/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/061113.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, November 13, 2006, Vol. 10, No. 270 Headlines ADVENTURE PARKS: Court Okays Use of $15 Mil. Revolving DIP Accord ADVENTURE PARKS: Wants Until November 27 to File Schedules AGRICORE UNITED: Saskatchewan Offer Cues DBRS to Review Ratings AFFINITY GROUP: Sept. 30 Balance Sheet Upside-Down by $176.5 Mil. AMERICAN LODGING: Case Summary & 12 Largest Unsecured Creditors AMERICAST TECH: S&P Rates Proposed $100 Million Senior Notes at B- ANVIL KNIT: Court Okays Donlin Recano as Claims and Noticing Agent ARIZONA DESERT: Voluntary Chapter 11 Case Summary ARLINGTON HOSPITALITY: Has Until Dec. 29 to File Chapter 11 Plan AVIATION CAPITAL: Moody's Puts Low-B Rated Notes Under Review BIOVAIL CORP: Posts $56.5 Million Net Loss in 2006 Third Quarter BYG RESOURCES: Yukon Court Approves Abandonment Plan & Asset Sale C.T. BRUNNER: Case Summary & 20 Largest Unsecured Creditors CANWEST MEDIAWORKS: Moody's Confirms B2 Senior Subordinate Rating CARAUSTAR INDUSTRIES: Posts $5 Mil. Net Loss in 2006 Third Quarter CARDSYSTEMS SOLUTIONS: Court Denies Exclusive Period Extensions CARDSYSTEMS SOLUTIONS: Court Approves Amended Disclosure Statement CARDSYSTEMS SOLUTIONS: Court Approves Hecker as Special Counsel CATHOLIC CHURCH: Portland & TCC Get More Time to Complete Surveys CDC MORTGAGE: Fitch Cuts Rating on Class B-2 Certificates to B+ CENTEX HOME: Moody's Downgrades Ratings on Four Certificates CLARA SCANAGATTA: Case Summary & Nine Largest Unsecured Creditors CLARENDON ALUMINA: Fitch Rates Proposed $200 Million Notes at B+ CHRISTOPHER HOPKINS: Case Summary & Eight Largest Unsec. Creditors COMPLETE PRODUCTION: Assumes Pumpco's $30 Mil. Debt After Purchase CONVERIUM HOLDING: Earns $54.3 Million for Third Quarter 2006 CRC HEALTH: Inks Plan to Merge Subsidiary With Aspen Education CREDIT SUISSE: Moody's Pares Rating on $18.8 Million Loan to Ba3 CYRUS INC: Case Summary & 20 Largest Unsecured Creditors DELPHI CORP: Delays Filing of Third Quarter Financials EDWARD GRIGGS: Case Summary & 20 Largest Unsecured Creditors ELAN FINANCE: Moody's Rates Proposed Senior Unsecured Notes at B3 EQUISTAR CHEMICALS: Moody's Assigns Loss-Given-Default Rating FINOVA GROUP: Inks Final Claims Settlement with Thaxton Entities FOAMEX INTERNATIONAL: Wants U.S. Bank's Interest Claims Disallowed FOAMEX INTERNATIONAL: Wants Until March 9 to Remove Civil Actions FORD MOTOR: To File Third Quarter 2006 Report by November 14 FOREST CITY: Completes Restructuring of Forest City's Portfolio GENERAL CABLE: Begins Proposed $315 Million Senior Notes Funding GENERAL CABLE: Moody's Rates Proposed $315 Mil. Senior Notes at B1 HEALTHSOUTH CORP: Posts $76 Million Net Loss in 2006 Third Quarter HIGHLAND HEIGHTS: S&P Rates Proposed $315 Mil. Senior Note at B+ HOME FRAGRANCE: Section 341(a) Meeting Scheduled on November 21 IMC INVESTMENT: Court Extends Exclusivity Period to November 14 IMC INVESTMENT: Gets Court Nod to Continue Using Cash Collateral INDUSTRIAL MACHINERY: Case Summary & 94 Unsecured Creditors INFE-HUMAN RESOURCES: Incurs $262,427 Net Loss in Third Quarter INTEGRATED HEALTH: Court Extends Objection Deadline to January 2 INTEGRATED HEALTH: Gets Court Nod to Make $30 Million Distribution INTERSTATE BAKERIES: Wants O'Melveny as Special Labor Counsel INTERSTATE BAKERIES: Wants to Reject Four Real Property Leases INVESTOOLS INC: Sept. 30 Balance Sheet Upside-Down by $63.5 Mil. INVISTA B.V.: Moody's Assigns Loss-Given-Default Rating ISP CHEMCO: Moody's Assigns Loss-Given-Default Rating JAMES RIVER: Posts $8.4 Million Net Loss in Third Quarter 2006 JOHN MANEELY: Moody's Rates Proposed $1.2 Billion Loan at B3 JOSEPH VALENCIK: Case Summary & 11 Largest Unsecured Creditors KINETIC CONCEPTS: Earns $48.9 Mil. in Quarter Ended September 30 KOOPER HOLDINGS: Moody's Assigns Loss-Given-Default Rating MACDERMID INCORPORATED: Moody's Assigns Loss-Given-Default Rating MAIN STREET: Files Schedules of Assets and Liabilities MARK DENNIS: Case Summary & Six Largest Unsecured Creditors MAYCO PLASTICS: Creditors' Panel Hires Clark Hill as Counsel MAYCO PLASTICS: Selling Assets to NJT Enterprises for $5.5 Million MERIDIAN AUTOMOTIVE: Sells Michigan Properties for $900,000 METHANEX CORPORATION: Moody's Assigns Loss-Given-Default Rating MILLENNIUM CHEMICALS: Moody's Assigns Loss-Given-Default Rating MILLS CORPORATION: Gazit-Globe Wants Annual Meeting Held MORGAN STANLEY: Fitch Puts Low-B Ratings on 6 Certificate Classes MOTORSPORT AFTERMARKET: S&P Rates $220 Million Senior Loan at B MUSICLAND HOLDING: Can Assume & Assign Leases to Record Town MUSICLAND HOLDING: Court Denies Transport Logistics Settlement NATIONAL CENTURY: District Court Okays Pact Settling Govt.'s Claim NEW YORK RACING: Taps Weil Gotshal as Bankruptcy Counsel PANAVISION INC: $35MM Delayed-Draw Loan Cues S&P to Hold Ratings NEFF RENTAL: IPO Delay Cues Moody's to Change Outlook to Stable PHOTOCIRCUITS CORPORATION: Court Confirms Amended Chapter 11 Plan PINE LOG: Voluntary Chapter 11 Case Summary R&R OPERATING: Sells All Assets to Rosen Capital, Gets $15MM Loan REFCO INC: RCMI's Section 341(a) Meeting Scheduled for November 27 REFCO INC: Chap. 7 Trustee Wants More Time to Decide on Contracts RESIDENTIAL ACCREDIT: Prepayments Cue S&P to Upgrade Ratings REX TREADWAY: Case Summary & 17 Largest Unsecured Creditors ROWE COMPANIES: Court Approves Wiley Rein as Bankruptcy Counsel SASKATCHEWAN WHEAT: DBRS Places Low-B Rating on Senior Notes STRUCTURED ASSET: Moody's Puts Four Certs.' Ratings Under Review TSG INC: Case Summary & 194 Largest Unsecured Creditors UAP HOLDING: Stockholders Sell 9,322,857 Common Shares VITACUBE SYSTEMS: Incurs $778,944 Net Loss in 2006 Third Quarter WASHINGTON MUTUAL: S&P Puts D Rating on Class C-B-4 Certificates WINN-DIXIE: Judge Funk Confirms Joint Plan of Reorganization WINN-DIXIE: Wants Dell Marketing Stipulation Approved WORD ALIVE: Case Summary & 12 Largest Unsecured Creditors XO HOLDINGS: Posts $23 Million Net Loss in Quarter Ended Sept. 30 * BOND PRICING: For the week of November 6 -- November 10, 2006 ********* ADVENTURE PARKS: Court Okays Use of $15 Mil. Revolving DIP Accord ----------------------------------------------------------------- The Honorable John T. Laney III of the U.S. Bankruptcy Court for the Middle District of Georgia in Valdosta authorized Adventure Parks Group LLC and its debtor-affiliates to: -- obtain debtor-in-possession financing for $15 million from General Electric Capital Corporation, as Administrative Agent and the Lenders pursuant to a Postpetition Credit Agreement, and -- use cash collateral. The Lenders are willing to advance post-petition funds in the form of revolving loans to the Debtors and permit them to use cash collateral according to an approved budget. When the Debtors filed for bankruptcy, they owed: -- $33,562,500 from General Electric Capital Corporation as Agent of the Prepetition Senior Lien Lenders exclusive of accrued but unpaid interest and fees; -- $5,382,865 from MG Agency Services LLC as Agent for the Prepetition Second Lien Lenders exclusive of accrued but unpaid interest and fees; and -- $23,607,783 from FMP Agency Services LLC as Agent for the Prepetition Third Lien Lenders exclusive of accrued but unpaid interest and fees. The Debtors say they have been unable to obtain alternative sources of cash or credit. The Debtors contend that if their financing and use of Cash Collateral were to be discontinued, their remaining operations would be severely disrupted, they would be unable to pay operating expenses, including for necessary ingredients and payroll, and unable to operate their businesses in an orderly manner, which could severely impair their ability to reorganize or sell their businesses as a going concern. The Prepetition Second Lien Agent, Prepetition Second Lien Lenders, Prepetition Third Lien Agent and Prepetition Third Lien Lenders consent to: -- the Debtors' incurrence of the DIP Indebtedness, -- the Debtors' use of Cash Collateral, and -- the priming liens on the Prepetition Collateral pursuant to Section 364(d)(1) of the Bankruptcy Code in favor of the Agent to secure the DIP Indebtedness, in each case solely on the terms and conditions set forth in the Court Order and in the DIP Credit Documents. The approved budget projects cash receipts and cash disbursements on a weekly basis from Sept. 11, 2006, to April 27, 2007. The Debtors' expenditures under any line item for any seven-day period will not exceed the sum of 115% of the budgeted amount for that line item for any seven-day period plus any excess of the cumulative amounts budgeted for such line item during the periods elapsed since the Petition Date over the cumulative amount of Debtors' actual expenditures under such line item for such prior time period. As security for the repayment of all DIP Indebtedness, GECC is granted a valid, first priority and perfected security interests and liens in all the Debtors' currently owned or acquired property and assets whether real or personal, tangible or intangible, subject only to: -- the Carve-Out, -- the Prepetition Second Lien on the Hurricane Insurance Proceeds, and -- the Prior Liens. The DIP Liens will be senior and superior to the Prepetition Senior Liens, Prepetition Second Liens, and Prepetition Third Liens. Other than with respect to the Carve-Out and Prior Liens, the DIP Liens will be senior to: a. the rights of the Debtors and any successor trustee, including, any chapter 7 proceedings if the Debtors' cases are converted to chapter 7 liquidation proceedings, b. any inter-company claim of any Debtor or any subsidiary or affiliate of any Debtor, c. any security interest or lien of any creditor or other party in interest in the Debtors' chapter 11 cases or any Successor Case, d. any security interest in or lien, which is avoided or preserved for the benefit of any Debtor's estate under Section 551 or any other provision of the Bankruptcy Code, and e. any liens granted on or after the Debtors filed for bankruptcy to provide adequate protection to any party. Other than with respect to the Carve-Out and Prior Liens, no other liens or security interests will be senior or equal to or pari passu with the DIP Liens in the Debtors' chapter 11 cases and any Successor Case without the express written consent of GECC. In addition to the DIP Liens, GECC is granted an allowed super- priority administrative claim pursuant to Section 364(c)(1) of the Bankruptcy Code. As adequate protection for the priming of the Prepetition Senior Liens and Cash Collateral, GECC is granted continuing valid, first priority liens and security interests in and to all of the DIP Collateral. The Prepetition Senior Lenders will have a super-priority administrative claim under Section 507(b) of the Bankruptcy Code, except for the Carve-Out and GECC's Super-Priority Claim. The Prepetition Second Lien Lenders and the Prepetition Third Lien Lenders are granted a continuing valid, perfected replacement liens and security interests in and to all of the DIP Collateral as required under Sections 361(2) and 363(e) under the U.S. Bankruptcy Code. As adequate protection, Third Liens will be subordinate in priority to the DIP Liens, Prepetition Senior Liens, Adequate Protection Senior Liens, Prepetition Second Liens, Adequate Protection Second Liens, Prior Liens, and Carve-Out The Prepetition Third Lien Lenders have super-priority administrative claim under section 507(b) of the Bankruptcy Code. The Carve-out amount refers to the: -- unpaid claims of professionals retained in the Debtors' cases for fees and expenses incurred when the Debtors filed for bankruptcy until the termination date; -- unpaid claims of professionals incurred on and after the termination date allowed by the Court not to exceed $50,000; and -- unpaid fees of the U.S. Trustee and to the Clerk of the Bankruptcy Court. Termination date is defined in the Court's Order. Stephen Louis A. Dillard, Esq., and Thomas James, Esq., at James, Bates, Pope & Spivey LLP in Macon, Ga., and David S. Heller, Esq., and Josef S. Athanas, Esq., at Latham & Watkins in Chicago, Ill, represent General Electric Capital Corporation and the Prepetition Senior Lenders. Thompson Kurrie, Jr., Esq., at Coleman, Talley, Newbern, Kurrie, Preston & Holland LLP in Valdosta, Ga., represents MG Agency Services LLC and the Prepetition Second Lien Lenders. Matthew W. Levin, Esq., at Altson & Bird LLP in Atlanta, Ga., represents FMP Agency Services LLC and Prepetition Third Lien Lenders. Headquartered in Valdosta, Georgia, Adventure Parks Group LLC is the holding company of Wild Adventures and Cypress Gardens. Wild Adventures operates an amusement park in Valdosta, Georgia, while Cypress operates an amusement park in Winter Haven, Florida. The Company, along with Wild Adventures and Cypress Gardens, filed for chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case Nos. 06-70659 through 06-70661). George H. McCallum, Esq., James P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represent the Debtors. Mark J. Wolfson, Esq., at Foley & Lardner LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts between $50 million and $100 million. ADVENTURE PARKS: Wants Until November 27 to File Schedules ---------------------------------------------------------- Adventure Parks Group LLC and its debtor-affiliates ask the Honorable John T. Laney III of the U.S. Bankruptcy Court for the Middle District of Georgia in Valdosta to extend until Nov. 27, 2006, the deadline to file their statement of affairs, schedules, lists, and initial reports to the United States Trustee. The Debtors say they need time to complete compiling and reconciling the accumulated data and records and to accurately complete those statements and schedules. The Debtors further say that the assets and liabilities of the Debtors involve complex issues of cross-collateralization. Headquartered in Valdosta, Georgia, Adventure Parks Group LLC is the holding company of Wild Adventures and Cypress Gardens. Wild Adventures operates an amusement park in Valdosta, Georgia, while Cypress operates an amusement park in Winter Haven, Florida. The Company, along with Wild Adventures and Cypress Gardens, filed for chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case Nos. 06-70659 through 06-70661). George H. McCallum, Esq., James P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represent the Debtors. Mark J. Wolfson, Esq., at Foley & Lardner LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts between $50 million and $100 million. AGRICORE UNITED: Saskatchewan Offer Cues DBRS to Review Ratings --------------------------------------------------------------- Dominion Bond Rating Service placed the ratings of Agricore United Under Review with Developing Implications. * Senior Debt Under Review -- Developing BB * Long-Term Debt, Senior A, B Notes Under Review -- Developing BB (low) * Series A Convertible Preferred Shares Under Review -- Developing Pfd-4 This follows the announcement of Saskatchewan Wheat Pool Inc.'s intention to make a formal offer for Agricore's outstanding Limited Voting Common Shares, Series A Convertible Preferred Shares, and its Unsecured Subordinated Convertible Debentures. Saskatchewan Wheat intends to execute the transaction by issuing equity to holders of Agricore's Limited Voting Common Shares and Convertible Unsecured Subordinated Debentures, and using cash to acquire outstanding Series A Convertible Preferred Shares. The Limited Voting Common Share exchange ratio, based on trading prices at the close of business on Nov. 7, 2006, represents a premium of approximately 13% to Agricore shareholders. The transaction provides the merged entity with the opportunity to improve geographic diversification, rationalize its asset base, and achieve operating synergies. Saskatchewan Wheat had debt of $143 million and EBITDA of $82 million for the year ending July 31, 2006. Agricore had debt of $458 million, convertible debentures of $105 million, and EBITDA of $129 million for the 12 months ending July 31, 2006. The "Developing" nature of the Under Review reflects the fact that, although DBRS notes the credit risk profile of Agricore could strengthen as a result of the synergy potential and significantly larger equity basis of the proposed transaction, the benefits could be offset by integration risk, including regulatory restrictions that may be imposed upon the combined entity. The transaction is also subject to Agricore shareholder approval. DBRS will resolve its under review status based on standard approvals, a resolution of regulatory issues and comfort with regards to the integration process. AFFINITY GROUP: Sept. 30 Balance Sheet Upside-Down by $176.5 Mil. ----------------------------------------------------------------- Affinity Group Holding Inc. earned $1.3 million on $130.0 million of net revenues for the three months ended Sept. 30, 2006, compared to $122,000 on $124.7 million of net revenues from the same period in 2005, the Company disclosed in its third quarter financial statements on Form 10-Q to the Securities and Exchange Commission on Nov. 3, 2006. At Sept. 30, 2006, the Company's balance sheet showed $402.6 million in total assets and $579.2 million in total liabilities, resulting in a $176.5 million stockholders' deficit. The Company's Sept. 30 balance sheet also showed strained liquidity with $104.3 million in total current assets available to pay $138.9 million in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?14c0 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. Affinity Group Holding Inc. is a holding company and the direct parent of Affinity Group, Inc. The Company is a wholly-owned subsidiary of AGI Holding Corp, a privately-owned corporation. AMERICAN LODGING: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: American Lodging, Inc. aka Relax Inn fka Howard Johnson 3938 South Emerson Indianapolis, IN 46203 Bankruptcy Case No.: 06-12067 Type of Business: The Debtor operates a hotel and inn. Chapter 11 Petition Date: November 10, 2006 Court: Northern District of Indiana (Fort Wayne Division) Debtor's Counsel: Scot T. Skekloff, Esq. Skekloff, Adelsperger & Kleven, LLP 927 South Harrison Street Fort Wayne, IN 46802 Tel: (260) 407-7000 Fax: (260) 407-7137 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Joe Maida, Mgr. Of Settlement Disputed Franchise $63,471 Howard Johnson Int'l. Inc. Fees 1 Sylvan Way Parsippany, NJ 07054 Liquidated Damage $41,896 Claim Rakesh Patel $55,000 Econolodge 1040 West Southern Boulevard Montgomery, AL 36105 Mehul Patel $50,000 Travelers Deluxe Motel 1001 Island Road Flora, MS 39071 Ashwin Patel $50,000 515 Route 38 Cherry Hill, NJ 08002 Dasarath Patel $35,000 413 Maye Street P.O. Box 578 Wingate, NC 20174 Dilip Patel $35,000 Vijay Kumar Gupta $35,000 Ramesh & Kanchan Patel $25,000 John Lennick, Sr. V.P. $8,146 Ben Arnold $5,103 Donovan Engineering $1,200 MDC Recovery System $1,071 AMERICAST TECH: S&P Rates Proposed $100 Million Senior Notes at B- ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to AmeriCast Technologies Inc., a metal casting company. Additionally, Standard & Poor's assigned its 'B-' rating to AmeriCast's proposed issuance of $100 million of senior unsecured notes due 2014, one notch below the company's corporate credit rating. The outlook is stable. The senior unsecured notes will be used to finance the acquisition of the company by equity sponsor Castle Harlan and its associates. AmeriCast's currently outstanding debt will be refinanced with proceeds from the note offering. All ratings are based on preliminary offering statements and are subject to review upon final documentation. AmeriCast is also entering into an amended and restated $25 million asset-based revolving credit facility, which is not rated. "The ratings on Atchison, Kansas-based AmeriCast reflect both a highly leveraged financial profile, due to the leveraged acquisition of the company, and the company's market position in the fragmented and highly cyclical U.S. foundry industry," said Standard & Poor's credit analyst Clarence Smith. Standard & Poor's expect the company to continue generating good operating margins while its end markets remain favorable. Ratings could be raised or the outlook revised to positive if AmeriCast improves its cash generating abilities. On the other hand, either a downturn in the industrial market or heavy borrowings to fund acquisitions could result in Standard & Poor's considering negative rating actions. ANVIL KNIT: Court Okays Donlin Recano as Claims and Noticing Agent ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York gave Anvil Knitwear, Inc., and its two debtor-affiliates, Anvil Holdings, Inc., and Spectratex, Inc., authority to employ Donlin, Recano & Company, Inc. as their claims, notice, and balloting agent. As reported in the Trouble Company Reporter on Oct. 10, 2006, Donlin Recano is expected to: (a) notify all potential creditors of the filing of the Debtors' bankruptcy petitions and of the setting of the first meeting of creditors, pursuant to Section 341 of the Bankruptcy Code, under the proper provisions of the Bankruptcy Code and the Bankruptcy Rules; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs listing the Debtors' known creditors and the amounts owed; (c) notify all potential creditors of the existence and amount of their respective claims, as evidenced by the Debtors' books and records and as set forth in their Schedules; (d) furnish a notice of the last day for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by the Bankruptcy Court; (e) file with the Clerk an affidavit or certificate of service which includes a copy of the notice, a list of persons to whom it was mailed, in alphabetical order, and the date the notice was mailed, within 10 days of service; (f) docket all claims received, maintain the official claims registers for each of the Debtors on behalf of the Clerk, and provide the Clerk with certified duplicate unofficial Claims Registers on a monthly basis, unless otherwise directed; (g) specify, in the applicable Claims Register, these information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the filed amount of the claim, if liquidated, and (v) the classification(s) of the claim, e.g. secured, unsecured, priority, etc., according to the proof of claim; (h) relocate, by messenger, all of the actual proofs of claim filed to Donlin Recano, not less than weekly; (i) record all transfers of claims and provide any notices of such transfers required by Bankruptcy Rule 3001; (j) make changes in the Claims Register pursuant to Court Order; (k) upon completion of the docketing process for all claims received to date by the Clerk's office, turn over to the Clerk copies of the Claims Registers for the Clerk's review; (l) maintain the Claims Register for public examination without charge during regular business hours; (m) maintain the official mailing list for each Debtor of all entities that have filed a proof of claim, which list shall be available upon request by a party-in-interest or the Clerk; (n) assist with, among other things, solicitation, calculation, and tabulation of votes and distribution, as required in furtherance of confirmation of the Plan; (o) provide and maintain a website where parties can view claims filed, status of claims, and pleadings or other documents filed with the Court by the Debtors; (p) 30 days prior to the close of these cases, an order dismissing Donlin Recano would be submitted terminating its services upon completion of its duties and responsibilities and upon the closing of these cases; and (q) at the close of the case, box and transport all original documents in proper format, as provided by the Clerk's office, to the Federal Records Center. The Debtors told the Court that Donlin Recano's professionals bill: Professional Hourly Rate ------------ ----------- Principals $250 Senior Bankruptcy Consultants/Attorneys $170-$230 Bankruptcy Analysts $130-$155 Programming Consultants $135 Case Administrators $65 Data Input $35 Louis A. Recano, principal at Donlin Recano, assured the Court that his firm does not hold or represent any interest adverse to the Debtors or their estates. Headquartered in New York, Anvil Holdings, Inc., is a Delaware holding company with no material operations and owns all of the outstanding common stock of Anvil Knitwear, Inc. Anvil Knitwear, in turn, owns all of the outstanding common stock of Spectratex, Inc. fka Cottontops, Inc. The Debtors design, manufacture, and market high quality activewear for men, women, and children, including short and long sleeve T-shirts, sport shirts, and niche products in a variety of styles and fabrications. The Debtors also sell caps, towels, robes, and bags. The Debtors primarily market and sell their products to distributors, screen printers, and private label brand owners, principally in the United States. The Debtors' products are available under the "Anvil" brand names. The Debtors also sell products under the following brands: "chromaZONE," "Cotton Deluxe," "Towels Plus," and "Teak." The Debtors sometimes sell their products under private label by agreements with holders of other brand names. The Debtors filed for chapter 11 protection on Oct. 2, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12345 through 06-12347). The Debtors' consolidated financial data as of July 29, 2006 showed total assets of $110,682,000 and total debts of $244,586,000. The Debtors' exclusive period to file a chapter 11 plan expires on Jan. 30, 2007. ARIZONA DESERT: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Arizona Desert Brooms, Inc. P.O. Box 3169 Gilbert, AZ 85299 Bankruptcy Case No.: 06-03747 Chapter 11 Petition Date: November 9, 2006 Court: District of Arizona (Phoenix) Debtor's Counsel: Robert M. Cook, Esq. Missouri Commons, Suite 185 1440 East Missouri Phoenix, AZ 85014 Tel: (602) 285-0288 Fax: (602) 285-0388 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. ARLINGTON HOSPITALITY: Has Until Dec. 29 to File Chapter 11 Plan ---------------------------------------------------------------- The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the Northern District of Illinois extended, until Dec. 29, 2006, Arlington Hospitality, Inc., and its debtor-affiliates' exclusive period to file a chapter 11 plan of reorganization. Judge Goldgar also extended the Debtor's exclusive period to solicit acceptances of that plan until Feb. 27, 2007. As reported in the Troubled Company Reporter on Jan. 20, 2006, the Debtors successfully completed the sale of substantially all of their assets to Sunburst Hotel Holdings, Inc., and SJB Equities, Inc., both of which are unaffiliated with one another, pursuant to separate asset purchase agreements. The Debtors believe that the appropriate manner to wind down the estates will likely be through an orderly plan of liquidation. The Debtors say that they are currently engaged in discussions with the various constituents in these cases, including the Official Committee of Unsecured Creditors and PMC Commercial Trust, to determine how best to tailor a plan of liquidation to benefit the interests of the estates' creditors. The Debtors and the Committee are currently exploring complicated issues of valuation and allocation regarding the Debtors' estates to determine, among other things, whether and to what extent substantive consolidation among the various related debtor entities is warranted. The Debtors relate that the answer to this question will depend in part on the resolution PMC's claims filed against the estate. After consultation with the Committee, the Debtors have concluded that attempting to resolve these issues before filing a plan is appropriate. The Committee, PMC and the Debtors are currently engaged in discussions regarding the resolution of PMC's claims, and the parties are scheduled to mediate the PMC claims on Nov. 29, 2006. The Debtors contend that the requested extensions will accommodate this mediation schedule, and consequently, should facilitate resolution of these issues and likely streamline the plan process. The Debtors' cases are large and multi-faceted and the Debtors need to be free from undue creditor pressure that a competing plan would cause during the time period in which they are negotiating the terms of a plan with the different creditor constituencies. 