years ended Dec. 31, 2005, and 2004. The auditors pointed to the Company's losses from operations and shareholders' deficit. Full-text copies of The Boyds Collection, Ltd.'s financial statements are available for free at: third quarter ended Sept. 30, 2005 http://ResearchArchives.com/t/s?b8f year ended Dec. 31, 2005 http://ResearchArchives.com/t/s?b90 first quarter ended March 31, 2006 http://ResearchArchives.com/t/s?b91 About The Boyds Collection 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. Houlihan Lokey Howard & Zukin Capital, Inc. serves as the Debtor's financial advisors. The law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP, represents the Official Committee of Unsecured Creditors. FTI Consulting serves as the Committee's financial advisors. When Boyds filed for bankruptcy, it reported $66.9 million in total assets and $101.7 million in total debts as of June 30, 2005. The Maryland Bankruptcy Court confirmed Boyds' Plan of Reorganization on June 8, 2006. CALIBRE ENERGY: Posts $673,612 Net Loss in 2006 First Quarter ------------------------------------------------------------- Calibre Energy, Inc., delivered its quarterly report on Form 10-QSB for the first quarter ending March 31, 2006, to the Securities and Exchange Commission. The Company reported a $673,612 net loss on $39,342 of revenues for the quarter ending March 31, 2006. At March 31, 2006, the Company's balance sheet showed $13,498,242 in total assets, $1,474,102 in total liabilities, and $12,024,140 in stockholders' equity. Full-text copies of Calibre Energy's financial statements for the first quarter ended March 31, 2006, are available for free at: http://ResearchArchives.com/t/s?b7d Going Concern Doubt Jones Simkins, P.C., in Logan, Utah, expressed substantial doubt about Calibre Energy, Inc.'s ability to continue as a going concern after auditing the Company's financial statements for the year ended Dec. 31, 2005. The auditing firm pointed to the Company's losses since inception because its revenue generating activities are not in place. Calibre Energy, Inc., through Calibre Energy Delaware, acquires and develops oil and gas properties. Through a wholly owned subsidiary, the Company successfully merged with CED on Jan. 27, 2006. CALPINE CORP: Appoints Glen H. Hiner to Board of Directors ---------------------------------------------------------- Calpine Corporation (OTC Pink Sheets: CPNLQ) appoints Glen H. Hiner to the company's Board of Directors. Mr. Hiner will serve as a member of Calpine's Compensation Committee and its Nominating and Governance Committee. "Glen Hiner is a proven business leader and is an outstanding addition to Calpine's Board of Directors," said Calpine Chief Executive Officer Robert P. May. "Glen shares Calpine's commitment to excellence and customer service and brings to our company a wealth of industrial business experience. The addition of Glen's perspective and talent, both for restructuring and growing major corporations, will strengthen our Board. He will help guide Calpine as we work to emerge from Chapter 11 as a profitable, competitive power company." Mr. Hiner, age 71, is the former Chairman and Chief Executive Officer of Owens Corning. Prior to his 11-year tenure at Owens Corning, he enjoyed a 35-year career at General Electric, having served in a variety of senior management positions, including Senior Vice President and Group Executive for the GE Plastics Group. Mr. Hiner currently serves on the Board of Directors of the Kohler Company and recently served as a member of the Board of Directors for The Dana Corporation, Prudential Financial and The Prudential Insurance Company of America. A graduate of West Virginia University, Mr. Hiner holds a Bachelor of Science degree in electrical engineering and received an Honorary Doctorate in Science from WVU. In 2002, he joined the Business School of WVU, where he instructed a graduate course in business ethics. Mr. Hiner also received an Honorary Doctorate in Human Letters from Trinity College, and was bestowed the Society of Plastics Industry's highest honor: the Dan Fox Lifetime Achievement Award. Headquartered in San Jose, California, Calpine Corporation -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The Company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. CARLYLE HOLDINGS: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Carlyle Holdings, LLC dba Broadway Place Apartments 1500 Coastal Lane, Suite 116 Myrtle Beach, South Carolina 29577 Bankruptcy Case No.: 06-02516 Chapter 11 Petition Date: June 15, 2006 Court: District of South Carolina (Columbia) Debtor's Counsel: Michael M. Beal, Esq. McNair Law Firm, P.A. Bank of America Tower 1301 Gervais Street, 17th Floor Columbia, South Carolina 29201 Tel: (803) 799-9800 Fax: (803) 376-2277 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Miller Player Engineering $8,500 1010 East North Street Services Suite A Greenville, SC 29601 City of Myrtle Beach Water Bill $1,820 P.O. Box 2468 Myrtle Beach, SC 29578 Carolina Cooling and Air Conditioning $1,459 Plumbing Inc. Repairs 1294 Surfside Industrial Park Myrtle Beach, SC 29575 Sun News Advertising $1,340 Time Warner Cable Cable TV Services $1,139 General Landscape Landscaping Services $850 Sherwin Williams Goods $728 Waste Management Waste Removal $388 Citibank USA Credit Card $339 Ronnie's Pest Control Pest Control Services $150 MCI Long Distance Calls $121 Verizon Telephone Services $108 CATHOLIC CHURCH: T.A.L. Wants Sexual Abuse Claim Paid in Portland ----------------------------------------------------------------- T.A.L., 56, asks the U.S. Bankruptcy Court for the District of Oregon, for: (a) $2,000,000 in estimated non-economic damages, the actual amount to be determined at trial; (b) $300,000 in estimated economic damages, the actual amount to be determined at trial; (c) exemplary damages in an amount to be determined at trial; and (d) payment of his costs and disbursements. T.A.L. also asks Judge Perris for a jury trial. T.A.L. accuses the Archdiocese of Portland in Oregon and its predecessor entities, and St. Mary's Home for Boys of: (1) sexual battery of a child; and (2) negligence and breach of fiduciary duty. Erin K. Olson, Esq., in Portland, Oregon, relates that T.A.L., the holder of Claim No. 872, was made a ward of the court in 1962 at the age of 12. T.A.L. was sent to St. Mary's where he resided until 1965. St. Mary's was an orphanage, school, and residential care facility in Beaverton, Oregon, overseen, staffed, and operated by the Archdiocese. Ms. Olson alleges that Fr. John Maloy Goodrich, who was employed by the Archdiocese and was assigned at St. Mary's, sexually abused T.A.L. when he was a minor. Fr. Goodrich, while acting within the course and scope of his employment, used the power, authority, and trust of his position to engage in sexual acts with T.A.L. As a result of the sexual abuse, according to Ms. Olson, T.A.L. suffered and will continue to suffer physical and emotional pain and dysfunction, shame, embarrassment, shock, anxiety, avoidance, difficulty with concentration, depression, diminished self-esteem and sense of security, among others. T.D.H. did not discover, nor in the exercise of reasonable care should he have discovered, the causal relationship between his injuries and Fr. Goodrich's sexual assault until within three years before the filing of the complaint, Ms. Olson tells the Court. Ms. Olson contends that the Archdiocese and St. Mary's were negligent: a. in allowing Fr. Goodrich to perform the duties of a priest at St. Mary's without properly investigating his propensity to engage in sexual conduct with minors; b. in following written policies then in effect to ensure T.A.L. was not harmed; c. in facilitating Fr. Goodrich's access to T.A.L. without adequate supervision; d. in monitoring and supervising Fr. Goodrich to ensure his pastoral, educational and social interaction with minors, including T.A.L, was not compromised by inappropriate behavior; and e. by ignoring information that Fr. Goodrich engaged in sexual activity with minor boys, and by subsequently concealing the information. The Archdiocese of Portland in Oregon filed for chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman Shank LLP, represent the Portland Archdiocese in its restructuring efforts. Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents the Official Tort Claimants Committee in Portland, and scores of abuse victims are represented by other lawyers. David A. Foraker serves as the Future Claimants Representative appointed in the Archdiocese of Portland's Chapter 11 case. In its Schedules of Assets and Liabilities filed with the Court on July 30, 2004, the Portland Archdiocese reports $19,251,558 in assets and $373,015,566 in liabilities. (Catholic Church Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000) CATHOLIC CHURCH: Portland Trims Budget & Jobs Due to Bankr. Costs ----------------------------------------------------------------- The Archdiocese of Portland announced Pastoral Center budget and staff cuts totaling $1.9 million. The cuts are necessary due to the costs of the continuing bankruptcy proceedings and in planning for the debt service for paying claims for child sexual abuse. The present cuts are in addition to the $2.0 million cuts to budgets and staff announced in April 2003. The