12. The Debtors discloses that the Committee supports the requested extension. Headquartered in Arlington Heights, Illinois, Arlington Hospitality, Inc., dba Amerihost Properties, Inc., and its affiliates develop and construct limited service hotels and own, operate, manage and sell those hotels. The Debtors operate 15 AmeriHost Inn Hotels under leases from PMC Commercial Trust. Arlington Hospitality, Inc., serves as a guarantor under these leases. Arlington Inns Inc., an affiliate, filed for bankruptcy protection on June 22, 2005 (Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin Goldgar presiding. Arlington Hospitality and additional debtor-affiliates filed for chapter 11 protection on Aug. 31, 2005 (Bankr. N.D. Ill. Lead Case No. 05-34885). Catherine L. Steege, Esq., at Jenner & Block LLP, provides the Debtors with legal advice and Chanin Capital LLC serves as the company's investment banker. David W. Wirt, Esq., at Winston & Strawn, represents the Official Committee of Unsecured Creditors. As of March 31, 2005, Arlington Hospitality reported $99 million in total assets and $94 million in total debts. AVIATION CAPITAL: Moody's Puts Low-B Rated Notes Under Review ------------------------------------------------------------- Moody's Investors Service reported it placed under review for downgrade four notes issued by Aviation Capital Group Trust, Series 2000-1. These are the rating actions: Under review for possible downgrade: * Issuer: Aviation Capital Group Trust, Series 2000-1 -- $364 Million Class A-1 Floating Rate Notes due Nov. 15, 2025, rated Baa2; -- $53.7 Million Class B-1 Floating Rate Notes due Nov. 15, 2025, rated Baa3; -- $65.7 Million Class C-1 Floating Rate Notes due Nov. 15, 2025, rated B1; -- $24.8 Million Class D-1 Fixed Rate Notes due Nov 15, 2025, rated B3. Lease revenues supporting the notes have been fairly steady for several years, and have been sufficient to pay interest and minimum principal, with some funds left to cover expenses. However, a recent spate of heavy portfolio maintenance expenses has drawn heavily upon deal reserves, reducing the Investment Agreement Account from $30 million to $15.9 million in the month of September. Lease cash flows may not be sufficient to replenish the reserves, particularly in the near term. Potential future maintenance expenses could further deplete reserves, possibly further reducing credit support available to the transaction. BIOVAIL CORP: Posts $56.5 Million Net Loss in 2006 Third Quarter ---------------------------------------------------------------- Biovail Corporation disclosed Thursday financial results for the three-month and nine-month periods ending Sept. 30, 2006. In accordance with Generally Accepted Accounting Principles, Biovail reported a net loss of $56.5 million in the third quarter of 2006, compared with net income of $101.7 million for the corresponding 2005 period. For the nine months ended Sept. 30, 2006, net income was $88.6 million, compared with net income of $116.5 million for the same period a year earlier. Total revenues for the three months ended Sept. 30, 2006, were $289.6 million, compared with $258.1 million for the third quarter of 2005, an increase of 12%. Total revenues for the nine months ended Sept. 30, 2006, were $762.9 million, compared with $647.9 million for the first nine months of 2005, an increase of 18%. Net income for the third quarter of 2006 were negatively impacted by a $147-million non-cash write-down of intangible assets, a $40-million charge related to a contract-loss contingency in the Wellbutrin XL(R) agreement with GlaxoSmithKline (GSK), and a $6.8-million charge related to a lost-profits provision in the Company's agreement with Kos Pharmaceuticals, Inc., pertaining to Cardizem(R) LA; partially offset by a $4-million gain related to the termination of the Athpharma agreement. These charges negatively impacted net income in the third quarter of 2006 by $189.8 million. Net Income Excluding Specific Items in the third quarter of 2006 were $133.3 million. GAAP net income for the third quarter of 2005 were negatively impacted by $1.1 million as a result of a restructuring charge related to the May 2005 realignment of Biovail's U.S. commercial operations. "Biovail once again executed against its business and financial objectives, achieving strong revenue growth and robust cash flows from operations, and ended the quarter with over $625 million in cash and equivalents," said Biovail Chief Executive Officer Dr. Douglas Squires. "Recent litigation events, coupled with an ever- changing industry environment, have prompted a comprehensive review of the cost structure across all aspects of our organization. While the timing of commercial launch of a generic version of Wellbutrin XL(R) remains unknown and may not occur for some time, we nonetheless are acting quickly to implement a number of initiatives to reduce costs in 2007 and beyond. Our goal is to maximize our operational efficiency without sacrificing effectiveness, and to improve the overall competitive strength of Biovail. "However, our commitment to research and development, a critical component of our long-term success, will not change. To this end, we are nearing completion of a comprehensive review of our research-and-development pipeline to ensure we focus our resources on the highest-value programs - both existing projects as well as several that have been recently identified." Performance Summary Research-and-development revenue decreased 26% and 31% in the third quarter and first nine months of 2006 to $5.7 million and $14.6 million, respectively, compared with the corresponding periods of 2005. The decreases reflect competitive pricing pressures and a lower level of clinical research and laboratory testing services provided to external customers by Biovail's Contract Research Division. Royalty and other revenue was $6.6 million in the third quarter of 2006 and $20.2 million in the first nine months of 2006, compared with $6.0 million and $17.2 million in the corresponding periods in 2005, respectively. The year-over-year increases reflect $1.0 million and $2.9 million in co-promotion revenue for Ultram(R) ER in the third quarter and first nine months of 2006, respectively. Cost of goods sold for the third quarter of 2006 was $59.3 million, compared with $52.0 million in the third quarter of 2005. Gross margins based on product sales were 79% and 77% in the third quarter and first nine months of 2006, respectively, compared with 79% and 75% in the third quarter and first nine months of 2005. Gross margins in 2006 were favorably impacted by price increases, partially offset by costs associated with recent manufacturing issues. Gross margins in the first nine months of 2005 include a $4.9-million write-off of Cardizem(R) LA and Teveten inventory not purchased by Kos in May 2005. Selling, general and administrative expenses for the third quarter of 2006 were $50.2 million, compared with $42.4 million in the third quarter of 2005. This increase reflects the inclusion of stock-based compensation costs in 2006 and higher legal expenses, primarily related to ongoing Wellbutrin XL(R) litigation. SG&A expenses for the first nine months of 2006 were $173.4 million, compared with $174.3 million in the first nine months of 2005, a modest decrease that reflects the May 2005 restructuring of the Company's U.S. commercial operations, largely offset by higher legal expenses, the processing of the Ultram(R) ER recall, increased costs related to Sarbanes-Oxley compliance, information- technology infrastructure upgrades, the recent launches of Glumetza(TM) and Wellbutrin(R) XL in Canada, and the inclusion of stock-based compensation costs in 2006, the majority of which are recorded in SG&A expenses. Research-and-development expenditures were $26.4 million for the third quarter of 2006 and $67.1 million for the first nine months of 2006, compared with $19.9 million and $62.1 million for the corresponding periods in 2005, respectively. These increases reflect increased activity within Biovail's product-development pipeline, including the initiation of safety studies for BVF-146, a novel combination product (tramadol with an undisclosed non- steroidal anti-inflammatory drug, or NSAID) for the treatment of chronic pain; the submission of an NDA for BVF-033 (Biovail's bupropion salt formulation); and the submission of an NDS for BVF- 127 (once-daily tramadol hydrochloride) to the Canadian Therapeutic Products Directorate (TPD). Amortization expense in the third quarter and first nine months of 2006 was $14.8 million and $44.5 million, compared with $15.4 million and $46.8 million, respectively, in the corresponding periods in 2005. The modest year-over-year decreases primarily reflect the divestiture of the Teveten products in May 2005. Specific Items Affecting Operations In the third quarter of 2006, Biovail recorded a non-cash write- down of assets in the amount of $147.0 million. This reflects a $132.0-million write-down of the Vasotec(R) product rights as a result of Kos' decision in September 2006 to not proceed with, and Biovail's subsequent termination of, the development of Vasocard(TM). In addition, upon a reassessment of the Canadian market opportunity for the product, Biovail reduced the carrying value of the Glumetza(TM) product rights by $15.0 million. Also in the third quarter of 2006, Biovail recorded an additional $40.0- million charge related to a contract-loss contingency provision in the Company's agreement with GSK, as a result of a change in GSK's sampling strategy for Wellbutrin XL(R). Additionally, Biovail recorded a $6.8-million charge related to the lost-profits provision associated with the Cardizem(R) LA agreement with Kos, due to manufacturing issues with the lower doses (120mg and 180mg) of the product. Partially offsetting these amounts was a $4.0- million gain related to the July 2006 termination of the Athpharma agreement. In the third quarter of 2005, Biovail recorded a $1.1-million restructuring charge related to the May 2005 realignment of the Company's U.S. commercial operations. In the first nine months of 2005, Biovail incurred a $19.7-million restructuring charge, primarily related to severance costs associated with the May 2005 realignment. In addition, Biovail recorded a $26.6-million charge, primarily related to the write-down of the carrying value of the Teveten product rights to reflect their fair value at the date of disposition. Additionally, $4.9 million of Cardizem(R) LA and Teveten inventory not purchased by Kos was written off to cost of goods sold in the second quarter of 2005. Balance Sheet & Cash Flow At the end of the third quarter of 2006, Biovail's cash balances were $629.5 million, with no outstanding borrowings under its revolving term credit facility. The Company's debt-to-equity ratio was 0.3 at September 30, 2006, compared with 0.4 at December 31, 2005. Cash flows from continuing operations were $81.4 million in the third quarter of 2006 and $286.9 million in first nine months of 2006, compared with $122.4 million and $278.5 million in the corresponding periods of 2005. The year-over-year decrease in the third quarter reflects changes in operating assets and liabilities; primarily higher accounts-receivable balances in 2006. Cash provided by operating activities before changes in operating assets and liabilities was $383.1 million in the first nine months of 2006, compared with $233.1 million in the same period of 2005. Net capital expenditures in the third quarter of 2006 amounted to $6.5 million, compared with $12.9 million in the third quarter of 2005. The decrease reflects the recent completion of the expansion of the Company's Steinbach manufacturing facility. Cash Dividend The Company also disclosed that its Board of Directors has declared a cash dividend of $0.125 per share payable on Nov. 30, 2006, to shareholders of record at the close of business on Nov. 22, 2006. About Biovail Biovail Corporation -- http://www.biovail.com/-- is a specialty pharmaceutical company, engaged in the formulation, clinical testing, registration, manufacture and commercialization of pharmaceutical products utilizing advanced drug-delivery technologies. * * * As reported in the Troubled Company Reporter on Sept. 26, 2006, Moody's Investors Service confirmed its Ba3 Corporate Family Rating for Biovail Corporation in connection with the implementation of its new Probability-of-Default and Loss-Given Default rating methodology for the U.S. pharmaceutical sector. Moody's also held its B1 rating on the company's $400 million issue of second priority senior secured notes. Additionally, Moody's assigned an LGD4 rating to those bonds, suggesting noteholders will experience a 67% loss in the event of a default. BYG RESOURCES: Yukon Court Approves Abandonment Plan & Asset Sale ----------------------------------------------------------------- Yukon Supreme Court Justice Ron Veale approved the abandonment plan and sale of BYG Resources Inc.'s assets, which paved the way for the government to make plans to develop the deserted Mount Nansen mine, the CBC News reports. Yukon government project manager Hugh Copeland, in an interview with CBC News, related that it would take between $10 million and $20 million to clean up the site. Mr. Copeland added that the work would take two to three years. "Hopefully, on this site, it may be one we can walk away from. That there won't be perpetual water treatment going on forever. That we can walk away and then look at the possibility of selling off those claims or other assets in that core area.", Mr. Copeland was cited by CBC news as saying. According to the report, the government will coordinate the cleanup with the area's Little Salmon Carmacks First Nation. In addition, it will cost the federal government about $1 million to look after the site. BYG Resources Inc. owns Mount Nansen Mine, an open-pit gold and silver mine located 60 km. west of Carmacks in the central Yukon. The Company went into receivership in February 1999. C.T. BRUNNER: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: C.T. Brunner & Sons, Inc. dba Brunner Dodge 449 Bloomfield Avenue Verona, NJ 07044 Tel: (973) 239-5491 Bankruptcy Case No.: 06-21095 Type of Business: The Debtor sells used cars and automotive parts. See http://www.newbrunner.com/ Chapter 11 Petition Date: November 9, 2006 Court: District of New Jersey (Newark) Judge: Donald H. Steckroth Debtor's Counsel: Daniel Stolz, Esq. Wasserman, Jurista & Stolz 225 Millburn Ave., Suite 207 P.O. Box 1029 Millburn, NJ 07041 Tel: (973) 467-2700 Fax: (973) 467-8126 Total Assets: $279,092 Total Debts: $1,270,142 Debtor's 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service Tax debt $219,618 Special Procedures Function P.O. Box 744 Springfield, NJ 07081 State of New Jersey Tax debt $214,129 P.O. Box 45030 Newark, NJ 07101 Aboyoun & Heller, LLC Legal services $167,742 695 Route 46 West, Suite 401 Fairfield, NJ 07004 Reynolds & Reynolds Co. Trade debt $34,077 23150 Network Place Chicago, IL 60673 New Jersey Department of Tax debt $29,726 Labor P.O. Box 059 Trenton, NJ 08625 Lazer Holding Corp. Trade debt $13,094 449 Bloomfield Avenue Verona, NJ 07044 Patrick J. Caserta, Esq. Legal services $10,000 695 Route 46 West Fairfield, NJ 07004 Friedman, LLP Trade debt $7,790 100 Eagle Rock Avenue East Hanover, NJ 07936 Tactical Automotive Trade debt $5,789 Solutions 4 Turkey Hill Road Boonton, NJ 07005 PSE&G Utility services $2,110 P.O. Box 14444 New Brunswick, NJ 08906 American National Insurance Trade debt $1,882 2911 South Shore Blvd. League City, TX 77574 Aire Tech Trade debt $1,655 c/o Trustee Joseph Kohn 50 Park Place Newark, NJ 07102 Exxon Trade debt $1,367 726 Exchange Street Buffalo, NY 14210 GE Money Bank Trade debt $1,354 5996 W. Touhy Avenue Niles, IL 60714 Pine Brook Tire Trade debt $1,161 295 Changebridge Road Pine Brook, NJ 07058 Verizon Trade debt $481 P.O. Box 4833 Trenton, NJ 08650 Champion Uniform Trade debt $441 20 Douglas Street Fords, NJ 08863 New Jersey Division of Fire Trade debt $148 Safety P.O. Box 809 Trenton, NJ 08625 CANWEST MEDIAWORKS: Moody's Confirms B2 Senior Subordinate Rating ----------------------------------------------------------------- Moody's Investors Service confirmed CanWest MediaWorks Inc.'s Ba3 Corporate Family Rating and B2 Senior Subordinate rating. At the same time, Moody's changed CanWest's speculative grade liquidity rating to SGL-2 from SGL-3. The long term ratings reflect a Ba3 Probability of Default and an LGD5, 87% assessment on the senior subordinated notes. This action concludes the rating review commenced in July 2006. The outlook is negative. In its decision to confirm the ratings, Moody's stated that while CanWest's recent underperformance has significantly weakened the company's key credit metrics, the potential for its Canadian television operations to improve from a historically low base in addition to ongoing cost reduction measures should help reduce adjusted consolidated leverage to under 5x and produce low single- digit free cash flow to debt by the end of 2008. Moody's also recognized the significant and established positions CanWest maintains in the Canadian newspaper publishing sector and the value of its cash yielding investments in Australia's Network Ten and other global media properties. Finally, Moody's noted that it believes CanWest has both the ability and desire to strengthen its balance sheet, which could occur through further asset sales within the near term. The negative outlook reflects Moody's view that CanWest's key credit metrics based on its current set of assets will remain weakly positioned within the Ba3 rating category over the next couple of years. Additionally, while Moody's expects improved results from the company's Canadian television business, supporting trends are only very recent and these trends need to be sustained in order for the current ratings to hold. Moody's noted that should CanWest's current review of opportunities for its assets in the South Pacific result in a sale of some of those assets, CanWest's ratings have the potential to improve depending on how any proceeds are used. The change in CanWest's SGL rating to SGL-2 from SGL-3 follows the reduction in CanWest's legal entity bank facility usage from asset sale proceeds in addition to recent amendments to its banking covenants, which have eased liquidity pressures, such that Moody's now considers CanWest's liquidity position to be good. Upgrades: * Issuer: CanWest MediaWorks Inc. -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Outlook Actions: * Issuer: CanWest MediaWorks Inc. -- Outlook, Changed To Negative From Rating Under Review CanWest MediaWorks Inc. is a communications holding company based in Winnipeg, Manitoba Canada, with interests in TV, radio and publishing operations in Canada, Australia, New Zealand, and other international locations. CARAUSTAR INDUSTRIES: Posts $5 Mil. Net Loss in 2006 Third Quarter ------------------------------------------------------------------ Caraustar Industries, Inc. reported a $5,072,000 net loss for the third quarter ended Sept. 30, 2006, compared to net income of $45 million for the same period in the prior year. Sales from continuing operations for the third quarter ended Sept. 30, 2006 were $233.3 million, an increase of 9% over sales of $214 million for the same quarter in 2005. Loss from continuing operations for the third quarter of 2006 was $3.7 million compared to 2005 third quarter income from continuing operations of $1.2 million. The third quarter 2006 and 2005 results included pretax restructuring and impairment costs of approximately $2.8 million and a benefit of $600,000 respectively. The third quarter 2006 results included $1.4 million in accelerated depreciation related to three closed facilities, $1 million in non-restructuring charges related to the divestiture of the Company's tube and core operation in Mexico, and $300,000 related to expenses incurred due to a fire at the company's Sweetwater Paperboard mill. Paperboard volume, excluding discontinued operations, for the quarter ended Sept. 30, 2006 decreased approximately 7.3 thousand tons, or 2.8%, compared to the same period last year and 14.8 thousand tons, or 5.5%, sequentially from the second quarter 2006. The decrease, both year- over-year and sequentially, was primarily attributable to lower shipments of gypsum facing paper due to a slowing wallboard market. Compared to third quarter 2005, gypsum facing paper volume was down 20.0% versus an industry decrease of 10.8%. Converted tube and core volume declined 4.1 thousand tons, or 5.3% from the third quarter of 2005. Third quarter 2006 margins improved by $26 per ton in the paperboard mill group and $21 per ton in the tube and core group compared to the same period a year ago. The margin increase in the mill group was partially offset by lower volume. The margin expansion in the tube and core business was more than offset by the decrease in volume and higher restructuring costs. Caraustar's 50% interest in the Premier Boxboard Limited mill contributed $1.5 million in equity in income of unconsolidated affiliates for the third quarter 2006 compared to $2.1 million for the same period a year ago due to a decline in demand in the wallboard business, which is the result of a weakening housing market. The company ended the third quarter with a cash balance of $4 million compared to $95.2 million at the end of third quarter of 2005 and $7.4 million at June 30, 2006. For the nine months ended Sept. 30, 2006, the company generated $3.8 million of cash from operating activities compared to $13.2 million for the same period last year. The decrease is primarily the result of a $21 million decrease in distributions from unconsolidated affiliates due to the sale of Standard Gypsum offset by a $13.1 million pension payment made in September 2005. Capital expenditures were $27.9 million for the nine months ended September 30, 2006 versus $18.0 million for the same period a year ago. The $9.9 million increase was due to higher ERP investment, additional machinery and equipment upgrades in the mill group, and $1.7 million associated with equipment purchases under lease to facilitate the sale of the partition business in the first quarter 2006. The company had $33.4 million in drawn borrowings outstanding under its $145.0 million senior secured credit facility and had $12.0 million in letters of credit outstanding. Subsequent to quarter end, the company reduced the senior secured credit facility to $135.0 million. Nine-Months Ended Sept. 30, 2006 Sales from continuing operations for the nine-month period ended September 30, 2006 were $701.4 million, an increase of 7.7% compared to sales of $651.4 million for the same period in 2005. Income from continuing operations for the nine-month period in 2006 was $73.8 million, or $2.58 per share, compared to income from continuing operations for the nine-month period in 2005 of $4.3 million, or $0.15 per share. Income from continuing operations for the first nine-months of 2006 included restructuring charges of $6.4 million, a gain of $135.2 million resulting from the sale of the company's 50-% interest in its Standard Gypsum joint venture, and a charge of $18.8 million associated with the redeemed senior subordinated notes ($10.3 million loss on redemption and $8.5 million interest expense). Income from operations decreased from $12 million for the nine- month period ended September 30, 2005 to $2.7 million for the same period in 2006. The primary factors for this decrease in income from operations were higher fuel and energy costs in the paperboard mills of approximately $6.4 million, higher restructuring and impairment costs of $6.2 million, expense of $1.5 million related to a vendor claim, and increased selling, general and administrative costs of $2.4 million. These factors were partially offset by higher selling prices and lower recovered fiber costs. Selling, general and administrative costs were higher due primarily to a $1.2 million settlement of a patent infringement claim recorded in the first quarter of 2006 and $0.5 million related to severance. For the nine months ended Sept. 30, 2006, Caraustar's share of PBL's income was $5.1 million compared to $6.1 million for the same period last year. Year to date, Caraustar received $8 million in cash distributions in 2006 and $10.0 million in 2005. The sale of Caraustar's 50-% interest in Standard Gypsum on Jan. 17, 2006 resulted in a reduction in equity in income of unconsolidated affiliates from $27.5 million in 2005 to $5.1 million in 2006. Michael J. Keough, president and chief