staff cuts equaled 14.25 full time equivalent positions. Some employees were notified that their positions were eliminated, some will reduce the number of days they work, and others were transferred to other duties. The staff cuts are in addition to 20 positions cut in 2003. Father Dennis O'Donovan, Vicar General, said that outplacement assistance will be provided to those losing their jobs. The personnel cuts include professional, ministerial and support staff positions. Reductions will affect programs and services to Catholic schools, in religious education, youth ministry, liturgy, financial services, marriage tribunal, and the Oregon Catholic Conference. Many ministerial, administrative and support program budgets were also reduced. Archbishop John G. Vlazny announced the need for the budget cuts in a letter to parishioners dated April 21, 2006. He wrote, "I am concerned about the effect of these cuts, not only on those whose jobs will be affected, but also on all those who depend on services and programs that may no longer be available." When meeting with the Pastoral Center staff, the Archbishop stated that he and his cabinet had consulted widely before deciding what cuts to make, including with priests on the Presbyteral Council. Archbishop Vlazny thanked the Pastoral Center staff for assisting him in his ministry to the Archdiocese. He noted that the staff and budget cuts would require even more teamwork on the part of those remaining. The Archdiocese of Portland in Oregon filed for chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman Shank LLP, represent the Portland Archdiocese in its restructuring efforts. Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents the Official Tort Claimants Committee in Portland, and scores of abuse victims are represented by other lawyers. David A. Foraker serves as the Future Claimants Representative appointed in the Archdiocese of Portland's Chapter 11 case. In its Schedules of Assets and Liabilities filed with the Court on July 30, 2004, the Portland Archdiocese reports $19,251,558 in assets and $373,015,566 in liabilities. (Catholic Church Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000) CEEBRAID ACQUISITION: Court Dismisses Chapter 11 Case ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, entered an Order Dismissing the Ceebraid Acquisition Corporation Bankruptcy Case. On Feb. 10, 2006, Ceebraid Acquisition Corporation filed Chapter 11 Bankruptcy Protection to preserve its rights in a purchase agreement for the landmark Holiday Isle Resort in Islamorada, Florida. In accordance with the terms of the filing, Ceebraid Acquisition Corporation met its obligations, allowing CSC Holiday Land Limited Partnership to close the Holiday Isle purchase a week prior to an April 28, 2006 deadline. Due to Ceebraid Acquisition Corporation's remaining assets and access to capital, on June 9, 2006, the Court granted the Corporation's motion to dismiss the case and entered the order Wednesday, June 14, 2006. "We are pleased to have this litigation behind us and commend our team who completed the proceedings in less than 60 days," states Adam Schlesinger, an officer of Ceebraid Acquisition Corporation and president of Ceebraid Signal Corporation. Schlesinger continues, "We appreciate the on-going support of investment partners, the lending and financial communities and are excited to proceed with plans to revitalize a much loved Florida Keys institution." Based West Palm Beach, Florida, Ceebraid Acquisition Corporation specializes in recreating residential areas into boutique luxury communities. The Company is an affiliate of Ceebraid Signal Corporation -- http://ceebraidsignal.com/-- a leading real estate development and management company with offices in West Palm Beach, Florida, Stamford, Connecticut and Freeport, New York. The Company filed for chapter 11 protection on Feb. 10, 2006 (Bankr. S.D. Fla. Case No. 06-10417). Luis Salazar, Esq., at Greenberg Traurig, in Miami, Florida, represents the Debtor. When the Debtor filed for protection against its creditors, it estimated assets and debts between $1 million and $10 million. CHARLES DYER: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Charles G. Dyer 27 Smith Point Road Manchester, Massachusetts 01944 Bankruptcy Case No.: 06-11853 Chapter 11 Petition Date: June 15, 2006 Court: District of Massachusetts (Boston) Debtor's Counsel: Jennifer L. Hertz, Esq. Duane Morris LLP 470 Atlantic Avenue, Suite 500 Boston, Massachusetts 02210 Tel: (617) 289-9200 Fax: (617) 289-9201 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its 20 largest unsecured creditors. CHICAGO HUDSON: Files Schedules of Assets