executive officer of Caraustar, commented, "The third quarter results were disappointing on a comparative basis with last year due mostly to an 8.2 thousand ton shortfall in the Company's uncoated recycled paperboard mill system. While the pricing environment for URB has improved and our major input costs (fiber and energy) have moderated, we were unable to offset the 5% decrease in mill tons sold compared to third quarter last year. Demand softened by 12.1 thousand URB tons on a sequential basis from the second quarter of 2006. Also, as the housing industry has declined in the third quarter of 2006, we have seen a six thousand ton volume decrease in gypsum facing paper at our Sweetwater Paperboard mill and a shift in product mix at PBL from lightweight gypsum to corrugated medium which has lower margins. Year over year, PBL produced and sold 53% gypsum facing paper in the third quarter 2006 compared to 70% last year. Overall, our mill system, including PBL, ran at 92.1% operating capacity in third quarter 2006, down from 94.6% for the same period last year while the industry operated at 90.3% and 93.5%, respectively. "Our selling, general and administrative costs were down as a percentage of sales compared to third quarter last year and essentially flat on a dollar basis. We continue to aggressively pursue this area with structured programs both operationally and at our corporate headquarters. "As noted last quarter, we consolidated our tube and core and custom packaging businesses into the Converted Products Group and have redirected our focus to make this business more efficient and effective in serving customers. We are planning further consolidation in our converting businesses in the fourth quarter of 2006. We will consolidate 7 facilities within our Converted Products Group. The customers from these facilities will be served by other Caraustar locations. We expect that these consolidations will improve income from operations on an annual basis by over $3 million. Estimated costs of the rationalization are $5.9 million of which approximately $2.3 million are expected to be cash costs. "In the third quarter, we completed the sale of certain coating equipment and the customer list of our Rittman Paperboard mill to Cascades, Inc. for $500 thousand. This transaction and the continuing negotiations for the sale of Caraustar's remaining coated recycled boxboard mill and the contract packaging business are part of the company's previously announced decision to exit non-core businesses." A full-text copy of the Company's quarterly report is available for free at http://ResearchArchives.com/t/s?14cd About Caraustar Based in Austell, Georgia, Caraustar Industries, Inc. -- http://www.caraustar.com/-- is an integrated manufacturer of converted recycled paperboard. Caraustar serves the four principal recycled boxboard product end- use markets: tubes, cores and composite cans; folding cartons; gypsum facing paper and miscellaneous other specialty paperboard products. * * * The Company's $200 million 7.375% Senior Notes due June 1, 2009 and $29 million 7.25% Senior Notes due May 1, 2010, carry Standard & Poor's B+ rating. The Company's $285 million 9.875% Senior Subordinated Notes due April 1, 2011, carry S&P's B- rating. Those ratings were assigned on May 9, 2006. CARDSYSTEMS SOLUTIONS: Court Denies Exclusive Period Extensions --------------------------------------------------------------- The Honorable James M. Marlar of the U.S. Bankruptcy Court for the District of Arizona refused to extend Cardsystems Solutions, Inc.'s exclusive periods. Court documents do not state why the Debtor's motion was denied. As reported in the Troubled Company Reporter on Sept. 18, 2006, the Debtor asked the Court to extend its exclusive right to solicit acceptances of its Plan of Liquidation to 90 days after approval of its Disclosure Statement pursuant to Section 1121(c)(3) of the Bankruptcy Code. The Debtor reminded the Court that it filed its Plan and Disclosure Statement contemporaneously with the filing of its voluntary petition on May 12, 2006. Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc. -- http://www.cardsystems.com/-- was acquired by Pay By Touch Payment Solutions, LLC -- http://www.paybytouch.com/-- a biometric authentication, loyalty, membership, payment and other electronic transaction solutions provider. The Company filed for bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No. 06-00515). Frederick J. Petersen, Esq., Michael McGrath, Esq., and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., represent the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtor's case. When the Debtor filed for bankruptcy protection, it disclosed assets amounting to $13,087,515 and debts totaling $23,860,343. CARDSYSTEMS SOLUTIONS: Court Approves Amended Disclosure Statement ----------------------------------------------------------------- The Hon. James M. Marlar of the U.S. Bankruptcy Court for the District of Arizona approved the Amended Disclosure Statement explaining Cardsystems Solutions, Inc.'s Amended Chapter 11 Plan of Reorganization. Judge Marlar determined that the Amended Disclosure Statement contains adequate information -- the right amount of the right kind -- for creditors to make informed decisions when the Debtor asks them to vote to accept the Plan. Overview of the Amended Plan The Debtor's Amended Plan proposes to establish a claims resolution process designed to liquidate the claims of all parties who claim they were damaged by the Debtor's security incident. Simultaneous with claims being liquidated, the Amended Plan also establishes a process for the Debtor to liquidate assets and recover any and all claims it has against other parties. With these funds, the Amended Plan will establish a procedure for payment of claims in the priority set forth in Bankruptcy Code. If the funds are insufficient to pay any class of creditors 100% of their claims, these claimants will receive a pro-rata distribution, along with members of that class of creditors, from the funds received from the liquidation of the Debtor's assets. Treatment of Claims Class 1 is comprised of the post-confirmation expenses that will be incurred to liquidate the assets of the Debtor and prosecute claims accordingly. Class 2 Claims consisting of Administrative Expenses will be paid in full. Class 3 Priority Wage Claims will be paid 30 days after the effective date on a pro rata basis. Class 4 Priority Tax Claims will be paid 30 days after the effective date equal to one-half of the allowed claim. Thereafter, holders of Priority Tax Claims will receive installment payments, in cash, over a six-month period until the claim is paid in full. Class 5 Claims consist of unsecured claims held by creditors who elect both to have their claims liquidated by the Claims Master and to release the Participating Third Parties. Class 6 Claims on the other hand consist of unsecured claims held by creditors who elect either to have their claims liquidated by the Court instead of the Claims Master or elect to retain claims against the participating Third Parties. Under the Amended Plan, after payment in full of Class 1-4 claims, the Liquidating Agent will divide the available funds between the Class 5 and 6 creditors, on a pro rata basis. The Liquidating Agent will create a payment pool for Class 5 creditors and will have the funds contributed to the estate by participating Third Parties added to it. The Liquidating Agent will distribute available funds to allowed Class 5 claims, on a pro rata basis, as funds are available, until Class 5 creditors are paid in full. The Liquidating Agent will also create a payment pool for Class 6 claims. From this pool, the Liquidating Agent will pay litigation costs associated with liquidating the claims before the Court. The Class 6 pool will receive no distribution from the Participating Third Parties. After liquidation of all Class 6 Claims, the Liquidating Agent will distribute available funds to Class 6 creditors, on a pro rata basis. Class 7 Claims consisting of holders of the Debtor's common stock and Series A-F stock will receive distribution after all other classes are paid. A full-text copy of the Debtor's Amended Disclosure Statement is available for a fee at: http://www.researcharchives.com/bin/download?id=061110223020 About Cardsystems Solutions Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc. -- http://www.cardsystems.com/-- was acquired by Pay By Touch Payment Solutions, LLC -- http://www.paybytouch.com/-- a biometric authentication, loyalty, membership, payment and other electronic transaction solutions provider. The Company filed for bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No. 06-00515). Frederick J. Petersen, Esq., Michael McGrath, Esq., and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., represent the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtor's case. When the Debtor filed for bankruptcy protection, it disclosed assets amounting to $13,087,515 and debts totaling $23,860,343. CARDSYSTEMS SOLUTIONS: Court Approves Hecker as Special Counsel --------------------------------------------------------------- Cardsystems Solutions, Inc., obtained authority from the United States Bankruptcy Court for the District of Arizona to employ Hecker & Muehlebach, PLLC, as its special securities counsel. As reported in the Troubled Company Reporter on Oct. 12, 2006, Hecker & Muehlebach will provide consultation and advice the Debtor as to SEC regulations as they relate to: * the Debtor's holding of stock in Solidus Networks, Inc., dba PayByTouch; * the Debtor's need to register as an investment company or whether the estate is exempt from registration; and * any other securities issues that may arise in the course of the Debtor's case. The firm's professionals bill: Professional Hourly Name ------------ ----------- Lawrence M. Hecker, Esq. $300 Janis Gallego, Esq. $150 To the best of the Debtor's knowledge, Hecker & Muehlebach does not hold any interest adverse to the Debtor or its estate. Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc. -- http://www.cardsystems.com/-- was acquired by Pay By Touch Payment Solutions, LLC -- http://www.paybytouch.com/-- a biometric authentication, loyalty, membership, payment and other electronic transaction solutions provider. The Company filed for bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No. 06-00515). Frederick J. Petersen, Esq., Michael McGrath, Esq., and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., represent the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtor's case. When the Debtor filed for bankruptcy protection, it disclosed assets amounting to $13,087,515 and debts totaling $23,860,343. CATHOLIC CHURCH: Portland & TCC Get More Time to Complete Surveys ----------------------------------------------------------------- The Archdiocese of Portland in Oregon and the Official Committee of Tort Claimants obtained approval from the U.S. Bankruptcy Court for the District of Oregon to suspend indefinitely: (1) any pending deadline for the Archdiocese to complete and provide to the Tort Committee's counsel the accused survey forms; (2) the deadline for 47 Tort Claimants to complete and provide to the Archdiocese and the Tort Committee their survey forms; and (3) any pending deadline for the Archdiocese to provide to the Tort Committee the Claimant Surveys for approximately 290 resolved and unresolved child abuse tort claims, which exclude the Claimant Surveys being completed by the 47 Claimants. As reported in the Troubled Company Reporter on Aug. 23, 2006, Judge Elizabeth L. Perris approved two survey forms to be completed by certain claimants and by the Archdiocese on behalf of the accused persons who have been named for any resolved or unresolved claim included in Portland's claims estimation database. Judge Perris directed the Archdiocese to deliver the Claimant Survey Form and a copy of the Order to the Claimants' attorneys, or to the Claimants themselves, if unrepresented, with instructions that the survey forms are to be completed and signed by the Claimants. Survey copies are to be returned to counsel for the Archdiocese and the Tort Committee on or before 30 days after Portland's mailing date. Portland will be entitled to a two-hour mini-deposition of a Claimant who fails to complete and return the survey to the Archdiocese within the period. 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. 72; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CDC MORTGAGE: Fitch Cuts Rating on Class B-2 Certificates to B+ --------------------------------------------------------------- Fitch has taken rating actions on these CDC Mortgage Capital Trust, series 2003-HE1, mortgage pass-through certificates: -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A+'; -- Class M-3 affirmed at 'A'; -- Class B-1 affirmed at 'BB+'; -- Class B-2 downgraded to 'B+' from 'BB-'. The mortgage loans in the aforementioned transaction consist of fixed-rate and adjustable-rate mortgages extended to sub-prime borrowers and are secured by first and second liens, primarily on one- to four-family residential properties. As of the October 2006 distribution date, series 2003-HE1 is 43 months seasoned. The pool factor (current mortgage loan principal outstanding as a percentage of the initial pool) is 9.48%. The affirmations reflect a satisfactory relationship between credit enhancement and future loss expectations and affect approximately $58 million of outstanding certificates, as of the Oct. 25, 2006 distribution date. The negative rating action, affecting approximately $2.3 million of the outstanding certificate, reflects the deterioration of CE relative to expected future losses. As of the October 2006 distribution, series 2003-HE1 has suffered a cumulative loss of 1.44% of its original balance. The overcollateralization has been beneath its target for the past nine months and is currently only providing 2.86% CE for class B-2. Class B-1 is currently only benefiting from 6.60% CE as protection. The average monthly excess spread over the past three months has been approximately $99,809 and the average monthly losses for the same period have been $271,804. This has led to an average monthly reduction in CE of $171,995 for the past three months. The 60-plus delinquencies represent 25.33% of the current collateral balance and this includes foreclosures and real estate owned of 4.46% and 6.95%, respectively. Fitch expects the protection provided by the OC in this transaction to continue to deteriorate. The servicer for this transaction is Ocwen Loan Servicing, LLC (rated 'RPS2' by Fitch). All of the mortgage loans were purchased by Morgan Stanley ABS Capital I Inc., the depositor, from CDC Mortgage Capital Inc. Inc., who previously acquired the mortgage loans from various other originators. CENTEX HOME: Moody's Downgrades Ratings on Four Certificates ------------------------------------------------------------ Moody's Investors Service downgrades four certificates and has placed one certificate under review for possible downgrade issued by Centex Home Equity Loan Trust 2001-B, 2002-A, 2002-C, and 2002- D. The underlying collateral for these subprime deals consist of fixed-rate and adjustable-rate residential mortgage loans. These subordinate classes have been downgraded or placed under review for possible downgrade based on the low credit enhancement levels compared to the current loss projections. These deals are not performing as anticipated due to high delinquency rates, realized losses, and loss severities. These are the rating actions: * Issuer: Centex Home Equity Loan Trust, Series 2001-B -- Class B, Downgraded from Baa2 to Ba3. * Issuer: Centex Home Equity Loan Trust, Series 2002-A -- Class BV, Downgraded from Baa2 to B1. * Issuer: Centex Home Equity Loan Trust, Series 2002-C -- Class B-1, Currently: Baa2; under review for possible downgrade. -- Class B-2, Downgraded from Baa3 to B1. * Issuer: Centex Home Equity Loan Trust, Series 2002-D -- Class B, Downgraded from Baa2 to Ba3. CLARA SCANAGATTA: Case Summary & Nine Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Clara Ann Scanagatta 70 East Sunset Way, Suite 229 Issaquah, WA 98027 Bankruptcy Case No.: 06-14002 Chapter 11 Petition Date: November 10, 2006 Court: Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Darrel B. Carter, Esq. CBG Law Group PLLC 11100 Northeast 8th Street, Suite 380 Bellevue, WA 98004 Tel: (425) 283-0432 Estimated Assets: $1 Million to $100 Million Estimated Debts: $10,000 to $100,000 Debtor's Nine Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Household Bank $7,819 P.O. Box 19360 Portland, OR 97280 Discover Bank $7,600 P.O. Box 7112 Dover, DE 19903 Citi Card $6,400 P.O. Box 6405 The Lakes, NV 88901-6405 First USA $5,900 P.O. Box 50882 Henderson, NV 89016 CDC Management Services $4,000 11211 Slater Avenue Northeast, Suite 200 Kirkland, WA 98033 Wells Fargo Bank $3,820 Bank of America $3,656 $2,250 Citi Card $1,200 CA Bank and Trustee $300 CLARENDON ALUMINA: Fitch Rates Proposed $200 Million Notes at B+ ---------------------------------------------------------------- Fitch has assigned a preliminary 'B+' issue rating and an 'RR4' recovery rating to the proposed issuance of $200 million unsecured notes due in 2021 by Clarendon Alumina Production Limited. The 15-year notes will benefit from an explicit unconditional and irrevocable guarantee by the Government of Jamaica for timely payment of interest and principal on the notes. The foreign currency Issuer Default Rating of the GoJ is 'B+'. The notes will amortize beginning in June 2011 with 21 equal semi- annual payments of approximately $9.52 million until 2021. The proceeds of the issuance will be used primarily to refinance existing debt obligations. The proposed issuance, which is expected to close in November 2006, will allow for a more long- term debt maturity profile and should improve the company's financial flexibility. Fitch maintains a local and foreign currency IDR of 'B' for CAP. The Rating Outlook is Stable. CAP is 100% owned by the GoJ and is a partner with a subsidiary of Alcoa Inc. in a bauxite mining and alumina refining operation in Jamaica called Jamalco. CAP's ratings reflect the company's position as a partner in Jamalco, a leading alumina production joint-venture in Jamaica, and the support the company receives from the GoJ. CAP benefits from this explicit support due to the company's position as a partner in the country's second largest producer and exporter of alumina, Jamalco, and as the official vehicle through which the government promotes and develops its bauxite mining and alumina production interests. With a production capacity of 4.3 million tons, Jamaica is the fifth-largest producer of alumina in the world. The country's bauxite and alumina industry is its largest exporter and accounts for approximately 6% of the nation's GDP. Currently, the GoJ guarantees one of CAP's outstanding long-term foreign currency debt obligations totaling $77 million, or about 46% of CAP's total debt. In addition, the GoJ guarantees approximately an additional $600 million in external debt obligations of other public entities. Jamaica has never let any of its public-sector entities default and the GoJ has a good track record of servicing its debt obligations. Nevertheless, the willingness of the GoJ to provide financial support could be hindered by its ability to do so, as the Jamaican government is highly indebted. CAP's financial profile is weak for the 'B' rating category. In 2006 (fiscal year ending March 31, 2006), CAP generated operating EBITDA of $10 million and had total debt of $166 million, resulting in a total debt-to-operating EBITDA ratio of 16.6 times (x) and interest coverage of about 0.6x. Operating EBITDA in 2006 decreased about 60% from two years ago due to the rising cost of production inputs, primarily fuel and caustic soda. CAP's ratings also consider the strength of CAP's joint venture partner Aloca Minerals of Jamaica, which is an indirect subsidiary of Alcoa, Inc. of the United States, an industry-leading producer of alumina and aluminum. CAP benefits from the technical expertise and industry position of Alcoa, which manages and operates the Jamalco production facilities. CAP was incorporated in April 1985 in Jamaica and is 100% owned by the GoJ. In 1988, CAP entered into a joint-venture agreement with a subsidiary of Alcoa Inc., to become partners in a bauxite mining and alumina refining operation in Jamaica called Jamalco. Jamalco is an unincorporated joint-venture association that involves the proportionate sharing of production costs and the alumina output of the Clarendon Alumina Refinery. In 2006, CAR produced 1.26 million tons of alumina and CAP's 50% share of the output generated revenues of $126 million from the sale of 645,808 tons of alumina. CHRISTOPHER HOPKINS: Case Summary & Eight Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Christopher Harris Hopkins P.O. Box 2314 Parkersburg, WV 26101 Bankruptcy Case No.: 06-40141 Chapter 11 Petition Date: November 10, 2006 Court: Southern District of West Virginia (Parkersburg) Debtor's Counsel: Joseph W. Caldwell, Esq. Caldwell & Riffee 3818 MacCorkle Avenue Southeast, Suite 101 P.O. Box 4427 Charleston, WV 25364-4427 Tel: (304) 925-2100 Fax: (304) 925-2193 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ WTAP-TV $10,000 One Television Plaza Parkersburg, WV 26101 CITI Cards Misc. Purchases $9,000 AT&T Universal Card P.O. Box 45165 Jacksonville, FL 32232-5165 American General Finance Loan $6,580 P.O. Box 454 1702 Washington Boulevard Belpre, OH 45714-0454 Northern Leasing Systems, Inc. Equipment Lease $5,721 132 West 31st Street New York, NY 10001 Sam's Club Misc. Purchases $3,800 1100 Grand Central Avenue Vienna, WV 26105 JC Penney Misc. Purchases $1,799 Beneficial Payment Loan $1,527 Exterior Systems, Inc. Debt $627 COMPLETE PRODUCTION: Assumes Pumpco's $30 Mil. Debt After Purchase ------------------------------------------------------------------ Complete Production Services Inc. acquired Pumpco Services, Inc. The consideration for all the outstanding equity of Pumpco consisted of approximately $157.5 million in cash and 1,010,566 shares of Complete common stock. Complete also assumed approximately $30 million of debt outstanding under Pumpco's existing credit facility. "Pumpco is an excellent strategic fit," said Joe Winkler, President and CEO of Complete. "Pressure pumping is complementary to our completion and production business segment, and Pumpco is focused on the Barnett Shale, one of the most active resource plays in North America and one where we have a significant presence." Pumpco's majority stockholder prior to the acquisition is an affiliate of a significant stockholder of Complete and, accordingly, the Board of Directors of Complete established a Special Committee of directors, each independent of the significant stockholder and any of its affiliates, to review and approve the terms of the transaction. UBS Investment Bank acted as exclusive financial advisor to the Special Committee. Latham & Watkins LLP acted as legal counsel to Complete for this transaction. Pumpco's estimated revenue, EBITDA and operating income for calendar year 2006 are approximately $96 million, $45 million and $39 million, respectively. The difference between estimated EBITDA as defined and estimated operating income is solely attributable to estimated depreciation expense. These estimates reflect the third fracturing fleet entering the marketplace in September 2006 and no revenue from the fourth fleet. Complete will include Pumpco in its completion and production business segment from the date of acquisition. The acquisition is expected to be accretive to Complete's earnings in 2006 and 2007. Complete will provide audited financial statements for Pumpco in a subsequent filing on Form 8-K with the Securities and Exchange Commission pursuant to applicable rules and regulations. Complete Production will hold a conference call to discuss this transaction on Thursday, November 9, 2006, at 1:00 p.m. Central Time. Participation instructions are included toward the end of this release. Complete Production Services, Inc. provides completion, production and drilling services and products to the oil and gas industry in many of the most active basins throughout North America. * * * As reported on the Troubled Company Reporter, Oct. 6, 2006, Standard & Poor's Ratings Services raised its corporate credit rating on oilfield service provider Complete Production Services to 'B+' from 'B'. The outlook is stable. CONVERIUM HOLDING: Earns $54.3 Million for Third Quarter 2006 ------------------------------------------------------------- Converium Holding AG released its financial results for the third quarter and first nine months ended Sept. 30, 2006. Converium posted $54.3 million in net profit on $538.3 million of revenues for the third quarter of 2006, compared with $6.9 million in net losses against $678.7 million in revenues for the same period in 2005. The company posted $178.4 million in net profit against $1.39 billion in revenues for the first nine months of 2006, compared with $34.5 million in net profit against $2.18 billion in revenues for the same period in 2005. As of Sept. 30, 2006, Converium Holding AG had $11.87 billion in assets, $9.97 billion in liabilities and $1.9 billion in shareholder equity. "Converium reports another quarter of impressive financial performance," Inga Beale, Chief Executive Officer, commented. "Our capital base has further strengthened. The results primarily reflect strong current-year underwriting performance, highlighting the quality of our book of business. The third quarter demonstrates once more the sustainability of Converium's rebound." "We now focus on the year-end renewal negotiations and believe that we can benefit from the recent positive rating actions," Mr. Beale added. "We remain confident that Converium will be awarded a better financial strength rating in the near future." Agreement to Sell North American Operations On Oct. 17, Converium disclosed of the signing of a definitive agreement to sell its North American operations to National Indemnity Company, a Berkshire Hathaway company, for a total consideration of $295 million comprised of $95 million in cash and $200 million in assumption of debt. Converium has not provided any guarantee or indemnity in respect of the reserves of the North American operations. The transaction is subject to regulatory approvals and customary closing conditions. The transaction is not reflected in Converium's third quarter financial accounts presented. The sale to National Indemnity Company is based on the balance sheet as of June 30, 2006. On this basis Converium estimates that the sale will result in a decrease in shareholders' equity of $135 million. The overall effect on net income and shareholders' equity will depend on the amount of unrealized investment losses or gains at the North American operations, closing net asset adjustments and foreign exchange developments. Increases or decreases in the net assets of the North American operations after June 30, 2006 do not give rise to a net benefit or detriment to Converium, resulting in a fixed economic effect of the transaction at closing. On completing this transaction, Converium will achieve finality regarding its North American operations. In addition, the Company's risk profile improves following the assumption of all of the North American operations' reinsurance liabilities (in excess of $1 billion as of June 30, 2006) by National Indemnity Company. Following the conclusion of the sale, Converium will maintain a strong financial position, while further de-risking its balance sheet. Converium is very pleased with Standard & Poor's decision to place the Company on Credit Watch with positive implications after the transaction was announced. Financial Guidance for 2006 Essentially Unchanged Converium reiterates the fundamental elements of its full-year financial guidance given in March 2006: -- gross premiums written for 2006 are projected to come in at $1.8-1.9 billion; -- the priced combined ratio for the ongoing non-life operations is anticipated at around 102.5%, including an administration expense ratio of 5.5%, expected losses from natural catastrophes of about $80 million but excluding expected Corporate Center costs of up to $55 million as compared with the Company's previous guidance of $45-50 million. This upward revision of Corporate Center costs is driven by additional expenses associated with the sale of the North American operations; -- the corporate tax rate is expected to range between 12-15%, up from the previous guidance of 7-12%. This upward revision is largely attributable to more income from high-tax jurisdictions; -- average invested assets including cash and cash equivalents should be in the magnitude of around $7.2 billion, up from the previous guidance of around $7 billion. Positive Outlook for Year-End Renewals In the ongoing year-end renewals Converium experiences strong support from clients. Given the most recent positive signals from rating agencies, especially Standard & Poor's placing of Converium under Credit Watch with positive implications, clients believe that Converium will obtain an improved financial strength rating in the near future. Even assuming no upgrade before the end of the year Converium expects to achieve at least a stable volume of business in 2007, based on increasing shares in a number of client relationships, new business from various markets, and overall market conditions which Converium believes to remain attractive. Distinct Value Proposition Following a ratings upgrade Converium will continue to build its franchise as a mid-sized multi-line reinsurer with a distinct geographic emphasis on Europe, Asia Pacific and the Middle East, and with a focus on global specialty lines. The Company believes that, based on its knowledge-based strategy, it can successfully position itself as an "intelligent alternative" in global reinsurance markets, also benefiting from a clear and distinctive strategic stance on North America. As a result of a ratings upgrade, Converium expects to gain increased shares with existing clients and to establish new client relationships without compromising on profitability. About Converium Headquartered in Zug, Switzerland, Converium Holding AG -- http://www.converium.com/-- provides treaty and individual coverage for risks including accident and health, credit and surety, e-commerce, third party and professional liability, life, and special casualty. The company also operates in Germany, United Kingdom, France, Malaysia, Singapore, Australia, Japan, Bermuda, Argentina, U.S.A., Brazil and Canada. * * * In October 2006, Fitch Ratings placed Swiss-based Converium AG's Insurer Financial Strength BBB- rating on Rating Watch Positive. The agency has also placed other ratings within the Converium group on RWP. Converium group ratings are: Converium AG's IFS BBB- on RWP; Converium AG's Issuer Default rating BBB- on RWP; Converium Insurance (U.K.) Limited's IFS BBB- on RWP; Converium Ruckversicherungs (Deutschland) AG's IFS BBB- on RWP; Converium Holding AG's IDR BB on RWP; and Converium Finance S.A.'s $200 million subordinated debt due 2032 BB+ on RWP. CRC HEALTH: Inks Plan to Merge Subsidiary With Aspen Education -------------------------------------------------------------- CRC Health Corporation signed an agreement and plan of merger in which its wholly owned subsidiary, Madrid Merger Corporation, will merge with Aspen Education Group Inc. CRC Health has agreed to acquire all of the outstanding capital stock of Aspen, for a cash purchase price of $291 million, subject to adjustment pursuant to the terms and conditions of the Agreement. CRC Health intends to fund the purchase price with a combination of additional senior secured term loans and a capital contribution from its parent company, CRC Health Group, Inc. CRC Health Group intends to fund the capital contribution through a combination of senior unsecured loans and the sale of its equity securities to certain of its existing equity holders. CRC Health expects its pro forma leverage ratio to remain similar to current levels. Closing of the transaction is conditioned upon satisfaction of customary closing conditions, including the expiration or early termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, the Company receiving the proceeds of its financing to fund the transaction and the absence of an event resulting in a material adverse effect. It is anticipated that closing will occur during the fourth quarter of 2006. Ropes & Gray LLP in Boston, Mass., represents CRC Health Corporation. Morgan, Lewis & Bockius LLP in Los Angeles, Calif., represents Aspen Education Group Inc. A full-text copy of the agreement and plan of merger is available for free at http://ResearchArchives.com/t/s?14a6 About Aspen Education Cerritos, California-based Aspen Education Group Inc. provides educational services to youth who have demonstrated behavioral issues that have interfered with their performance in school and life. Aspen operates 32 programs in 12 states in the U.S. and a program in the U.K. and its offerings include boarding schools, experiential outdoor education programs, weight-loss residential high schools, and summer weight loss camps. About CRC Health Corp. Cupertino, California-based CRC Health Corporation owns and operates drug and alcohol rehabilitation facilities and clinics specializing in the treatment of chemical dependency and mental health disorders through a network of more than 100 facilities across 23 states. * * * Moody's Investors Service confirmed CRC Health Corporation's B2 Corporate Family Rating in connection with the rating agency's implementation of its new Probability-of-Default and Loss-Given- Default rating methodology. CREDIT SUISSE: Moody's Pares Rating on $18.8 Million Loan to Ba3 ---------------------------------------------------------------- Moody's Investors Service downgraded the ratings of four classes and confirmed or affirmed the ratings of 17 classes of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CND2: -- Class A-1, $609,625,203, Floating, affirmed at Aaa -- Class A-1S, $87,536,653, Floating, affirmed at Aaa -- Class A-1J, $40,000,000, Floating, affirmed at Aaa -- Class A-2, $386,000,000, Floating, affirmed at Aaa -- Class A-X-1, Notional, affirmed at Aaa -- Class A-X-2, Notional, affirmed at Aaa -- Class A-X-3, Notional, affirmed at Aaa -- Class A-X-4, Notional, affirmed at Aaa -- Class A-Y, Notional, affirmed at Aaa -- Class B, $64,000,000, Floating, affirmed at Aaa -- Class C, $63,000,000, Floating, affirmed at Aaa -- Class D, $39,000,000, Floating, affirmed at Aa1 -- Class E, $36,000,000, Floating, affirmed at Aa2 -- Class F, $35,000,000, Floating, affirmed at Aa3 -- Class G, $37,000,000, Floating, confirmed at A1 -- Class H, $33,000,000, Floating, confirmed at A2 -- Class J, $36,000,000, Floating, confirmed at A3 -- Class K, $32,000,000, Floating, downgraded to Baa2 from Baa1 -- Class L, $32,000,000, Floating, downgraded to Baa3 from Baa2 -- Class M, $23,000,000, Floating, downgraded to Ba1 from Baa3; on review for possible downgrade -- Class N, $18,835,048, Floating, downgraded to Ba3 from Ba1; on review for possible downgrade The Certificates are collateralized by one whole loan and 12 senior participation interests secured by 17 properties. The loans range in size from 0.5% to 28.6% of the pool based on current principal balances. As of the Oct. 16, 2006 distribution date, the transaction's aggregate certificate balance has decreased by approximately 21% to $1.57 billion from $1.99 billion at securitization as the result of the payoff of six loans and partial property releases associated with four loans. The pool contains transitional assets that are undergoing conversion for sale as residential condominiums. Classes G, H, J, K, L, M and N were placed on review for possible downgrade on Aug. 22, 2006. Moody's is confirming Classes G, H and J. Moody's is downgrading Classes K, L, M and N and placing Classes M and N on review for further possible downgrade due to weakening conditions in the south Florida condominium market and performance issues concerning the Prestige Portfolio and Mizner Court at Broken Sound Loans. The Prestige Portfolio Loan ($106 million - 10.2%) is secured by five garden apartment complexes (1,269 units) located in three south Florida counties -- Palm Beach, Broward and Sarasota. There are currently 19 units under contract but no sales have occurred to date. The borrower has been renting units and has been funding the monthly debt service shortfall out-of-pocket. The interest reserve is at the minimum balance. The Mizner Court at Broken Sound Loan ($57.3 million - 3.6%), is secured by 450 condominium/apartment units located in Boca Raton, Florida. To date no sales have closed and the borrower is currently refunding deposits on 44 remaining contracts. The borrower is renting units to generate cash flow. Market conditions in Boca Raton have deteriorated significantly over the past several months. There are also issues concerning the Hotel Gansevoort/Paradiso Residences and the Toy Buildings Loans. The Hotel Gansevoort/Paridiso Residences Loan is secured by a mixed use property located in South Beach, Florida. The property, which is configured as a 593-room hotel, is currently being renovated and converted into 299 residential condominium units, 54 hotel- condominium units and a 240-room full-service hotel. To date 108 units are in contract (91 condominiums, 17 condo-hotel units) with closings expected to begin at the end of November or the beginning of December. Sales have stagnated with no additional sales over the past three months. The interest reserve has been fully depleted and the borrower has been funding debt service out-of-pocket. A forbearance agreement for the interest reserve is being negotiated with the servicer. The Miami Beach condominium market data indicates a declining sales velocity and a growing inventory of units available for sale. The Toy Buildings Loan ($189.6 million - 12.1%) is secured by four contiguous buildings located in the Flatiron District of New York City. The borrower is in the process of converting the buildings into 556 residential condominium units. There had been an interest reserve default that has been cured; however, the project is approximately six months behind in its construction schedule due primarily to delays in receiving governmental approvals. The Monterra at Bonita Springs Loan was transferred to special servicing due to the borrower abandoning its condominium conversion plan. However, the loan paid off in full in October 2006 and the special servicer waived its special servicing fee. CYRUS INC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Cyrus, Inc. 16 Penn Plaza 481 Eighth Avenue, Suite 812 New York, NY 10001 Bankruptcy Case No.: 06-12668 Chapter 11 Petition Date: November 8, 2006 Court: Southern District of New York (Manhattan) Judge: Allan L. Gropper Debtor's Counsel: Dawn K. Arnold, Esq. Rattet, Pasternak & Gordon-Oliver, LLP 550 Mamaroneck Avenue Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 Total Assets: $356,050 Total Debts: $1,425,054 The Debtor did not file a list of its 20 Largest Unsecured Creditors. DELPHI CORP: Delays Filing of Third Quarter Financials ------------------------------------------------------ Delphi Corporation disclosed that its Quarterly Report on Form 10-Q for the third quarter ended Sept. 30, 2006, could not be filed within the prescribed time period because it could not complete the preparation of the required information without unreasonable effort and expense. In connection with the audit of its 2006 consolidated financial statements and performing related interim procedures for the third quarter, Delphi's independent auditors identified and informed the Company of a potential issue with the designation of hedges related to foreign currency. Specifically, Delphi became aware that the hedge designation for foreign currency forward contracts it had entered into to hedge exposure to foreign currency fluctuations may not have satisfied the technical accounting rules under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended to qualify for exemption from the more strict effectiveness testing requirements. Delphi, together with its current and former independent public accounting firms, is reviewing the accounting treatment accorded to these contacts. Delphi will not be in a position to file its Form 10-Q without unreasonable effort or expense prior to the time the review of the accounting treatment accorded to these contracts is complete. The terms of Delphi's debtor-in-possession financing require that Delphi furnish its lenders copies of its periodic filings when those filings are due to be filed with the U.S. Securities and Exchange Commission. An amendment was circulated to lenders under Delphi's debtor-in- possession facility to provide additional time to complete the periodic filings. Delphi expects the amendment will be effective no later than tomorrow, Nov. 14, 2006. Troy, MI-based Delphi Corporation -- http://www.delphi.com/-- supplies vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. EDWARD GRIGGS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Edward Griggs, Jr., M.D. aka Edward Albert Griggs, M.D. 25 North Drive Dobbs Ferry, NY 10522 Bankruptcy Case No.: 06-22770 Type of Business: The Debtor is an ophthalmologist. Chapter 11 Petition Date: November 9, 2006 Court: Southern District of New York (White Plains) Judge: Adlai S. Hardin Jr. Debtor's Counsel: Jeffery A. Reich, Esq. Reich Reich & Reich, P.C. 175 Main Street, Suite 300 White Plains, NY 10601 Tel: (914) 949-2126 Fax: (914) 949-1604 Total Assets: $1,647,232 Total Debts: $1,935,001 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Citi Mortgage, Inc. Mortgage $626,429 Attn: Bankruptcy, MS 730 P.O. Box 790130 O'fallon, MO 63368 Paulette Castillo Alimony, Maintenance $298,498 32 Courseview Road Child Support Bronxville, NY 10708 John Tague, Esq. Legal Services $169,000 2 Park Place, Ste. 1 Bronxville, NY 10708 Jaffe And Asher, LLP Legal Services $153,730 600 Third Avenue New York, NY 10016 Citi Mortgage, Inc. Home Equity Loan $138,000 Attn: Bankruptcy, MS 730 P.O. Box 790130 O'fallon, MO 63368 Citibank Commercial Business Loan $65,000 Business Banking Loan Ops 201 W. Lexington Dr. MS 0412 Glendale, CA 91203 Capital One FSB Credit Card $49,000 P.O. Box 70885 Charlotte, NC 28272 Mbna/Bank Of America Credit Card $48,353 P.O. Box 15721 Wilmington, DE 19886 Citi Mortgage, Inc. Mortgage $48,000 Attn: Bankruptcy, MS 730 P.O. Box 790130 O'fallon, MO 63368 Chase Home Finance Mortgage $43,000 P.O. Box 24696 Columbus, OH 43224 Citibank Business Loan Business Loan $42,602 Business Banking Loan Ops 201 W. Lexington Dr. MS 0412 Glendale, CA 91203 Mbna Credit Card $25,000 P.O. Box 15720 Wilmington, DE 19850 Citibusiness Card Credit Card $17,725 P.O. Box 44180 Jacksonville, FL 32231 Bank Of America Credit Card $13,298 P.O. Box 1516 Newark, NJ 07101 Capital One FSB Credit Card $5,355 P.O. Box 790217 St. Louis, MO 63179 Patricia Kitson, Esq. Legal Services $2,500 50 Main Street White Plains, NY 10606 Chase Credit Card $2,135 P.O. Box 15153 Wilmington, DE 19886 James Digiaciento, DDS Dental Services $1,200 98 Smith Avenue Mount Kisco, NY 10549 American Express Credit Card $928 P.O. Box 2855 New York, NY 10116 American Express Credit Card $175 General Inquiries P.O. Box 297812 Ft. Lauderdale, FL 33329 ELAN FINANCE: Moody's Rates Proposed Senior Unsecured Notes at B3 ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to the proposed new senior unsecured notes of Elan Finance PLC reflecting a guarantee from Elan Corporation, PLC and material subsidiaries. At the same time, Moody's affirmed Elan's existing ratings and the stable rating outlook. The last prior rating action was an outlook revision to stable from negative on June 14, 2006 following the FDA's approval of resumed marketing for Tysabri in multiple sclerosis. The new senior notes are being sold in a privately negotiated transaction without registration under the Securities Act of 1933 under circumstances reasonably designed to preclude a distribution thereof in violation of the Act. The issuance has been designed to permit resale under Rule 144A. Elan's B3 Corporate Family Rating reflects the criteria outlined in Moody's Global Pharmaceutical Rating Outlook including size and scale, cash flow relative to debt, and cash coverage of debt. Elan's rate of cash use is significant, and Elan faces $613 million of debt maturities in early 2008. Consummation of the pending debt issuance would alleviate concerns about near-term debt maturities, and would help solidify Elan's position within the B3 rating category. The rating outlook is stable. "Despite an improvement in refinancing risk, Moody's believes that the market acceptance of Tysabri remains uncertain and will be a critical factor driving any future changes in Elan's credit rating," stated Michael Levesque, Vice President and Senior Credit Officer. Upward rating pressure could result from a very successful re- launch of Tysabri, leading Moody's to conclude that Elan is on a clear path to generating positive free cash flow. Negative rating pressure could develop if Moody's believes that Elan is unlikely to achieve positive earnings and cash flow by year-end 2008. Rating assigned: * Elan Finance, PLC -- B3 fixed rate senior notes due 2013 (guaranteed by Elan Corporation, PLC and subsidiaries) -- B3 floating rate senior notes due 2013 (guaranteed by Elan Corporation, PLC and subsidiaries) Ratings affirmed: * Elan Corporation, PLC -- B3 corporate family rating * Elan Finance, PLC -- B3 fixed rate senior notes of $850 million due 2011 (guaranteed by Elan Corporation, PLC and subsidiaries) -- B3 floating rate senior notes of $300 million due 2011 (guaranteed by Elan Corporation, PLC and subsidiaries) * Athena Neurosciences Finance, LLC -- B3 senior notes of $613 million due 2008 (guaranteed by Elan Corporation, PLC and subsidiaries) EQUISTAR CHEMICALS: Moody's Assigns Loss-Given-Default Rating ------------------------------------------------------------- In connection with Moody's Investors Service's implementation of its new Probability-of-Default and Loss-Given-Default rating methodology for the U.S. chemical and allied products sectors, the rating agency confirmed its Ba3 Corporate Family Rating for Equistar Chemicals LP. Additionally, Moody's affirmed its probability-of-default ratings and assigned loss-given-default ratings on these loans and bond debt obligations: Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- $700 Million 10.125% Senior Unsecured Notes Due Sept. 2008 B1 B1 LGD4 64% $600 Million 8.75% Senior Unsecured Notes Due Feb. 2009 B1 B1 LGD4 64% $700 Million 10.58% Senior Unsecured Notes Due May 2011 B1 B1 LGD4 64% $150 Million 7.55% Senior Unsecured Debentures Due Feb. 2026 B1 B1 LGD4 64% Moody's explains that current long-term credit ratings are opinions about expected credit loss, which incorporate both the likelihood of default and the expected loss in the event of default. The LGD rating methodology will disaggregate these two key assessments in long-term ratings. The LGD rating methodology will also enhance the consistency in Moody's notching practices across industries and will improve the transparency and accuracy of Moody's ratings as Moody's research has shown that credit losses on bank loans have tended to be lower than those for similarly rated bonds. Probability-of-default ratings are assigned only to issuers, not specific debt instruments, and use the standard Moody's alpha- numeric scale. They express Moody's opinion of the likelihood that any entity within a corporate family will default on any of its debt obligations. Loss-given-default assessments are assigned to individual rated debt issues -- loans, bonds, and preferred stock. Moody's opinion of expected loss are expressed as a percent of principal and accrued interest at the resolution of the default, with assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to LGD6 (loss anticipated to be 90% to 100%). Headquartered in Houston, Texas, Equistar Chemicals LP is engaged in the production of basic chemicals, such as polyethylene, in North America. FINOVA GROUP: Inks Final Claims Settlement with Thaxton Entities ---------------------------------------------------------------- The Finova Group, Inc., entered into final documentation of the settlement of all outstanding claims in the ongoing litigation involving the Company and Thaxton Group Inc. and its debtor- affiliates, the holders of subordinated notes issued by Thaxton and the Official Committee of Unsecured Creditors in Thaxton and its debtor-affiliates' chapter 11 cases. As reported in the Troubled Company Reporter on Sept. 19, 2006 The Finova Group, Inc.'s subsidiary, FINOVA Capital Corporation reached a preliminary settlement to resolve all outstanding claims in the ongoing litigation with the Thaxton Entities and related interests. The Company disclosed that the settlement is being structured as a class action, and it has the right to reject the settlement if: (i) more than $6 million principal amount of Thaxton subordinated notes opt out of the settlement; and/or (ii) any of the current individual plaintiffs in the Gregory action opt out of the settlement. Consummation of the settlement is subject to: (i) approval by the District Court, the Thaxton Entities bankruptcy court and the bankruptcy court in the Company's chapter 11 proceeding; (ii) notice to the class of the settlement; and (iii) final court approval of the settlement after hearings on the fairness of the settlement. The Company further disclosed that it anticipates that the consummation of the settlement will not be implemented prior to early 2007. A full text-copy of the Master Settlement Agreement may be viewed at no charge at http://ResearchArchives.com/t/s?14b8 Headquartered in Scottsdale, Arizona, The Finova Group, Inc., provides commercial financing to small and mid-sized businesses; other services include factoring, accounts receivable management, and equipment leasing. The firm has three segments: Commercial Finance, Specialty Finance, and Capital Markets. FINOVA targets such markets as transportation, wholesaling, communication, health care, and manufacturing. Loan write-offs had put the firm on shaky ground. The Company and its debtor-affiliates and subsidiaries filed for Chapter 11 protection on March 7, 2001 (U.S. Bankr. Del. 01-00697). Pachulski, Stang, Ziehl, Young & Jones P.C. and Wachtell, Lipton, Rosen & Katz represent the Official Committee of Unsecured Creditors. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A., represents the Debtors. FINOVA has since emerged from Chapter 11 bankruptcy. Financial giants Berkshire Hathaway and Leucadia National Corporation (together doing business as Berkadia) own FINOVA through the almost $6 billion lent to the commercial finance company. Finova is winding up its affairs. Going Concern Doubt As reported in the Troubled Company Reporter on May 16, 2006, Ernst & Young LLP expressed substantial doubt about The Finova Group 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 negative net worth as of Dec. 31, 2005 as well as limited sources of liquidity to satisfy its obligations. FOAMEX INTERNATIONAL: Wants U.S. Bank's Interest Claims Disallowed ------------------------------------------------------------------ Foamex International Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to find that: (a) no prepayment premiums, or any prepayment fees or penalties are payable under the Senior Secured Indenture on account of the Senior Secured Note Claims as they are treated under the Amended Plan; (b) the order setting the bar date for the filing of proofs of claim in the Debtors' Chapter 11 cases precludes the assertion of a claim for payment of a call premium, or prepayment fee or penalty with respect to the Senior Secured Notes; (c) to the extent a prepayment premium, or any prepayment fee or penalty is payable under the Senior Secured Indenture on account of the Senior Secured Note Claims as they are treated under the Amended Plan, that premium, fee or penalty is not reasonable under Section 506(b); (d) no Change of Control premium is payable or will become payable under the Senior Secured Indenture as a result of the transactions contemplated under the Amended Plan; (e) the Bar Date Order precludes assertion of a claim for payment of a Change of Control premium under the Senior Secured Indenture; and (f) the Bar Date Order precludes assertion of a claim in excess of the amount requested in U.S. Bank National Association's Claims on account of prepetition interest on the Senior Secured Notes. The Debtors further ask the Court to disallow U.S. Bank's Claims filed against FMXI, Inc., and Foamex International Inc., because they are not guarantors or issuers with respect of the Senior Secured Notes. Pursuant to the Senior Secured Indenture dated March 25, 2002, Foamex L.P., and Foamex Capital Corporation, issued $300,000,000 in original principal amount of 10-3/4% Senior Secured Notes due April 1, 2009. The U.S. Bank acts as trustee under the Senior Secured Indenture. The Senior Secured Indenture requires, in certain limited circumstances, payment of: (a) a Change of Control premium; and (b) a prepayment premium upon acceleration caused by a bankruptcy filing only if that action was taken "with the intention of avoiding the prohibition on redemption of the Notes . . ." The Senior Secured Indenture defines Change of Control as the occurrence of any of these: (1) the sale, lease, transfer or other disposition, excluding through merger or consolidation, of all or substantially all the Debtors' assets to any entity; (2) the Debtors' adoption of a liquidating plan; (3) the consummation of a transaction, the result of which is that any entity becomes the beneficial owner of more than 50% of the Voting Stock of the Debtors, measured by voting power rather than number of shares; or (4) the first day on which a majority of the members of the Debtors' Board of Directors are not continuing members. In December 2005, U.S. Bank filed a proof of claim in each Debtor's Chapter 11 case -- Claim Nos. 865 to 873 -- asserting a secured claim against each Debtor for money loaned in the amount of $312,452,083 and postpetition interest at the default rate accrued from the Petition Date through December 8, 2005, for $7,854,872. U.S. Bank's $312,452,083 claim comprised of $300,000,000 principal, and prepetition interest for $12,452,083. The Debtors previously filed their First Amended Joint Plan of Reorganization on Oct. 23, 2006. The Amended Plan provides, among other things, that claims arising under the Senior Secured Indenture on account of the Senior Secured Notes will be unimpaired and deemed allowed in the aggregate amount of $312,452,083 plus accrued and unpaid postpetition interest, but excluding any premiums or any prepayment fees or penalties. Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, contends that the Plan's recovery for the Senior Secured Notes Claims is identical to the claim asserted by the U.S. Bank on account of the Senior Secured Notes in its proofs of claim filed in the Debtors' Chapter 11 cases. He adds that the recovery results in payment in full to the holders of the Senior Secured Notes under the terms of the Senior Secured Indenture. After the Debtors' filing of the Amended Plan, the Ad Hoc Committee of Senior Secured Noteholders expressed three demands with respect to the Amended Plan's treatment of the Senior Secured Note Claims: (a) payment for a prepayment premium of $16,125,000 on the Senior Secured Notes; (b) in the alternative, payment for a Change of Control premium of $3,000,000; and (c) increase of the recovery of prepetition interest on the Senior Secured Notes by $2,597,917, thus, increasing U.S. Bank's claim for prepetition interest from $12,452,083 to $15,050,000. Mr. Barry, however, points out that the Senior Secured Indenture does not provide for the payment of any call premiums or prepayment fees or penalties where, as here, the Senior Secured Notes have been accelerated due to the filing of voluntary bankruptcy cases, have become immediately due and payable as a result of, and are to be paid in full in cash pursuant to a Chapter 11 plan of reorganization. In the alternative, if the prepayment premium demanded by the Ad Hoc Committee is determined to be payable under the Senior Secured Indenture, it is not reasonable under Section 506(b) of the Bankruptcy Code, Mr. Barry asserts. Section 506(b) provides that "to the extent than an allowed secured claim is secured by a property of which . . . is greater than the amount of the claim, there shall be allowed to the holder of such claim, interest on such claim, and any reasonable fees, costs, or charges provided for under the agreement or State statue under which such claim arose." Headquartered in Linwood, Pa., Foamex International Inc. -- http://www.foamex.com/-- is the world's leading producer of comfort cushioning for bedding, furniture, carpet cushion and automotive markets. The Company also manufactures high- performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries. The Company and eight affiliates filed for chapter 11 protection on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693). Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, represent the Debtors in their restructuring efforts. Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the ad hoc committee of Senior Secured Noteholders. Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the Official Committee of Unsecured Creditors. As of July 3, 2005, the Debtors reported $620,826,000 in total assets and $744,757,000 in total debts. (Foamex International Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) FOAMEX INTERNATIONAL: Wants Until March 9 to Remove Civil Actions ----------------------------------------------------------------- Foamex International Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to further extend until, March 9, 2007, the time by which they may file notices of removal with respect to civil actions pending as of their bankruptcy filing pursuant to Rules 9006(b) and 9027 of the Federal Rules of Bankruptcy Procedure. According to Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, the Debtors have not had adequate time to fully investigate and evaluate all of the Civil Actions to determine whether removal is appropriate. Ms. Morgan maintains that having recently finalized a plan of reorganization and disclosure statement, the Debtors expect that a great deal of time and attention will be focused on the solicitation and confirmation process in the coming weeks. An extension will give the Debtors more time to make fully informed decisions concerning removal of each action and will assure that the Debtors do not forfeit valuable rights, Ms. Morgan asserts. Ms. Morgan assures the Court that the rights of the Debtors' adversaries will not be prejudiced by an extension because they may seek to have the actions remanded to state court. The Debtors reserve the right to seek further extensions of the removal period. The Court will convene a hearing on Dec. 21, 2006, to consider the Debtors' request. Objections to the relief sought must be filed by Nov. 25, 2006. By application of Del. Bankr. LR 9006-2, the Debtors' removal period is automatically extended until the conclusion of that hearing. Headquartered in Linwood, Pa., Foamex International Inc. -- http://www.foamex.com/-- is the world's leading producer of comfort cushioning for bedding, furniture, carpet cushion and automotive markets. The Company also manufactures high- performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries. The Company and eight affiliates filed for chapter 11 protection on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693). Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, represent the Debtors in their restructuring efforts. Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the ad hoc committee of Senior Secured Noteholders. Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the Official Committee of Unsecured Creditors. As of July 3, 2005, the Debtors reported $620,826,000 in total assets and $744,757,000 in total debts. (Foamex International Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). FORD MOTOR: To File Third Quarter 2006 Report by November 14 ------------------------------------------------------------ In a Nov. 9, 2006 filing with the Securities and Exchange Commission, Ford Motor Company disclosed that it is restating its financial statements for the third quarter ended Sept. 30, 2005, and finalizing its financial results for the third quarter ended Sept. 30, 2006, to reflect the changes in fair value of its derivative instruments as gains and losses, without recording any offsetting change in the value of the debt it was economically hedging. Because the analysis and preparation of its restated financial information is not yet complete, the company said it will be filing its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2006, on or before Nov. 14, 2006, instead of Nov. 9. The company's indirect wholly owned subsidiary Ford Motor Credit Company became aware of a matter related to the application of paragraph 68 of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, during the preparation of its response to a comment letter from the Division of Corporation Finance of the Securities and Exchange Commission. Accordingly, the company performed a review of the company and Ford Credit's hedge accounting policies and practices relating to the "assumption of no ineffectiveness" for interest rate swaps pursuant to paragraph 68 of SFAS No. 133. Although the interest rate swaps were and continue to be highly effective economic hedges, the company has determined that nearly all of the trans- actions failed to meet the requirements of Paragraph 68. Preliminary Third Quarter 2006 Results On Oct. 23, 2006, the company issued a press release announcing its preliminary financial results for the third quarter ended Sept. 30, 2006. The company also furnished the preliminary results to the SEC in its Current Report on Form 8-K dated Oct. 20, 2006. For the third quarter of 2006, the company reported a preliminary net loss of $5.8 billion, compared with a $284 million net loss for the third quarter of 2005. Excluding special items, the third quarter loss from continuing operations was $1.2 billion compared with a loss of $191 million a year earlier. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Company -- http://www.ford.com/-- manufactures and distributes automobiles in 200 markets across six continents. With more than 324,000 employees worldwide, the company's core and affiliated automotive brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo. Its automotive-related services include Ford Motor Credit Company and The Hertz Corporation. * * * As reported in the Troubled Company Reporter on Oct. 24, 2006, Standard & Poor's Ratings Services placed its 'B' senior unsecured debt issue ratings on Ford Motor Co. on CreditWatch with negative implications. At the same time, S&P affirmed all other ratings on Ford, Ford Motor Credit Co., and related entities, except the rating on Ford Motor Co. Capital Trust II 6.5% cumulative convertible trust preferred securities, which was lowered to 'CCC-'from 'CCC.' At the same time, Fitch Ratings placed Ford Motor's 'B+/RR3' senior unsecured debt on Rating Watch Negative reflecting Ford's intent to raise secured financing that would impair the position of unsecured debt holders. Under Fitch's recovery rating scenario it was estimated that unsecured holders would recover approximately 68% in a bankruptcy scenario, equating to a Recovery Rating of 'RR3' (50-70% recovery). Moody's Investors Service has disclosed that Ford's very weak third quarter performance, with automotive operations generating a pre-tax loss of $1.8 billion and a negative operating cash flow of $3 billion, was consistent with the expectations which led to the September 19 downgrade of the company's long-term rating to B3. FOREST CITY: Completes Restructuring of Forest City's Portfolio --------------------------------------------------------------- Forest City Enterprises Inc. has completed the restructuring of the Forest City Ratner Companies portfolio, which is composed of Forest City Enterprises' and Bruce C. Ratner's combined interest in a total of 30 retail, office and residential operating properties, certain service companies and seven identified development opportunities, as well as the pursuit of new real estate opportunities, all in the greater New York City metropolitan area. As reported, Bruce Ratner has contributed his ownership interests in the 30 operating properties, the service companies and participation rights in all future developments to a newly formed limited liability company. Forest City paid $46.3 million in cash and issued 3,894,000 units in the new limited liability company to Bruce Ratner. These units may be exchanged for an equal number of shares of FCEA stock or cash based on the value of FCEA stock at the time of conversion. For the first five years only, units that have not been exchanged will receive their proportionate share of an aggregate annual preferred payment of $2.5 million plus an amount equal to the dividends payable on the same number of shares of Forest City stock. After five years, the annual preferred payment on the outstanding units will equal only the dividends payable on Forest City stock. In addition, Forest City will indemnify Bruce Ratner for any tax liability he may incur as a result of the sale of any of these properties during the 12-year period following the closing of the transaction. The cash and units exchanged for Bruce Ratner's interest are net of $42.5 million of preferred returns in favor of Forest City. This transaction also takes into account $384 million of non- recourse project debt attributable to Bruce Ratner's ownership. All but $16.8 million of this debt is already reported on the consolidated balance sheet of Forest City's GAAP financial statements. Headquartered in Cleveland, Ohio, Forest City Enterprises, Inc. is a $5.9 billion NYSE-listed real estate company. The Company is principally engaged in the ownership, development, acquisition and management of commercial and residential real estate throughout the United States. The Company's portfolio includes interests in retail centers, apartment communities, office buildings and hotels in 20 states and the District of Columbia. * * * As reported on the Troubled Company Reporter on Oct. 6, 2006, Standard & Poor's Ratings Services affirmed its 'BB+' rating on Forest City Enterprises Inc. The rating affirmation affects roughly $550 million in rated senior notes. The outlook remained stable. GENERAL CABLE: Begins Proposed $315 Million Senior Notes Funding ---------------------------------------------------------------- General Cable Corporation intends to offer $315 million aggregate principal amount of Senior Convertible Notes due 2013 under an automatically effective shelf registration statement on file with the Securities and Exchange Commission. The Company has granted to the underwriters an option to purchase up to an additional $45 million in principal amount of Senior Convertible Notes on the same terms and conditions as those sold in this offering. The Company intends to use the net proceeds from this offering for general corporate purposes, which will include the repayment of outstanding balances under its senior secured credit facility and the payment of the net cost of separate convertible note hedge and warrant transactions. In addition, the Company may use the remaining net proceeds for potential acquisitions and funding internal growth. The Company expects that the convertible note hedge transactions will have an exercise price equal to the conversion price of the notes. The convertible note hedge transactions are intended to offset potential dilution to the Company's common stock upon potential future conversion of the notes. The Company also anticipates that the warrants will have an exercise price that is approximately 76% higher than the closing price of the Company's common stock on the date the notes are priced. The notes will be convertible into General Cable Corporation common stock at a to-be-determined premium to the market price of the common stock when the Senior Convertible Notes are priced. The interest rate and other terms will be provided upon pricing of the notes Headquartered in Highland Heights, Kentucky, General Cable Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes aluminum, copper, and fiber-optic wire and cable products. It has three operating segments: industrial and specialty (wire and cable products conduct electrical current for industrial and commercial power and control applications); energy (cables used for low-, medium- and high-voltage power distribution and power transmission products); and communications (wire for low-voltage signals for voice, data, video, and control applications). Brand names include Carol and Brand Rex. It also produces power cables, automotive wire, mining cables, and custom-designed cables for medical equipment and other products. GENERAL CABLE: Moody's Rates Proposed $315 Mil. Senior Notes at B1 ------------------------------------------------------------------ Moody's Investors Service today assigned a rating of B1 to the proposed $315 million convertible senior notes of General Cable Corporation. Concurrently, Moody's upgraded the corporate family rating of GCC to Ba3 from B1. Moody's also upgraded the rating on the $285 million senior unsecured notes to B1 from B2. The rating outlook is stable. The proceeds of the senior convertible notes will be used to reduce revolver outstandings and for general corporate purposes, including acquisitions. These are the rating actions: Assignment: -- $315 million senior unsecured convertible notes due 2013, B1, LGD4, 65% Upgrades: -- $285 million senior unsecured notes due 2010, to B1, LGD4, 65% from B2 -- Corporate Family Rating, to Ba3 from B1 -- Probability of Default Rating, to Ba3 from B1 -- Outlook is stable The assignment of a B1 rating to the proposed convertible notes and the upgrade in the corporate family rating to Ba3 from B1 primarily reflect: -- the company's moderate leverage; strengthening interest coverage; -- low cost operations; -- leading market position in the wire & cable industry; and, -- highly diversified end markets and customer base. The ratings are additionally supported by: -- strong capacity utilization; -- rationalized industry-wide supply; -- positive demand dynamics in the energy segment of the company's business; -- a substantial inventory valuation cushion; -- low bad debt expense; and, -- sizeable net operating loss carry forwards, and size. Factors weighing on the company's ratings include: -- the large commodity price content of the firm's operations; -- the highly seasonal and cyclical nature of its business; -- the concentration of key raw material supply; -- a significantly under-funded defined-benefit pension plan; and, -- the unionization of a material portion of the company's workforce. The stable outlook reflects Moody's expectation that GCC will continue to grow volume, particularly in the power and industrial & specialty segments, as a result of peak demand for its products. The rating agency also assume that the firm will continue to take a conservative approach to acquisitions with consideration paid at or below replacement cost for cash flow accretive operations that will expand the company's geographic footprint or product breadth. In the event that a major acquisition adds material debt, the expectation is that GCC will utilize cash flow to rapidly de-lever in its historically disciplined manner. The ratings could come under upward rating pressure if total debt to EBITDA fall below 3.5x on a sustained basis or if demand for the company's products lead to a level of high operating and free cash flow, thereby further improving coverage ratios and other credit metrics. Downgrade pressure could occur if the company makes a major acquisition that leverages the balance sheet and that poses material integration and span-of-control issues. The ratings could also be impaired if total debt to EBITDA increases above 3.7x or if EBIT to interest expense declines below 2.3x on a sustained basis. GCC, located in Highland Heights, Kentucky, is a leading global developer and manufacturer within the wire and cable industry. The firm markets copper, aluminum and fiber optic wire and cable products globally. For the last twelve months ended June 30, 2006, the company reported revenues of $3 billion. HEALTHSOUTH CORP: Posts $76 Million Net Loss in 2006 Third Quarter ------------------------------------------------------------------ HealthSouth Corporation reported a $76,144,000 net loss on $731,207,000 of revenues for the three months ended Sept. 30, 2006, as compared to a $11,541,000 loss on $766,307,000 of revenues for the same period in 2005. The Company attributes the revenue decline to * the continued negative impact of the 75% Rule and negative Medicare pricing pressure in the inpatient division; * facility closures (which do not qualify as discontinued operations) primarily in the outpatient, surgery, and diagnostic divisions; and * four surgery centers that became equity method investments rather than consolidated entities during the third quarter of 2006. The Company reported a pre-tax loss from continuing operations of $68.3 million for the third quarter of 2006 compared to its pre- tax income from continuing operations of $10.5 million for the third quarter of 2005. The third quarter of 2006 includes a $28.7 million charge for a loss on an interest rate swap related to the Company's $2.05 billion Term Loan Facility, in addition to other charges viewed as temporary. At Sept. 30, 2006, the Company's balance sheet showed $3,285,144,000 in total assets, $4,695,520,000 in total liabilities, minority interest of $299,030,000 and convertible perpetual preferred stock of $387,403,000, resulting in a $2,096,809 shareholders' deficit. A full-text copy of the Company's quarterly report is available for free at http://ResearchArchives.com/t/s?14cc "While the results for the third quarter were somewhat mixed, due in large part to weaker volumes in the acute care hospital sector, I am very pleased with our development efforts as we continued to implement our consolidation strategy in the inpatient rehabilitation sector. In the quarter, we announced the completion of a joint venture in Tucson, Arizona, broke ground on a brand new inpatient rehabilitation hospital in Fredericksburg, Virginia, and announced the construction of a new 50-bed inpatient rehabilitation hospital in the Phoenix market. Coupled with our recently announced acquisition of Wichita Valley Rehabilitation Hospital, these accomplishments are tangible evidence that our consolidation strategy is beginning to take shape," said HealthSouth President and Chief Executive Officer, Jay Grinney. "I also am encouraged by the strong compliant case growth in our inpatient division and the continued turnaround in our surgery division. Our outpatient and diagnostic divisions' performance declined from 2005, but we expect improved performance from these divisions in 2007. As we continue to consider the disposition of our surgery, outpatient, and diagnostic divisions, we are pleased with the level of interest we have seen in the possible acquisition of these divisions, which reinforces the value of their assets and management teams." Mr. Grinney added. "The Company's pre-tax loss from continuing operations of $68.3 million is principally explained by two items," said John Workman, HealthSouth Executive Vice President and Chief Financial Officer. "These two items are our provision for government, class action, and related settlement expenses of $28.4 million and a $28.7 million loss on our interest rate swap. Our provision for government, class action, and related settlements primarily includes charges, a portion of which will not require a cash outflow, related to ongoing settlement discussions with our subsidiary partnerships related to the restatement of their historical financial statements." Segment Highlights Inpatient Division Net operating revenues in the inpatient division decreased by 4.6%, or $20.2 million, quarter over quarter due to declining volumes as a result of the continued implementation of the 75% Rule and negative Medicare pricing pressure. New pricing goes into effect Oct. 1, 2006 and will have some favorable impact to the division. However, the strategic focus on growing compliant cases continues to yield strong results. Compliant case growth was 4.9% in the third quarter. Operating earnings margin declined from 24.1% in the third quarter of 2005 to 20.5% in the third quarter of 2006. This decline is the result of lower volumes, the negative effect of Medicare reimbursement changes, and the higher costs of salaries and benefits (including inflationary increases needed to retain qualified personnel) and supplies related to treating more acute patients without a corresponding price increase. The third quarter included consulting expenses and an increase in the provision for doubtful accounts related to the installation of an upgraded patient accounting system that will be installed in all facilities by the end of November 2006. These items totaled approximately $6 million. Surgery Centers Division Net operating revenues in the surgery centers division decreased by 2.0%, or $3.6 million, quarter over quarter, which is an improvement over the division's first quarter and second quarter of 2006 performance when this division experienced a 6.7% and 3.4% quarter over quarter decline, respectively, in net operating revenues. The decrease in the third quarter of 2006 was primarily the result of four surgery centers that became equity method investments rather than consolidated entities after the third quarter of 2005 and the closure of seven facilities that did not qualify as discontinued operations. Operating earnings margin increased to 12% in the third quarter from 10.1% in the same quarter a year ago, which continues the margin expansion reported in the second quarter of 2006. The division's focus on improving volumes, resyndication efforts, and cost control strategies were the drivers of this improvement. Outpatient Division The outpatient division experienced a decline in net operating revenues of $9.6 million in the third quarter of 2006 compared to the same quarter of 2005 as a result of continued competition, closures of underperforming facilities, and the annual per- beneficiary limitations on Medicare outpatient therapy services (effective January 1, 2006). The division has reduced its exposure to physician-owned physical therapy sites through its initiatives to diversify its referral sources and expects its exposure to this competitive threat to lessen beginning in 2007. Operating earnings margin declined to 5.9% from 9.5% in the same quarter a year ago, as the division's efforts to reduce expenses were not able to offset