and Liabilities --------------------------------------------------------- Chicago Hudson, LLC, delivered to the U.S. Bankruptcy Court for the Northern District of Illinois its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $12,300,000 B. Personal Property C. Property Claimed as Exempt D. Creditors Holding Secured Claims $11,961,644 E. Creditors Holding Unsecured Priority Claims $55,493 F. Creditors Holding $3,017,202 Unsecured Nonpriority Claims ----------- ----------- Total $12,300,000 $15,034,339 Headquartered in Chicago, Illinois, Chicago Hudson, LLC, filed for chapter 11 protection on May 16, 2006 (Bankr. N.D. Ill. Case No. 06-05596). Richard S. Lauter, Esq., at Levenfeld Pearlstein, LLC, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. CHRISTIAN FELLOWSHIP: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Christian Fellowship Center Ministries, Inc. dba Christian Fellowship Center dba Christian Fellowship Center, Inc. 14713 Lakeshore Boulevard Cleveland, Ohio 44110-1243 Bankruptcy Case No.: 06-12474 Type of Business: The Debtor is a religious organization. Chapter 11 Petition Date: June 16, 2006 Court: Northern District of Ohio (Cleveland) Judge: Pat E. Morgenstern-Clarren Debtor's Counsel: Kenneth J. Freeman, Esq. Kenneth J. Freeman Co., LPA 515 Leader Building 526 Superior Avenue Cleveland, Ohio 44114-1903 Tel: (216) 771-9980 Fax: (216) 771-9978 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Church Builders Real Estate $425,989 1907 Leonard Avenue Columbus, OH 43219 Marini & Associates, CPA Accounting Services $29,148 191 Woodport Road Sparta, NJ 07871 Paley Plumbing & Heating, Inc. Real Estate $28,000 23524 Miles Road Cleveland, OH 44128 FirstMerit Bank N.A. Credit Card $7,427 Holiday Inn Hospitality Services $4,448 Earth Scape Landscape, Inc. Landscaping Services $2,047 12th Street Florist Flower Purchases $1,358 KeyBank National Association Overdrawn Checking $1,174 Account Richard D. Eisenberg, Esq. Legal Services $1,085 ACS Technologies Purchases $1,073 Church and Ministry Miscellaneous $1,049 Consultants Services Kegler, Brown, Hill & Ritter Legal Services $692 Kingdom Tapes Miscellaneous $644 Services Bratenahl Recreation Recreational $603 Center Fees Cleveland Public Power Utility Service $562 Ben-Beyth Anowth Ministries Miscellaneous $350 Services Oriental Trading Miscellaneous $278 Purchases Tire Kingdom Car Care Cards Credit Card $233 Beachland Printing Printing Services $207 Erie-Vu Maintenance, Inc. Miscellaneous $198 Services COIN BUILDERS: Objects to Panels Request for Chapter 7 Conversion ----------------------------------------------------------------- Coin Builders, LLC, wants the U.S. Bankruptcy Court for the Western District of Wisconsin to deny the Official Committee of Unsecured Creditors' call for the conversion of its Chapter 11 case into a Chapter 7 liquidation proceeding. As reported in the Troubled Company Reporter on May 23, 2006, the Committee asked for the Debtor's liquidation due to continuing losses and the diminution of the Debtor's estate. The Committee also pointed to the Debtor's alleged failure to file a reorganization plan and the uncertain prospect for the rehabilitation of its business. The Debtor discounts the Committee's claims. George B. Goyke, Esq., at Goyke, Tillisch & Higgins LLP, tells the Court that there is no continuing loss or diminution to the estate. He also challenges the Committee's claim regarding the absence of a reasonable likelihood for the Debtor's recovery. In addition, Mr. Goyke says that the Debtor anticipates confirming a plan of reorganization within a reasonable period of time. About Coin Builders Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC -- http://www.coinbuilders.net/-- has four subsidiaries that operate in the merchandising, wholesale, restaurant, and aviation sectors. The Debtor filed for chapter 11 protection on September 26, 2005 (Bankr. W.D. Wis. Case No. 05-18109). George B. Goyke, Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in its restructuring efforts. Claire Ann Resop, Esq., at Brennan, Steil & Basting, S.C., represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it estimated assets between $1 million to $10 million and debts between $10 million to $50 million. COIN BUILDERS: U.S. Trustee Opposes Disclosure Statement Approval ----------------------------------------------------------------- William T. Neary, the U.S. Trustee for Region 6, objects to the approval of the Disclosure Statement explaining Coin Builders, LLC's Plan of Reorganization on these grounds: a) the Debtor's Plan offers to pay unsecured creditors "50% of the net profit after tax" but the Disclosure Statement