the lost revenue. Diagnostic Division The diagnostic division, which is not considered part of the Company's core business, experienced a decline in net operating revenues of $1.0 million, or 1.8%, during the third quarter of 2006 as compared to the third quarter of 2005 due to competitive pressures and the closure of underperforming facilities that did not qualify as discontinued operations. The division has a negative operating margin of (20.0%) in the third quarter of 2006 compared to break even results in the third quarter of 2005. The decline is primarily related to added expenses from the installation of a new billing and collection system (including a $5.8 million increase in the division's provision for doubtful accounts) and reduced profitability as a result of a negative case mix change in scanning activity. Corporate and Other The operating loss of the Company's corporate and other segment increased $14.0 million from the same quarter a year ago. The third quarter of 2005 included a $37.9 million recovery related to Meadowbrook. The third quarter of 2006 includes a $35.0 million recovery from its former chief executive officer, Richard M. Scrushy, in addition to a $10.0 million reduction of a reserve for legal fees due Mr. Scrushy. The third quarter 2006 benefits were offset by a provision for settlement expenses of $28.4 million and additional stock-based compensation charges due to the adoption of Financial Accounting Standards Board Statement No. 123(R) on January 1, 2006. About HealthSouth Headquartered in Birmingham, Alabama, HealthSouth Corporation (OTC Pink Sheets: HLSH) -- http://www.healthsouth.com/-- provides outpatient surgery, diagnostic imaging and rehabilitative healthcare services, operating facilities nationwide. HIGHLAND HEIGHTS: S&P Rates Proposed $315 Mil. Senior Note at B+ ---------------------------------------------------------------- Standard & Poor's Rating Services raised its corporate credit rating on Highland Heights, Kentucky-based General Cable Corp. to 'BB-' from 'B+'. At the same time, the rating agency raised the secured bank loan rating to 'BB+' from 'BB', and the senior unsecured debt rating to 'B+' from 'B'. Standard & Poor's also assigned a 'B+' to the proposed $315 million senior convertible note, due 2013, which would be used to pay down the existing balance on the company's secured bank loan, to pay the net cost of a convertible note hedge and a warrant, and for general corporate purposes. The outlook is stable. "The upgrade reflects the continued improvement in financial leverage, which reached 3.6x as of September 2006, pro forma for the proposed debt, compared with 3.9x in the prior year," said Standard & Poor's credit analyst Stephanie Crane. The company continues to benefit from increased profitability, which is being driven by strong demand from the energy and power market, higher prices, as well as operating efficiencies. The transaction provides increased liquidity to invest in growing its business, as well as the opportunity for future debt refinancing. The ratings on General Cable Corp. reflect moderately high leverage and a cyclical operating profile, driven by fluctuating market demand and volatility in raw material pricing that can affect working capital requirements and cash flow. These factors are somewhat offset by the company's leading position in a global market for wire and cables, especially in the energy transmission and distribution market, as well as recent increases in profitability, in part because of volume growth and raw material pricing increases passed on to end customers, as well as effective cost cutting and efficiency efforts. General Cable is a leading global supplier in the fragmented $100 billion wire and cable market, supplying power utilities for the electrical grid, industrial and specialty markets, and the telecom market, including land-line telephone and computer data networks. HOME FRAGRANCE: Section 341(a) Meeting Scheduled on November 21 --------------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of Home Fragrance Holdings Inc.'s creditors at 11:00 a.m., on Nov. 21, 2006, in Suite 3401, 515 Rusk Avenue in Houston, Texas. This is the first meeting of creditors required under Section 341(a) in the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Houston, Texas, Home Fragrance Holdings Inc. -- http://www.hfh.cc/-- designs, manufactures and sells candles. The Company filed for chapter 11 protection on Oct. 23, 2006 (Bankr. S.D. Tex. Case No. 06-35661). Thomas H. Grace, Esq. at Locke Liddell & Sapp LLP, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets and debts between $1 million and $100 million. IMC INVESTMENT: Court Extends Exclusivity Period to November 14 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas extended, on an expedited basis, until Nov. 14, 2006, the period within which IMC Investment Properties Inc. has exclusive right to file a chapter 11 plan of reorganization. Judge Harlin DeWayne Hale stresses that if a final hearing does not occur before Nov. 14, 2006, the exclusivity will expire. The Court demands that no further extensions of exclusivity will be approved, unless on or before a final hearing on the Debtor's request, these conditions have been met: a) the Debtor's 2005 federal tax return has been filed and a copy delivered to the Office of the U.S. Trustee; b) the Debtor must pay all outstanding and due U.S. Trustee fees pursuant to Section 1928 of the Bankruptcy Code; c) the Debtor must file all monthly operating reports that are due to the U.S. Trustee; and d) the Debtor must comply with all requirements of the Court's final order authorizing use of cash collateral and providing adequate protection dated Aug. 11, 2006, and specifically with Paragraphs 5 and 6 of that Order. Headquartered Dallas, Texas, IMC Investment Properties, Inc., filed for chapter 11 protection on July 3, 2006 (Bankr. N.D. Tex. Case No. 06-32754). Edwin Paul Keiffer, Esq., at Hance Scarborough Wright Ginsberg and Brusilow, LLP, represents the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtor's chapter 11 case. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. IMC INVESTMENT: Gets Court Nod to Continue Using Cash Collateral ---------------------------------------------------------------- The Hon. Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorized IMC Investment Properties, Inc. to continue using of cash collateral securing repayment of its debt to its prepetition secured creditors, Plains Capital Bank and Compass Bank. The Debtor can now access to cash collateral to fund the necessary operating expenses of their office building located at 6221 Riverside Drive, in Irving, Texas. The Debtor has pledged the office building as collateral to secure four obligations. These security interests have been granted to Plains Capital Bank and Compass Bank. In addition, the secured creditors have entered into an intercreditor agreement that may affect the priority of the liens granted to them. The secured creditors' security interests include: A) Compass First Lien On Sept. 17, 2003, the Debtor executed a promissory first-lien note payable to Texas Bank for $7,500,000, which was later assigned to Compass Bank. The approximate principal balance due and owing on the first lien note is $6,989,000. Aside from the promissory note, the Debtor executed a deed of trust, security agreement, and assignment of rents and leases on Sept. 17, 2003. B) Compass Second Lien The Debtor executed a second deed of trust, security agreement and assignment of rents and leases in favor of Texas Bank. The Debtor believes that the debt the instrument secures remains unfounded, and therefore, the second lien note does not secure any indebtedness. C) Plains Third Lien On Sept. 17, 2003, the Debtor executed a revolving line of credit promissory note payable to Plains Capital for $2,000,000. To secure the third lien note, the Debtor also executed the deed of trust security agreement and assignment of rents, leases, incomes and agreement on Sept. 17, 2003. The approximate principal balance due and owing on the third lien note is $1,788,181. D) Plains Fourth Lien The Debtor also executed a promissory fourth lien note payable to Plains Capital for $2,200,000. The approximate principal balance due and owing on the fourth lien note is $2,006,329. Pursuant to the secured creditors' intercreditor agreement, Compass Bank subordinated its lien interests to the fourth lien note as it relates to the payment of rent under a lease executed between the Debtor and American Esoteric Laboratories, Inc. The proceeds of the fourth lien note were used to provide tenant improvements requested by American Esoteric. A full-text copy of the Debtor's cash collateral budget is available for free at http://researcharchives.com/t/s?14c7 Headquartered Dallas, Texas, IMC Investment Properties, Inc., filed for chapter 11 protection on July 3, 2006 (Bankr. N.D. Tex. Case No. 06-32754). Edwin Paul Keiffer, Esq., at Hance Scarborough Wright Ginsberg and Brusilow, LLP, represents the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtor's chapter 11 case. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. INDUSTRIAL MACHINERY: Case Summary & 94 Unsecured Creditors ----------------------------------------------------------- Debtor: Industrial Machinery Services, LLC dba International Machinery Services aka International Machinery Movers 289 Blue Sky Parkway Lexington, KY 40509 Tel: (859) 255-1957 Bankruptcy Case No.: 06-51496 Type of Business: The Debtor provides rigging and machinery moving services, crate shipping, packaging, machinery installation services, and equipment rental. Chapter 11 Petition Date: November 9, 2006 Court: Eastern District of Kentucky (Lexington) Debtor's Counsel: John O. Morgan, Jr., Esq. 333 West Vine Street, Suite 310 Lexington, KY 40507 Tel: (859) 253-6500 Fax: (859) 253-6508 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 94 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Utah Construction Personnel $307,299 774 South 500 West Salt Lake City, UT 84101 Lampson International LLC $266,937 P.O. Box 6510 Kennewick, WA 99336-0502 Central Industrial Construction Inc. $132,010 P.O. Box 398 Lehi, UT 84043 American International Inc. $120,244 4080 Lonyo Detroit, MI 48210 Americon Inc. $83,646 589 West 9400 South Sandy, UT 84070 Avalanche Construction $74,082 United Rentals $70,269 K&L Truck Parts and Service, Inc. $56,182 Bigge Equipment Co. $50,314 Interstate Equipment Sales and Rentals $48,436 JB Thomas and Company, Inc. $46,725 Acordia of KY-Louisville $45,940 McQueen Crane Service $34,750 Chase $28,116 Hertz Equipment Rental $24,853 Mike Sapp Electric, Inc. $23,813 Hampton Inn and Suites-Orem UT $23,632 Ahern Rentals $23,530 Nations Rent $22,550 KC Pallet $16,511 Humphries Welding Supply $15,150 Industrial Supply $12,900 Lexington Insurance Agency, Inc. $12,602 LandStar Ligon, Inc. $12,250 Airgas Intermountain Inc. $11,181 Meldrum Scale Company Inc. $10,784 A-Core, Inc. $9,870 Ryder Transportation Services $9,189 Speedway Superamerica, LLC $8,812 Maxim Crane Works $7,748 Equipment Sales and Rentals, LLC $7,621 Fastenal $6,905 Art's Electric, Inc. $6,491 Evans Grader & Paving, Inc. $6,273 Louisiana Transportation Inc. $5,423 B&B Mechanical $5,401 Mercer Transportation Co. $4,071 F&M Mafco, Inc. $3,647 Rhinehart Oil $3,383 Kentucky Associated General Contractors $2,949 Custom Sling Company, LLC $2,862 GE Capital Modular Space $2,409 Kentucky Specialized Haulers $2,350 Grainger $1,932 Hayes Lemmerz Int. Inc. $1,660 Mister Dumpster $1,570 Home Depot Credit Services $1,560 Grant Mackay Company $1,529 Cardinal Contracting, LLC $1,484 Central Supply Company $1,403 Maysville Rental & Supply $1,234 RSC Equipment Rental $1,210 Snelling $1,038 Comfort Suites South $916 Ramada Inn $867 Comfort Systems USA $844 Sun Electric, Inc. $735 Rentco Rentals, LLC $639 Apollo Oil, LLC $624 Verizon Wireless $583 S&S Tire $577 Internal Revenue Service $561 The John Company $524 Taylor's Fire $523 Hotsy Equipment Co. $467 C.C. Olsen & Sons Crane Service $460 Harbor Steel & Supply Corporation $405 Barger's Inc. $397 Carl's Commercial Gases, Inc. $393 Fikeco, Inc. $380 Staples Credit Plan $367 Overhead Door Co. of $341 Lexington Inc. Jiffy Fastening Systems, Inc. $321 Airgas South $301 Overnite Transportation Co. $289 Nextel Communications, Inc. $228 Interstate Battery System of Lexington $200 Sherwin Williams $183 Brenda Lee Jones $150 Standard Supply Company $147 Aqua One $146 Nash Lift Truck Supply Co. LLC $141 Scott-Gros Co. Inc. $132 Haney's Hardware $129 Comfort Inn $113 City Electric Motor Co. of Lexington $107 Kentucky Insurance Agency, Inc. $101 B&K Telecommunication $75 Office Depot $73 Lipps Construction Co. $48 Kotz, Sangster, Wysocki and Berg, P.C. $47 GPC-LOU COJ $37 Portman Equipment Company $21 Clarklift of KY $9 Advance Commercial Charge $8 INFE-HUMAN RESOURCES: Incurs $262,427 Net Loss in Third Quarter --------------------------------------------------------------- INFe-Human Resources Inc. reported a $262,427 net loss on $4.4 million of net revenues for the three months ended Aug. 31, 2006, compared to a $63,227 net loss on zero revenues from the same period in 2005. At Aug. 31, 2006, the Company's balance sheet showed $3,243,599 million in total assets and $3,267,245 million in total liabilities, resulting in a $23,646 stockholders' deficit. The Company's Aug. 31 balance sheet also showed strained liquidity with $1.2 million in total current assets available to pay $2.9 million in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?14bd Material Weakness Bagell, Josephs, Levine and Company, LLC, the Company's accounting firm, identified that material weaknesses existed in its internal controls as of Aug. 31, 2006. The firm cited the Company's insufficient personnel in the accounting and financial reporting function due to the size of the company, which prevents the ability to employ sufficient resources to have adequate segregation of duties within the internal control system as a material weakness. It affects management's ability to effectively review and analyze elements of the financial statement closing process and prepare consolidated financial statements. In addition, a material weakness exists in controls over closing procedures due to a number of adjustments made at the end of the year period. There were deficiencies in the analysis and reconciliation of general ledger accounts, which were indicative of a material weakness on controls over closing procedures, including the: (a) recognition of expenses in appropriate periods, and (b) the accounting and re-porting of capital transactions. The firm further identified a material weakness exists as of Aug. 31, 2006, with regard to our design and maintenance of adequate controls over the preparation, review, presentation and disclosure of amounts included in our Consolidated Balance Sheet and Statement of Cash Flows, which resulted in misstatements. The proceeds of secured convertible notes and related financing costs were not appropriately classified as liabilities and other assets on the Consolidated Balance Sheet and the related financing cash inflows and outflows on the Statement of Cash Flows. Furthermore, net realizable gains from the sale of securities were not appropriately reported as operating cash flows in our Consolidated Statement of Cash Flows. Headquartered in New York City, INFe-Human Resources Inc. provides human resource administrative management, executive compensation plans, and staffing services to client companies. It operates in three divisions: The Corporate Financial Consulting division, The Merchant Banking division, and The Staffing Division. Going Concern Doubt Bagell, Josephs & Company, L.L.C., expressed substantial doubt about INFe Human Resources, Inc.'s ability to continue as a going concern after it audited the Company's financial statements for the fiscal years ended Nov. 30, 2005 and 2004. The auditing firm pointed to the Company's operating losses and deficits and its inability to generate revenues in 2004. INTEGRATED HEALTH: Court Extends Objection Deadline to January 2 ---------------------------------------------------------------- The Honorable Mary F. Walrath of the U.S. Bankruptcy Court District of Delaware approved IHS Liquidating LLC's request to further extend to Jan. 2, 2007, its deadline to object to proofs of claim without prejudice to IHS Liquidating's right to seek additional extensions. IHS Liquidating believes it is appropriate to extend the current deadline to avoid a circumstance where objectionable claims are inadvertently allowed. Integrated Health Services, Inc. -- http://www.ihs-inc.com/-- operated local and regional networks that provide post-acute care from 1,500 locations in 47 states. The Company and its 437 debtor-affiliates filed for chapter 11 protection on February 2, 2000 (Bankr. Del. Case No. 00-00389). Rotech Medical Corporation and its direct and indirect debtor-subsidiaries broke away from IHS and emerged under their own plan of reorganization on March 26, 2002. Abe Briarwood Corp. bought substantially all of IHS' assets in 2003. The Court confirmed IHS' Chapter 11 Plan on May 12, 2003, and that plan took effect September 9, 2003. Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D. Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP, represent the IHS Debtors. On September 30, 1999, the Debtors listed $3,595,614,000 in consolidated assets and $4,123,876,000 in consolidated debts. (Integrated Health Bankruptcy News, Issue No. 110; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) INTEGRATED HEALTH: Gets Court Nod to Make $30 Million Distribution ------------------------------------------------------------------ The Honorable Mary F. Walrath of the U.S. Bankruptcy Court District of Delaware authorized IHS Liquidating LLC to make a $30,000,000 interim distribution to holders of allowed claims in Classes 4 and 6. The Court directs IHS Liquidating to set aside $10,000,000 as adequate temporary aggregate reserve to satisfy any claims asserted by the Internal Revenue Service, Abe Briarwood Corp., and IHS Liquidating's former officers -- C. Taylor Pickett and Daniel J. Booth. Judge Walrath directs IHS Liquidating to maintain the Reserve in one or more of its bank accounts until the Court rules otherwise. The Reserve will constitute a maximum limitation on the aggregate allowed amounts of claims of Briarwood, the formers officers, and the IRS. As reported in the Troubled Company Reporter on Oct. 5, 2006, Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, related that since the IHS Debtors' Plan of Reorganization became effective in September 2003, one of IHS Liquidating LLC's primary objectives has been to address and eliminate all obstacles to distribute to holders of Allowed Senior Lender Claims and Allowed General Unsecured Claims, which are designated as Classes 4 and 6 under the Plan. Mr. Brady stated that the final pro rata distributions to Classes 4 and 6 cannot be accomplished until IHS Liquidating has satisfied all allowed higher priority claims for which it is responsible. However, IHS Liquidating may make an interim distribution to those Classes once it establishes sufficient reserves to satisfy all higher priority claims that have not been resolved. He noted that if the fixing or liquidation of particular disputed claims would unduly delay those distributions, the Plan provides that IHS Liquidating will seek estimation or establishment of appropriate reserves in respect of those claims. Mr. Brady told the Court that after three years of extensive efforts, IHS Liquidating has positioned itself to make an interim distribution, but can only do so if the Court estimates or sets reserves for these Disputed Claims: -- a potential $13,000,000 priority tax claim asserted by the Internal Revenue Service; -- a contingent administrative expense claim of up to $40,000,000 by Messrs. Pickett and Booth; and -- an administrative expense claim of nearly $40,000,000 by Abe Briarwood Corp. Mr. Brady asserted that approval of the request is reasonable and fair, given IHS Liquidating's overall financial position and the strong likelihood that the Briarwood and the Former Officers Claims will ultimately be disallowed and the IRS Claim will be settled at $325,000. Integrated Health Services, Inc. -- http://www.ihs-inc.com/-- operated local and regional networks that provide post-acute care from 1,500 locations in 47 states. The Company and its 437 debtor-affiliates filed for chapter 11 protection on February 2, 2000 (Bankr. Del. Case No. 00-00389). Rotech Medical Corporation and its direct and indirect debtor-subsidiaries broke away from IHS and emerged under their own plan of reorganization on March 26, 2002. Abe Briarwood Corp. bought substantially all of IHS' assets in 2003. The Court confirmed IHS' Chapter 11 Plan on May 12, 2003, and that plan took effect September 9, 2003. Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D. Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP, represent the IHS Debtors. On September 30, 1999, the Debtors listed $3,595,614,000 in consolidated assets and $4,123,876,000 in consolidated debts. (Integrated Health Bankruptcy News, Issue No. 110; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) INTERSTATE BAKERIES: Wants O'Melveny as Special Labor Counsel ------------------------------------------------------------- Interstate Bakeries Corporation and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Missouri to employ O'Melveny & Myers LLP as their special labor counsel. The Debtors currently employ approximately 25,000 people, majority of whom is covered by one of approximately 420 union contracts. Ronald B. Hutchison, Interstate Bakeries Corporation's chief financial officer, relates that the Debtors have devoted significant time in examining labor issues and have engaged in extensive negotiation with labor representatives. Mr. Hutchison contends that employing an outside counsel to provide a fresh look at the Debtors' labor relationships will greatly assist the Debtors as they consider their options for emergence from Chapter 11. As labor counsel, O'Melveny will: (a) provide general labor advice and services; (b) advise the Debtors regarding the treatment of labor agreements under the Bankruptcy Code and the National Labor Relations Act; and (c) provide other necessary advice and services as the Debtors may require in connection with their cases. The Debtors will pay O'Melveny its customary hourly rates. The attorneys that are expected to be principally responsible for certain matters in the Debtors' Chapter 11 cases are: Professional Hourly Rates ------------ ------------ Jeffrey Kohn, Esq. $795 Tom Jerman, Esq. $725 Rachel Janger, Esq. $495 Jessica Kastin, Esq. $495 Anh LyJordan, Esq. $370 Deepa Ambek, Esq. $310 Tom Jerman, Esq., a partner at O'Melveny & Myers, LLP, in New York, assures the Court that the firm does not represent any interest adverse to the Debtors and their estates, and is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh baked bread and sweet goods, under various national brand names, including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R), Merita(R) and Drake's(R). The Company employs approximately 32,000 in 54 bakeries, more than 1,000 distribution centers and 1,200 thrift stores throughout the U.S. The Company and seven of its debtor-affiliates filed for chapter 11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior subordinated convertible notes due Aug. 15, 2014, on Aug. 12, 2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) INTERSTATE BAKERIES: Wants to Reject Four Real Property Leases -------------------------------------------------------------- Interstate Bakeries Corporation and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Missouri to reject four real property leases: Rejection Landlord Location Date -------- -------- --------- Black Brothers Rental Harrisonburg, Virginia 11/09/2006 Drive by Investments North Liberty, Iowa 10/19/2006 Sushma & Satya Pal Jandial Artesia, California 10/19/2006 Heritage Investments N. Las Vegas, Nevada 10/19/2006 The Debtors seek that any of their personal property, including without limitation, furniture, fixture, and equipment, remaining in each of the Premises after the effective rejection date will be deemed abandoned. The Landlord will be entitled to remove or dispose of the property at its sole discretion. By rejecting each Real Property Lease, the Debtors will avoid incurring unnecessary administrative charges for rent and other charges and repair and restoration of each of the Premises that provide no tangible benefit to the Debtors' estates and will play no part in the Debtors' future operations, Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in Chicago, Illinois, contends. Jandials Respond Sushma and Satya Pal Jandial relate that they assumed a lease agreement dated October 1968 between American National Properties and Interstate Brands Corporation for a non-residential real property located in Artesia, California. The Lease expired on March 31, 2006. According to the Jandials, in March 2006, the Debtors offered to continue the Artesia Lease Agreement on a month-to-month basis commencing on April 1, 2006, with either party having the right to terminate the Lease with 30 days' prior written notice. The Jandials add that in July 2006, the Debtors offered to extend the Lease for six months commencing on Aug. 1, 2006, and terminating on Jan. 31, 2007, then automatically extending on month-to-month basis. The Jandials inform the Court that since the rejection date of the Lease Agreement, the Debtors have not occupied the building but have not returned the keys to them. Gangs have taken over the building, according to the Jandials. The Jandials assert that the Debtors have an obligation under the Month-to-Month Lease to provide notice of any actions in connection with the Lease. Thus, the Debtors are responsible for the rental payments in lieu of the 30-day notice because of their negligence, the Jandials maintain. Furthermore, the Jandials note that the Debtors have failed to make any repairs in the premises in contravention of the rental contract. The Debtors are liable for the repairs needed in the leased premises, the Jandials say. Accordingly, the Jandials ask the Court to direct the Debtors to: (a) immediately hand over possession of the lease premises; (b) pay for rent and other expenses; and (c) pay for the damages in the building. Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh baked bread and sweet goods, under various national brand names, including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R), Merita(R) and Drake's(R). The Company employs approximately 32,000 in 54 bakeries, more than 1,000 distribution centers and 1,200 thrift stores throughout the U.S. The Company and seven of its debtor-affiliates filed for chapter 11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior subordinated convertible notes due Aug. 15, 2014, on Aug. 12, 2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) INVESTOOLS INC: Sept. 30 Balance Sheet Upside-Down by $63.5 Mil. ---------------------------------------------------------------- INVESTools Inc. has disclosed financial results for the quarter and nine months ended Sept. 30, 2006. Year-over-year third quarter highlights include: -- Sales Transaction Volume increased from $38.5 million to $56.6 million, or 47%. -- GAAP Revenue decreased from $37.0 million to $35.6 million, or 4%. -- Adjusted EBITDA increased from $6.8 million to $12 million or 77%. -- Net loss of $9.9 million, compared to $4 million of net income last year. -- Cash, cash equivalents and marketable securities increased to $69.5 million, net of $1.3 million paid for thinkorswim-related transaction costs. -- Alumni base increased to 264,000. -- Active subscribers to the Company's websites increased to 85,300. At Sept. 30, 2006, the Company's balance sheet showed $120,257,000 in total assets and $183,769 in total liabilities, resulting in a stockholders' deficit of $63,512,000. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?14ca "The third quarter resulted in sales transaction volume of $56.6 million, a year-over-year increase of 47%, driven by the enrollment of over 4,400 INVESTools' branded students and 35% upsell rates for advanced education sales in our workshops, both quarterly records. Seasonally lower event schedules and student enrollments with our co-marketing partners were consistent with our third quarter expectations," said Lee K. Barba, Chairman and CEO of INVESTools. "Continued success with our new coaching model is converting our students to subscription-based education services at improved margins." "We are pleased with the progress we have made toward a successful closing of the merger with thinkorswim in early 2007. With approximately six weeks since the announcement of the merger on September 19th, we have experienced a higher degree of student acceptance of the thinkorswim brokerage platform than anticipated which is increasing our confidence in the long-term recurring revenue streams and increased lifetime value of our 264,000 graduates." In October 2006 we signed an agreement with NASDAQ(R) to distribute customized investor education content developed by INVESTools on the NASDAQ.com Web site, a leading exchange site serving more than 26 million monthly page views to over 1.8 million unique visitors per month. About INVESTools INVESTools Inc., -- http://www.investools.com/-- offers a range of investor education products and services that provide lifelong learning in a variety of interactive delivery formats, including instructor-led online courses, in-person workshops, "at home" study programs, one-on-one and group online coaching sessions and telephone, live-chat and email support. INVISTA B.V.: Moody's Assigns Loss-Given-Default Rating ------------------------------------------------------- In connection with Moody's Investors Service's implementation of its new Probability-of-Default and Loss-Given-Default rating methodology for the U.S. Chemicals and Allied Products sectors, the rating agency confirmed its Ba2 Corporate Family Rating for INVISTA B.V. Additionally, Moody's revised its probability-of-default ratings and assigned loss-given-default ratings on these loans and bond debt obligations: Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- $400 Million Guaranteed Senior Secured Revolving Credit Facility due 4/2010 Ba2 Ba1 LGD2 29% $303 Million Guaranteed Senior Secured Credit Facility Tranche A-1, A-2 Term Loan due 2010 Ba2 Ba1 LGD2 29% $930 Million Guaranteed Senior Secured Credit Facility Tranche B-1, B-2 Term Loan due 2011 Ba2 Ba1 LGD2 29% $675 Million 9.25% Senior Notes due 2012 Ba3 Ba3 LGD5 79% Moody's explains that current long-term credit ratings are opinions about expected credit loss, which incorporate both the likelihood of default and the expected loss in the event of default. The LGD rating methodology will disaggregate these two key assessments in long-term ratings. The LGD rating methodology will also enhance the consistency in Moody's notching practices across industries and will improve the transparency and accuracy of Moody's ratings as Moody's research has shown that credit losses on bank loans have tended to be lower than those for similarly rated bonds. Probability-of-default ratings are assigned only to issuers, not specific debt instruments, and use the standard Moody's alpha- numeric scale. They express Moody's opinion of the likelihood that any entity within a corporate family will default on any of its debt obligations. Loss-given-default assessments are assigned to individual rated debt issues -- loans, bonds, and preferred stock. Moody's opinion of expected loss are expressed as a percent of principal and accrued interest at the resolution of the default, with assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to LGD6 (loss anticipated to be 90% to 100%). Headquartered in the Netherlands, INVISTA B.V. produces chemical intermediates, polymers and fibers for use in the manufacture of nylon, spandex, and polyester products. The company's revenues were $9.6 billion in 2005. ISP CHEMCO: Moody's Assigns Loss-Given-Default Rating ----------------------------------------------------- In connection with Moody's Investors Service's implementation of its new Probability-of-Default and Loss-Given-Default rating methodology for the U.S. Chemicals and Allied Products sectors, the rating agency confirmed its Ba3 Corporate Family Rating for ISP Chemco Inc. Additionally, Moody's revised its probability-of-default ratings and assigned loss-given-default ratings on these loans and bond debt obligations: Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- $250 Million Guaranteed Senior Secured Revolving Credit Facility due 2012 Ba3 Ba3 LGD3 49% $950 Million Senior Secured Credit Facility Term Loan due 2013 Ba3 Ba3 LGD3 49% Moody's explains that current long-term credit ratings are opinions about expected credit loss, which incorporate both the likelihood of default and the expected loss in the event of default. The LGD rating methodology will disaggregate these two key assessments in long-term ratings. The LGD rating methodology will also enhance the consistency in Moody's notching practices across industries and will improve the transparency and accuracy of Moody's ratings as Moody's research has shown that credit losses on bank loans have tended to be lower than those for similarly rated bonds. Probability-of-default ratings are assigned only to issuers, not specific debt instruments, and use the standard Moody's alpha- numeric scale. They express Moody's opinion of the likelihood that any entity within a corporate family will default on any of its debt obligations. Loss-given-default assessments are assigned to individual rated debt issues -- loans, bonds, and preferred stock. Moody's opinion of expected loss are expressed as a percent of principal and accrued interest at the resolution of the default, with assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to LGD6 (loss anticipated to be 90% to 100%). Headquartered in Wayne, New Jersey, ISP Chemco Inc. manufactures primarily specialty chemicals, industrial chemicals, and mineral products. The Company is a wholly owned subsidiary of International Specialty Holdings Inc. JAMES RIVER: Posts $8.4 Million Net Loss in Third Quarter 2006 -------------------------------------------------------------- James River Coal Company reported a net loss of $8.4 million for the third quarter of 2006 and a net loss of $10.4 million for the nine months ended September 30, 2006. This compares to a net loss of $2.2 million for the third quarter of 2005 and a net loss of $2.9 million for the nine months ended September 30, 2005. At Sept. 30, 2006, the Company's balance sheet showed $472,712,000 in total assets, $371,415,000 in total liabilities, and $101,297,000 in shareholders' equity. The Company's Sept. 30, 2006, balance sheet also showed a working capital deficit with $75,227,000 in total current assets and $83,425,000 in total current liabilities. A full-text copy of the Company's Form 10-Q for the quarter-ended Sept. 30, 2006, is available for free at: http://ResearchArchives.com/t/s?14c5 Covenant Waiver The Company disclosed that it was not in compliance with the fixed charge coverage ratio and the leverage ratio that would have been required by the Senior Secured Credit Facility as of Sept. 30, 2006. The Company says however that it has obtained a waiver of the covenant requirements for the quarter ending Sept. 30, 2006. The Company is currently involved in active discussions with it's lenders regarding amendments to the Senior Secured Credit Facility to adjust the loan covenants and to increase the amount of availability under our revolver on a more permanent basis. The Company will review all available financing options in light of improved operating cash flows, after capital expenditures, and the sale of Bell County. The Company expects to complete all financing discussions in December 2006 following the completion of the 2007 budget. James River Coal Company -- http://www.jamesrivercoal.com/-- (NASDAQ: JRCC) mines, processes and sells bituminous steam and industrial-grade coal primarily to electric utility companies and industrial customers. The Company's mining operations are managed through six operating subsidiaries located throughout eastern Kentucky and in southern Indiana. JOHN MANEELY: Moody's Rates Proposed $1.2 Billion Loan at B3 ------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to John Maneely Company's proposed $450 million secured revolver and a B3 rating to its proposed $1,275 million secured term loan. Drawings of approximately $261 million under the revolver together with the term loan and equity roll-overs aggregating about $760 million support the financing for DBO Holdings Inc $1.2 billion acquisition of Atlas Tube Inc., other contemplated acquisitions, the refinancing of existing debt and the payment of fees and expenses. DBO Holdings Inc is the holding company for JMC and the Canadian operations. Upon completion of the acquisition, DBO Holdings Inc will be 55% owned by the Carlyle Group and 45% by existing Atlas shareholders. The outlook for the new ratings would be positive. The B1 corporate family rating remains under review for possible downgrade, as do the ratings on the existing bank facilities. Should the acquisition and related financing close on the terms indicated, Moody's anticipates that the corporate family rating will be downgraded to B2 and the existing ratings will be withdrawn. The positive outlook for the proposed financings incorporates Moody's view that conditions for the non-residential construction market will continue solid for the next 12 to 15 months. In addition, Moody's expects that JMC's management will be able to execute their plan to strengthen the purchasing power of the combined entities, further improving the cost profile and enhancing the ability to sustain better earnings levels in a downturn than exhibited in the past. Moody's also anticipates that management will take advantage of the current favorable market conditions to deploy excess cash flow to debt reduction. The Ba2 rating for the senior secured revolver reflects the superior value of its structure and security package in the liability waterfall according to Moody's loss given default methodology. The revolver is secured by a first lien position in inventory and receivables and borrowings are tied to the lesser of a borrowing base calculation and the aggregate size ($450million) of the facility. The revolver has a second security interest in the non-current assets that secure the term loan. The B3 rating on the term loan, which has a first lien position on machinery & equipment, property and intangible assets, and a second lien on the revolver security, reflects the position of this facility in the liability waterfall and Moody's view that the value of the noncurrent assets is insufficient to cover the level of the term loan and that meaningful excess current assets would not be available to cover the deficiency. Ratings Assigned: * John Maneely Company -- $450 Million secured revolver at Ba2, LGD2, 10% -- $1.275 Billion secured term loan at B3, LGD4, 65% Ratings under review for possible downgrade: * John Maneely Company -- Corporate Family Rating at B1 -- $200 Million Secured Revolver at Ba1 -- $290 Million Secured Term Loan at B2 Headquartered in Collingswood, New Jersey, JMC had net revenues of $713 million in its fiscal year ended Sept. 30, 2005. Pro forma JMC/Atlas LTM revenues to Sept. 30, 2006 are $2.1 billion. JOSEPH VALENCIK: Case Summary & 11 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Joseph Elmer Valencik, Jr. 2810 Thorne Creek Houston, TX 77073 Bankruptcy Case No.: 06-36298 Type of Business: Joe Valencik, Inc., the Debtor's business, filed for chapter 11 protection on November 6, 2006 (Bankr. S.D. Tex. Case No. 06-36174). Chapter 11 Petition Date: November 9, 2006 Court: Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Richard L. Fuqua, II, Esq. Fuqua & Keim 2777 Allen Parkway, Suite 480 Houston, TX 77019 Tel: (713) 960-0277 Fax: (713) 960-1064 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Regions Commercial Loans Guaranty $586,111 Department 2521 P.O. Box 2153 Birmingham, AL 35287-2521 Crown Technology II, LLC Guaranty $180,131 P.O. Box 7337 Columbus, GA 31908-7337 Trantex Transportation Products Guaranty $108,818 Of Texas, Inc. 3310-D Frick Road Houston, TX 77086 American Express $73,511 600 Third Avenue New York, NY 10016-1901 Traffix Devices, Inc. Guaranty $71,285 220 Calle Pintoresco Sanclemente, CA 92672 McCauley Lumber $17,305 Chase Card Services $8,116 Chase Cardmember Services $7,680 Dillard's $3,939 Macy's $2,420 GE MoneyBank (Fingers Furniture) $900 KINETIC CONCEPTS: Earns $48.9 Mil. in Quarter Ended September 30 ---------------------------------------------------------------- Kinetic Concepts Inc. filed its third quarter financial statements for the three months ended Sept. 30, 2006, with the Securities and Exchange Commission on Nov. 3, 2006. For the three months ended Sept. 30, 2006, the Company earned $48.9 million of net income on $350.8 million of net revenues compared to a $1.1 million net loss on $312.3 million of net revenues from the same period in 2005. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?14bf Debt Service As of Sept. 30, 2006, the Company had approximately $159.5 million and $68.1 million in debt outstanding under its senior credit facility and its senior subordinated notes, respectively. Scheduled principal payments under the Company's senior credit facility for the years 2006, 2007 and 2008 are approximately $410,000, $1.6 million and $1.6 million, respectively. Its outstanding senior subordinated notes will mature in 2013 and have scheduled interest payments in May and November of each year. If it has excess cash, the Company may use it to reduce its outstanding debt obligations. Kinetic Concepts Inc. (NYSE: KCI) -- http://www.kci1.com/-- designs, manufactures, markets and provides a wide range of proprietary products that can improve clinical outcomes while helping to reduce the overall cost of patient care. * * * As reported in the Troubled Company Reporter on Aug. 21, 2006, Moody's Investors Services upgraded its corporate family rating on Kinetic Concepts, Inc.'s from Ba3 to Ba2. The Company's ratings on its guaranteed senior secured revolving credit facility, due 2009, and guaranteed senior secured term loan B, due 2010, were upgraded to Ba2 from Ba3. Moody's rating on the Company's guaranteed unsecured subordinated notes, due 2013, was upgraded to B1 from B2. KOOPER HOLDINGS: Moody's Assigns Loss-Given-Default Rating ---------------------------------------------------------- In connection with Moody's Investors Service's implementation of its new Probability-of-Default and Loss-Given-Default rating methodology for the U.S. Chemicals and Allied Products sectors, the rating agency confirmed its B1 Corporate Family Rating for Koppers Holdings Inc. Additionally, Moody's revised its probability-of-default ratings and assigned loss-given-default ratings on these loans and bond debt obligations: Issuer: Koppers Holdings Inc. Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- $203 Million 9.875% Senior Unsecured Discount Global Notes due 2014 Caa1 B3 LGD6 90% Issuer: Koppers Holdings Inc. (subsidiary) Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- $218.3 Million 9.875% Guaranteed Senior Secured Global Notes due 2013 B1 B2 LGD4 57% Moody's explains that current long-term credit ratings are opinions about expected credit loss, which incorporate both the likelihood of default and the expected loss in the event of default. The LGD rating methodology will disaggregate these two key assessments in long-term ratings. The LGD rating methodology will also enhance the consistency in Moody's notching practices across industries and will improve the transparency and accuracy of Moody's ratings as Moody's research has shown that credit losses on bank loans have tended to be lower than those for similarly rated bonds. Probability-of-default ratings are assigned only to issuers, not specific debt instruments, and use the standard Moody's alpha- numeric scale. They express Moody's opinion of the likelihood that any entity within a corporate family will default on any of its debt obligations. Loss-given-default assessments are assigned to individual rated debt issues -- loans, bonds, and preferred stock. Moody's opinion of expected loss are expressed as a percent of principal and accrued interest at the resolution of the default, with assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to LGD6 (loss anticipated to be 90% to 100%). Koppers Holdings Inc. -- http://www.koppers.com/-- with corporate headquarters and a research center in Pittsburgh, Pennsylvania, produces carbon compounds and treated wood products. Including its joint ventures, Koppers operates facilities in the United States, United Kingdom, Denmark, Australia, China, the Pacific Rim and South Africa. MACDERMID INCORPORATED: Moody's Assigns Loss-Given-Default Rating ----------------------------------------------------------------- In connection with Moody's Investors Service's implementation of its new Probability-of-Default and Loss-Given-Default rating methodology for the U.S. chemical and allied products sectors, the rating agency confirmed its Ba2 Corporate Family Rating for MacDermid, Incorporated, as well as revised the rating on the company's $301.5 Million 9.125% Graduated Senior Subordinate Notes due 2011 to Ba2 from Ba3. Those debentures were assigned an LGD4 rating suggesting that noteholders will experience a 57% loss in the event of a default. Moody's explains that current long-term credit ratings are opinions about expected credit loss, which incorporate both the likelihood of default and the expected loss in the event of default. The LGD rating methodology will disaggregate these two key assessments in long-term ratings. The LGD rating methodology will also enhance the consistency in Moody's notching practices across industries and will improve the transparency and accuracy of Moody's ratings as Moody's research has shown that credit losses on bank loans have tended to be lower than those for similarly rated bonds. Probability-of-default ratings are assigned only to issuers, not specific debt instruments, and use the standard Moody's alpha- numeric scale. They express Moody's opinion of the likelihood that any entity within a corporate family will default on any of its debt obligations. Loss-given-default assessments are assigned to individual rated debt issues -- loans, bonds, and preferred stock. Moody's opinion of expected loss are expressed as a percent of principal and accrued interest at the resolution of the default, with assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to LGD6 (loss anticipated to be 90% to 100%). Headquartered in Waterbury, Connecticut, MacDermid, Inc. is engaged in the manufacturing and marketing specialty chemicals for the metal and plastic finishing, electronics, graphic arts and offshore oil industries. MAIN STREET: Files Schedules of Assets and Liabilities ------------------------------------------------------ Main Street USA Inc. delivered its Schedules of Assets and Liabilities to the U.S. Bankruptcy Court for the Middle District of Florida disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $2,424,000 B. Personal Property $10,400,000 C. Property Claimed as Exempt D. Creditors Holding $1,600,000 Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding $8,731,136 Unsecured Nonpriority Claims ----------- ----------- Total $12,824,000 $10,331,136 Headquartered in Kissimmee, Florida, Main Street USA Inc. and its debtor-affiliates filed for chapter 11 protection on Sept. 29, 2006 (Bankr. M.D. Fl. Case No. 06-02582). On Oct. 13, 2006, Lewis B. Freeman was appointed as the Debtors' chapter 11 Trustee. Brian G. Rich, Esq., at Berger Singerman, P.A., represents the Trustee. When the Debtors filed for protection from their creditors, they estimated assets and debts between $10 million to $50 million. MARK DENNIS: Case Summary & Six Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Mark S. Dennis, M.D. 1243 Clearwater Drive Mandeville, LA 70471 Bankruptcy Case No.: 06-11232 Chapter 11 Petition Date: November 10, 2006 Court: Eastern District of Louisiana (New Orleans) Judge: Jerry A. Brown Debtor's Counsel: Phillip K. Wallace, Esq. Phillip K. Wallace, PLC 2027 Jefferson Street Mandeville, LA 70448 Tel: (985) 624-2824 Fax: (985) 624-2823 Total Assets: $926,624 Total Debts: $2,690,816 Debtor's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Kadlec Medical Center Lawsuit in $2,200,000 c/o Robert E. Kerrigan, Jr. U.S. District Court Deutsch, Kerrigan & Stiles, LLP E.D. Pa. 755 Magazine Street New Orleans, LA 70130 Capital One Family Home 1243 $66,000 P.O. Box 4539 Clearwater Drive Secured: Houston, TX 77210 Mandeville, LA 70471 $400,000 Senior Lien: $364,588 Acura RSX Sedan $8,774 Secured: $14,500 Senior Lien: $8,774 Steve Marx Attorney Fees for $8,000 Chehardy Sherman Law Firm Civil Suit Metairie, LA Capital One Credit One $6,125 Purchases MBNA America Credit Card $3,000 Purchases USAA Savings Bank Credit Card $1,000 Purchases MAYCO PLASTICS: Creditors' Panel Hires Clark Hill as Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, allows the Official Committee of Unsecured Creditors appointed in Mayco Plastics Inc. and Stonebridge Industries Inc.'s bankruptcy cases to retain Clark Hill PLC as its counsel. Clark Hill is expected to: a) advise and consult with the Committee and consult with the Debtors concerning: -- questions arising from the administration of the Debtors' bankruptcy estates; -- the rights and remedies of the Committee and its constituents vis-a-vis the assets of the Debtors' bankruptcy estate and the administration of their cases; -- the formulation of a plan or reorganization; and -- the claims and interest of secured and unsecured creditors, equity holders, and other parties in interest. b) analyze, appear for, prosecute, defend and represent the Committee's interest in contested matters and adversary proceedings arising in or related to the bankruptcy cases; c) represent the Committee and the unsecured creditors in the Debtors' bankruptcy estate with respect to the bankruptcy proceedings and assist the Committee as appropriate. The current hourly rates for Clark Hill's attorneys and legal assistants are: Designation Hourly Rate ----------- ----------- Members $230 to $495 Senior Attorneys $215 to $250 Associates $135 to $250 Legal Assistants $95 to $180 The hourly rates for Clark Hill's professionals anticipated to render substantial services for the Committee are: Professional Hourly Rate ------------ ----------- Robert D. Gordon, Esq. $365 Joel D. Applebaum, Esq. $365 Shannon L. Deeby, Esq. $200 Susanna C. Brennan, Esq. $185 Clark Hill assures the Court that it does not hold any interest adverse to the Debtors' estates. The firm can be reached at: Clark Hill PLC Attn: Robert D. Gordon, Esq. 500 Woodward Avenue, Suite 3500 Detroit, MI 48226-3435 Headquartered in Sterling Heights, Michigan, Mayco Plastics Inc. -- http://www.mayco-mi.com/-- is an automotive supplier of injection molded plastics. Stonebridge Industries Inc., the majority shareholder and parent of Mayco Plastics, is an investment firm that acquires companies and helps them grow their business in order to increase shareholder value. Mayco and Stonebridge filed for chapter 11 protection on Sept. 12, 2006 (Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743). Stephen M. Gross, Esq., and Jeffrey S. Grasl, Esq., at McDonald Hopkins Co. LPA represent the Debtors. AlixPartners LLC serves as the Debtors' financial advisor. When the Debtors filed for protection from their creditors, they estimated assets and debts between $50 million and $100 million. MAYCO PLASTICS: Selling Assets to NJT Enterprises for $5.5 Million ------------------------------------------------------------------ The Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan approved an asset purchase agreement between Mayco Plastics Inc., its debtor-affiliate Stonebridge Industries Inc., and NJT Enterprises, LLC. The Debtors will sell substantially all of their assets, free and clear of liens, to NJT Enterprises for $5.5 million. NJT Enterprises will also separately pay for the Debtors' useable and merchantable inventory that is not older than 30 days, along with service parts that it chooses to purchase. NJT Enterprises will pay the Debtors these prices for the inventory: Inventory Payment Terms --------- ------------- * Raw Materials 100% of Debtor's cost, exclusive of hostage payments; * Work-In-Process 100% of the prorated purchase order price to the applicable Participating Customer