does not explain how net profit will be calculated; b) the Disclosure Statement does not specify whether any recovery on Debtor's claims will be included in Debtor's income for purposes of calculating Debtor's net profit; c) the Disclosure Statement does not include any provision for reporting the Debtor's calculation of its net profit after confirmation; d) the Plan limits compensation to Joseph Kreeger, the Debtor's managing member, at $225,000 per year but the Disclosure Statement does not address insider compensation, and does not explain why Mr. Kreeger's compensation is reasonable or necessary; and e) the Disclosure Statement does not address the bankruptcy estate's potential right to recover some of the substantial payments made by Debtor to Joseph Kreeger and his son, Michael Kreeger, shortly before this case was filed. As reported in the Troubled Company Reporter on May 23, 2006, the Debtors filed a chapter 11 Plan of Reorganization and a Disclosure Statement explaining that plan on May 16, 2006. The Debtor's plan filing came a few days after its Official Committee of Unsecured Creditors sought for conversion of the case to a chapter 7 liquidation proceeding. A copy of the Disclosure Statement is available for a fee at: http://www.ResearchArchives.com/bin/download?id=060522040837 About Coin Builders Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC -- http://www.coinbuilders.net/-- has four subsidiaries that operate in the merchandising, wholesale, restaurant, and aviation sectors. The Debtor filed for chapter 11 protection on September 26, 2005 (Bankr. W.D. Wis. Case No. 05-18109). George B. Goyke, Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in its restructuring efforts. Claire Ann Resop, Esq., at Brennan, Steil & Basting, S.C., represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it estimated assets between $1 million to $10 million and debts between $10 million to $50 million. CONSTELLATION BRANDS: Completes C$1.227 Billion Vincor Acquisition ------------------------------------------------------------------ Constellation Brands, Inc., disclosed that it has, through a wholly owned subsidiary, completed its acquisition of all of the issued and outstanding common shares of Vincor International Inc. for C$1.227 billion. Constellation acquired all of the issued and outstanding common shares of Vincor at a cash price of C$36.50 per common share. At closing, Vincor's net debt was C$344 million. Vincor's net debt included amounts associated with payments of certain transaction related fees and payments in respect of Vincor stock options, restricted share units, deferred share units and director share units. The total transaction value was C$1.58 billion, which included equity, Vincor net debt and Constellation's estimated direct acquisition costs of approximately C$13 million. Vincor and Constellation has received Canadian court approval to finalize the transaction, which followed Vincor shareholders' overwhelming approval of the transaction on June 1. "This is a very special day for Constellation as we welcome Vincor as part of our international family of vibrant beverage alcohol brands, markets and employees, with a common vision for creating value by growing our business," said Richard Sands, Constellation Brands chairman and chief executive officer. "As we have stated publicly on numerous previous occasions since our April 3 announcement, this is a natural fit, which is mutually beneficial to the combined geographic footprint and brand portfolio, and one that results in a world-class, all-star team of entrepreneurial people who are capable of delivering continued growth momentum in the future. Over the next few weeks we will finalize our consolidation plan, which will incorporate the best practices from both organizations. Today represents another milestone in Constellation's growth." In Canada, the company will continue to operate as Vincor Canada, which is a separate operating company of Constellation's worldwide wine business. The Vincor acquisition gives Constellation the number one wine position in Canada, which becomes the fifth core market, and strengthens the company's positions in the other four, which are the United States, Europe, Australia and New Zealand. Constellation now has approximately 10,000 employees, approximately 250 brands and, as the world's leading winemaker, produces approximately 110 million 9-liter cases of branded wine annually, the equivalent of approximately 1.3 billion 750ml bottles. In connection with the acquisition, Constellation also closed on its new $3.5 billion credit facility, which replaced the company's previous $2.9 billion credit faci