if same were completed; * Finished Component Parts 100% of the existing selling price to the Participating Customers. Effective on the closing date of the sale, NJT Enterprises also agrees to assume certain liabilities related to the Debtors' executory obligations under contracts and leases that NJT Enterprises will assume pursuant to the sale. A copy of the Debtors and NJT Enterprises asset purchase agreement is available for a fee at: http://researcharchives.com/t/s?14da Headquartered in Sterling Heights, Michigan Mayco Plastics Inc. -- http://www.mayco-mi.com/-- is an automotive supplier of injection molded plastics. Stonebridge Industries Inc., the majority shareholder and parent of Mayco Plastics, is an investment firm that acquires companies and helps them grow their business in order to increase shareholder value. Mayco and Stonebridge filed for chapter 11 protection on Sept. 12, 2006 (Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743). Stephen M. Gross, Esq., and Jeffrey S. Grasl, Esq., at McDonald Hopkins Co. LPA represent the Debtors. AlixPartners LLC serves as the Debtors' financial advisor. When the Debtors filed for protection from their creditors, they estimated assets and debts between $50 million and $100 million. MERIDIAN AUTOMOTIVE: Sells Michigan Properties for $900,000 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approves the sale of Meridian Automotive Systems Inc. and its debtor- affiliates' Michigan Properties to K. Marshall for $900,000 free and clear of all liens, claims, interests, or encumbrances. Any liens on the Properties will transfer and attach to the Sale proceeds with the same validity and priority as the liens had prior to the Sale. The Properties consist of two parcels of real estate that collectively cover 3.3 acres of land. Each Property contains an industrial building that the Debtors used as a manufacturing facility until December 2004, Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, relates. The Properties are currently zoned for heavy manufacturing and assembly use. According to Mr. Kosmowski, the Debtors have attempted to sell the Properties before and have had several offers ranging from $800,000 to $1,200,000. None of the offers, however, were foreclosed. The Debtors do not anticipate utilizing the Properties in the future. In addition, there have been no objections to the proposed Sale, Mr. Kosmowski informs the Court. Headquartered in Dearborn, Mich., Meridian Automotive Systems, Inc. -- http://www.meridianautosystems.com/-- supplies technologically advanced front and rear end modules, lighting, exterior composites, console modules, instrument panels and other interior systems to automobile and truck manufacturers. Meridian operates 22 plants in the United States, Canada and Mexico, supplying Original Equipment Manufacturers and major Tier One parts suppliers. The Company and its debtor-affiliates filed for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos. 05-11168 through 05-11176). James F. Conlan, Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP, represent the Debtors in their restructuring efforts. Eric E. Sagerman, Esq., at Winston & Strawn LLP represents the Official Committee of Unsecured Creditors. The Committee also hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A., to prosecute an adversary proceeding against Meridian's First Lien Lenders and Second Lien Lenders to invalidate their liens. When the Debtors filed for protection from their creditors, they listed $530 million in total assets and approximately $815 million in total liabilities. (Meridian Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). METHANEX CORPORATION: Moody's Assigns Loss-Given-Default Rating --------------------------------------------------------------- In connection with Moody's Investors Service's implementation of its new Probability-of-Default and Loss-Given-Default rating methodology for the U.S. chemical and allied products sectors, the rating agency confirmed its Ba1 Corporate Family Rating for Methanex Corporation. Additionally, Moody's affirmed its probability-of-default ratings and assigned loss-given-default ratings on these loans and bond debt obligations: Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- $200 Million 8.75% Senior Unsecured Notes Due 2012 Ba1 LGD4 56% $150 Million 6% Senior Unsecured Notes Due 2015 Ba1 Ba1 LGD4 56% Moody's explains that current long-term credit ratings are opinions about expected credit loss, which incorporate both the likelihood of default and the expected loss in the event of default. The LGD rating methodology will disaggregate these two key assessments in long-term ratings. The LGD rating methodology will also enhance the consistency in Moody's notching practices across industries and will improve the transparency and accuracy of Moody's ratings as Moody's research has shown that credit losses on bank loans have tended to be lower than those for similarly rated bonds. Probability-of-default ratings are assigned only to issuers, not specific debt instruments, and use the standard Moody's alpha- numeric scale. They express Moody's opinion of the likelihood that any entity within a corporate family will default on any of its debt obligations. Loss-given-default assessments are assigned to individual rated debt issues -- loans, bonds, and preferred stock. Moody's opinion of expected loss are expressed as a percent of principal and accrued interest at the resolution of the default, with assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to LGD6 (loss anticipated to be 90% to 100%). Headquartered in Vancouver, Canada, Methanex Corporation -- http://www.methanex.com/-- is a global producer of methanol. MILLENNIUM CHEMICALS: Moody's Assigns Loss-Given-Default Rating --------------------------------------------------------------- In connection with Moody's Investors Service's implementation of its new Probability-of-Default and Loss-Given-Default rating methodology for the U.S. chemical and allied products sectors, the rating agency confirmed its Ba3 Corporate Family Rating for Millennium Chemicals Inc. Additionally, Moody's revised or affirmed its probability-of- default ratings and assigned loss-given-default ratings on these loans and bond debt obligations as well as that of its subsidiary Millennium America Inc.: Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- $150 Million 4.0% Graduated Convertible Debentures Due Nov. 2023 B1 B1 LGD4 66% $125 Million Graduated Senior Secured Revolving Credit Facility Due Aug. 2010 Ba2 Baa3 LGD2 12% $25 Million Graduated Senior Secured Revolving Credit Subordinate Facility (Australia) Due Aug. 2010 Ba2 Baa3 LGD2 12% $100 Million Graduated Senior Secured Term Loan (Australia) Due Aug 2010 Ba2 Baa3 LGD2 12% $9 Million 7.0% Graduated Senior Unsecured Notes Due Nov. 2006 B1 B1 LGD4 66% $98 Million 9.25% Graduated Global Unsecured Notes Due June 2008 B1 B1 LGD4 66% $275 Million 9.25% Graduated Global Unsecured Notes Due June 2008 B1 B1 LGD4 66% $249 Million 7.625% Graduated Senior Unsecured Debentures Due Nov. 2026 B1 B1 LGD4 66% Moody's explains that current long-term credit ratings are opinions about expected credit loss, which incorporate both the likelihood of default and the expected loss in the event of default. The LGD rating methodology will disaggregate these two key assessments in long-term ratings. The LGD rating methodology will also enhance the consistency in Moody's notching practices across industries and will improve the transparency and accuracy of Moody's ratings as Moody's research has shown that credit losses on bank loans have tended to be lower than those for similarly rated bonds. Probability-of-default ratings are assigned only to issuers, not specific debt instruments, and use the standard Moody's alpha- numeric scale. They express Moody's opinion of the likelihood that any entity within a corporate family will default on any of its debt obligations. Loss-given-default assessments are assigned to individual rated debt issues -- loans, bonds, and preferred stock. Moody's opinion of expected loss are expressed as a percent of principal and accrued interest at the resolution of the default, with assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to LGD6 (loss anticipated to be 90% to 100%). Headquartered in Greenville, Delaware, Millennium Chemicals Inc. is engaged in the production of inorganic chemicals and ethylene; its co-products and derivatives. MILLS CORPORATION: Gazit-Globe Wants Annual Meeting Held -------------------------------------------------------- Gazit-Globe Ltd. has filed a lawsuit against The Mills Corporation, seeking to compel Mills Corp. to hold its annual meeting. "Actions speak louder than words and the lack of action clearly indicates a board of directors which has embraced inertia," wrote Katzman, in a letter to Mark Ordan, Mills' CEO. Gazit-Globe recently increased its ownership of common stock in The Mills Corporation to in excess of 9% and expressed a desire to recapitalize the struggling company. The lawsuit was filed in Delaware where The Mills Corporation is incorporated. "It is now clear to us that Mills' current Board of Directors and management team are not willing to engage us in a productive conversation," continued Katzman. "While we cannot force the board to give our proposal the consideration it deserves, we can and will require the board to sit in judgment before the stockholders, the constituency that ultimately pays the price for, or shares the rewards of, the Board's decisions." Chaim Katzman, Gazit-Globe's chairman, said it had been well over a month since Gazit originally contacted Mills to express its desire to aid in the search for strategic alternatives. "After weeks of procrastination, vague promises and lack of any productive outcome, we have been left with no choice but to take our concerns directly to the stockholders who will now have the chance to give their opinions regarding the board's performance," concluded Katzman. Headquartered in Chevy Chase, Maryland, The Mills Corporation (NYSE:MLS) -- http://www.themills.com/-- develops, owns, manages retail destinations including regional shopping malls, market dominant retail and entertainment centers, and international retail and leisure destinations. The Company owns 42 properties in the U.S., Canada and Europe, totaling 51 million square feet. In addition, The Mills has various projects in development, redevelopment or under construction around the world. * * * As reported in the Troubled Company Reporter on March 24, 2006, The Mills Corporation disclosed that the Securities and Exchange Commission has commenced a formal investigation. The SEC initiated an informal inquiry in January after the Company reported the restatement of its prior period financials. Mills is restating its financial results from 2000 through 2004 and its unaudited quarterly results for 2005 to correct accounting errors related primarily to certain investments by a wholly owned taxable REIT subsidiary, Mills Enterprises, Inc., and changes in the accrual of the compensation expense related to its Long-Term Incentive Plan. As reported in the Troubled Company Reporter on April 17, 2006, The Mills Limited Partnership entered into an Amendment No. 3 and Waiver to its Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of Dec. 17, 2004, among Mills Limited, JPMorgan Chase Bank, N.A., as lender and administrative agent, and the other lenders. The agreement provides a conditional waiver through Dec. 31, 2006, of events of default under the facility that are associated, among other things, with: the pending restatement of the financial statements of Mills Corporation and Mills Limited, and the delay in the filing of the 2005 Form 10-K of Mills Corp. and Mills Limited. MORGAN STANLEY: Fitch Puts Low-B Ratings on 6 Certificate Classes ----------------------------------------------------------------- Morgan Stanley Capital I Trust 2006-HQ10, commercial mortgage pass-through certificates are rated by Fitch Ratings: -- $41,800,000 class A-1 'AAA'; -- $90,658,000 class A-1A 'AAA'; -- $88,100,000 class A-2 'AAA'; -- $62,900,000 class A-3 'AAA'; -- $610,249,000 class A-4 'AAA'; -- $150,000,000 class A-4FL 'AAA'; -- $149,101,000 class A-MFL 'AAA'; -- $119,281,000 class A-J 'AAA'; -- $1,491,010,944 class X-1 'AAA'; -- $1,458,366,000 class X-2 'AAA '; -- $31,684,000 class B 'AA'; -- $16,774,000 class C 'AA-'; -- $22,365,000 class D 'A'; -- $16,774,000 class E 'A-'; -- $18,638,000 class F 'BBB+'; -- $18,637,000 class G 'BBB'; -- $13,047,000 class H 'BBB-'; -- $5,591,000 class J 'BB+'; -- $3,727,000 class K 'BB'; -- $3,728,000 class L 'BB-'; -- $3,728,000 class M 'B+'; -- $1,863,000 class N 'B'; -- $5,592,000 class O 'B-'; -- $16,773,944 class P 'NR'. Class P was not rated by Fitch. Classes A-1, A-1A, A-2, A-3, A-4, A-4FL, A-MFL, A-J, B, C and D are offered publicly, while classes X-1, X-2, E, F, G, H, J, K, L, M, N, O and P are privately placed pursuant to rule 144A of the Securities Act of 1933. The certificates represent beneficial ownership interest in the trust, primary assets of which are 124 fixed rate loans having an aggregate principal balance of approximately $1,491,010,945, as of the cutoff date. MOTORSPORT AFTERMARKET: S&P Rates $220 Million Senior Loan at B --------------------------------------------------------------- Standard & Poor's Ratings Services it assigned its 'B' corporate credit rating and stable outlook to Motorsport Aftermarket Group Inc. At the same time, the rating agency assigned a bank loan rating of 'B', the same as the corporate credit rating, and recovery rating of '2' to MAG's $220 million senior secured credit facilities, indicating an expectation of substantial (80%-100%) recovery of principal in the event of a payment default. Irvine, California- based MAG had pro forma total debt of $270 million as of Sept. 30, 2006. "The rating reflects MAG's high debt leverage and risks relating to its substantial dependence on sales of aftermarket parts and accessories for Harley-Davidson motorcycles, and its acquisition strategy," said Standard & Poor's credit analyst Hal Diamond. "These factors are only partially offset by the company's market positions, good profitability, and favorable near-term operating outlook." The stable outlook incorporates the expectation that MAG will maintain its market positions, profitability, and sufficient covenant cushion. MUSICLAND HOLDING: Can Assume & Assign Leases to Record Town ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York authorized Musicland Holding Corp. and its debtor-affiliates to assume and assign certain leases to Record Town, Inc., or Record Town USA, LLC, as modified, supplemented or amended by certain agreements between certain Landlords and Record Town. A 25-page list of the Leases to be assumed and assigned to Record Town is available for free at http://researcharchives.com/t/s?14c2 The Debtors or Trans World Entertainment Corporation will cure any and all monetary defaults under the Leases by paying the undisputed portion of any Cure Amount at or about the time of assumption and assignment of the Leases, with funds sufficient to pay the Excess Cure Amounts to be segregated pending resolution and payment of those claims. Judge Stuart M. Bernstein directs the Debtors to report to the Court regarding the status of disputed Cure Amounts at a hearing set for Nov. 14, 2006. Headquartered in New York, New York, Musicland Holding Corp., is a specialty retailer of music, movies and entertainment-related products. The Debtor and 14 of its affiliates filed for chapter 11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-10064). James H.M. Sprayregen, Esq., at Kirkland & Ellis, represents the Debtors in their restructuring efforts. Mark T. Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated more than $100 million in assets and debts. (Musicland Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) MUSICLAND HOLDING: Court Denies Transport Logistics Settlement -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York declines to approve Musicland Holding Corp. and its debtor- affiliates' settlement with Transport Logistics Inc. The Debtors previously have entered into a stipulation with Transport Logistics to settle Transport Logistics' rejection damages claim. Under the settlement, Transport Logistics will pay the Debtors $550,000, and retain $50,000 in full satisfaction of its administrative claim. Judge Bernstein relates that "[both parties] have not provided sufficient information to allow me to make an 'independent and informed judgment' that the settlement is reasonable." "The debtors have not identified any factual or legal issues, or shown that they have considered the possible risks and rewards of further litigation," Judge Bernstein says. The Court denies the Debtor's request, without prejudice pending the development of a more complete factual record. In addition, Judge Bernstein orders the Official Committee of Unsecured Creditors and the Informal Committee of Secured Trade Vendors to sign the stipulation if they support the Settlement. Headquartered in New York, New York, Musicland Holding Corp., is a specialty retailer of music, movies and entertainment-related products. The Debtor and 14 of its affiliates filed for chapter 11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-10064). James H.M. Sprayregen, Esq., at Kirkland & Ellis, represents the Debtors in their restructuring efforts. Mark T. Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated more than $100 million in assets and debts. (Musicland Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) NATIONAL CENTURY: District Court Okays Pact Settling Govt.'s Claim ------------------------------------------------------------------ The U.S. Government filed Claim No. 747 for an unliquidated amount with respect to a qui tam action filed in the U.S. District Court for the Western District of Kentucky asserting violations by National Century Financial Enterprises Inc. and its debtor- affiliates of the False Claims Act, 31 U.S.C. Sections 3729-3733, in connection with their prepetition financing of Homecare and Hospital Management, Inc. In settlement of the dispute, and upon consent of: * the U.S. Government, * employees of Homecare and Hospital Management, Inc., 1-86 -- the Relators, * National Century Financial Enterprises, Inc., and * the Unencumbered Assets Trust, as successor to NCFE and certain of its debtor affiliates, District Judge John G. Heyburn of the Kentucky District Court enters a judgment, which incorporates the terms of a settlement agreement resolving Claim No. 747. Among other things, the Settlement Agreement provides that the Debtors and UAT agree that Claim No. 747 will be allowed for $1,350,000 in the Debtors' Chapter 11 cases. The Settlement Amount will be satisfied pursuant to these procedures: (a) Upon a finding by the U.S. Internal Revenue Service that amounts are due to the Debtors pursuant to their claim for the "IRS Tax Refund," the Debtors will authorize the IRS to pay the first $1,350,000 of the IRS Tax Refund to the Office of the U.S. Attorney for the Western District of Kentucky to satisfy the Settlement Amount via offset; and (b) As soon as feasible after receipt of the payments from the IRS, the U.S. Government will pay 15% of that amount to the Relators; and (c) To the extent that the IRS Tax Refund is denied entirely or is approved by the IRS in an amount less than $1,350,000, the parties agree that Claim No. 747 will be allowed for $1,350,000, less any amounts paid by the IRS to the U.S. Government as a result of the IRS Tax Refund, and will be entitled to treatment as a "Class C-6 General Unsecured Claim" under the terms of the Debtors' Fourth Amended Plan of Liquidation. The U.S. Government will release the Debtors and UAT from any civil or administrative monetary claim the Government has or may have for the Covered Conduct under among other things, the False Claims Act, or the common law theories of payment by mistake, unjust enrichment and fraud. No individuals are released by the Settlement Agreement. The satisfaction of the Settlement Amount will fully and completely settle the amounts owed by the Debtors and UAT with respect to Claim No. 747. The Debtors and UAT will have no responsibility for payment to the Relators. The Relators agree to, among other things, release the Debtors and UAT from any civil monetary claim the U.S. Government has or may have for the Covered Conduct under the False Claims Act. Any discharge that the Debtors may receive in their Chapter 11 cases will not discharge their obligations under the Settlement Agreement. The Relators also agree to release the Debtors and UAT from any liability arising from the filing of the Civil Action, including attorneys' fees. Moreover, the Settlement Agreement provides the definition of "unallowable costs," and the treatment of these costs. The Debtors agree to waive and not seek payment for any of the health care billings covered by the Agreement from any health care beneficiaries or their parents, sponsors, legally responsible individuals, or third party payors based on the claims defined as Covered Conduct. Each Party will bear its own legal and other costs incurred in connection with the matter, including the preparation and performance of the Agreement. "There being no further action required, this is a final judgment, and the case with regard to National Century Financial Enterprises, Inc., is hereby closed," Judge Heyburn says. A full-text copy of the Settlement Agreement is available for free at http://ResearchArchives.com/t/s?14d6 Headquartered in Dublin, Ohio, National Century Financial Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB Claims Trust, the Litigation Trust, the VI/XII Collateral Trust, and the Unencumbered Assets Trust, is in the midst of liquidating estate assets. The Company filed for Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court confirmed the Debtors' Fourth Amended Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at Jones Day, represents the Debtors. (National Century Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) NEW YORK RACING: Taps Weil Gotshal as Bankruptcy Counsel -------------------------------------------------------- The New York Racing Association Inc. asks the United States Bankruptcy Court for the Southern District of New York for authority to employ Weil, Gotshal & Manges LLP as attorneys in connection with the commencement and prosecution of its chapter 11 case. Specifically, Weil Gotshal will: a) take all necessary action to protect and preserve the estate of the Debtor, including the protection of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b) prepare on behalf of the Debtor, as debtor-in-possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; c) negotiate and prepare on behalf of the Debtor a plan of reorganization and all related documents; and d) perform all other necessary legal services in connection with the prosecution of the Debtor's chapter 11 case. For their services, Weil Gotshal's professionals bill: Professional Hourly Rate ------------ ----------- Members and Counsel $550 - $890 Associates $310 - $560 Paraprofessionals and staff $140 - $240 Brian S. Rosen, a member of Weil Gotshal, discloses that since Nov. 2, 2005, the firm has received advances totaling $1,252,274 on account of services performed and to be performed and expenses incurred and to be incurred in connection with services to be provided by the firm, including the current commencement and prosecution of the Debtor's chapter 11 case. As of Nov. 2, 2006, Mr. Rosen notes that the fees and expenses incurred by Weil Gotshal and debited against the amounts advanced to it by the Debtor approximated $1,052,274. The credit balance in the approximate amount of $200,000 will be applied to professional services and expenses incurred or to be incurred in connection with the Debtor's chapter 11 case, Mr. Rosen explained. Mr. Rosen assures the Court that Weil Gotshal does not hold any interest adverse to the estate and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, About New York Racing Based in Jamaica, New York, The New York Racing Association Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in Aqueduct, Belmont Park and Saratoga. The company filed a chapter 11 petition on November 2, 2006 (Bankr. S.D.N.Y. Case No. 06-12618) Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP represents the Debtor in its restructuring efforts. When the Debtor sought protection from its creditors, it listed more than $100 million of total assets and more than $100 million of total debts. PANAVISION INC: $35MM Delayed-Draw Loan Cues S&P to Hold Ratings ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its loan and recovery ratings on Panavision Inc.'s secured loan facilities, after the company's announcement that it will be adding a $25 million delayed-draw term loan to its first-lien tranche and a $10 million delayed-draw term loan to its second-lien tranche. Pro forma at June 30, 2006, for the funding of the transaction, the secured financing package will consist of a $249.5 million first-lien term loan due 2011, a $35 million first-lien revolving credit facility due 2011, and a $125 million second-lien term loan due 2012. The first-lien facilities are rated 'B', with a recovery rating of '1', indicating a high expectation for full recovery of principal in the event of a payment default. The second-lien facilities are rated 'CCC', with a recovery rating of '5', indicating the expectation for negligible (0%-25%) recovery of principal in the event of a payment default. At closing, the company will also have approximately $25 million in capital leases and other debt. All other existing ratings on Panavision, including the 'B-' corporate credit rating, were affirmed. The rating outlook is stable. The proceeds from the first-lien and second-lien delayed-draw add- on loans will be used to acquire camera, lighting, and studio space rental company AFM Group Ltd., serving the film, TV, and advertising production industries with operations in Europe, Australia, and South Africa. "The ratings reflect Panavision's high leverage, potential for tightening liquidity, and uncertain growth prospects," said Standard & Poor's credit analyst Tulip Lim. "These factors are minimally offset by the company's dominant position in the U.S. feature film and TV camera rental market and its geographically diverse operations." NEFF RENTAL: IPO Delay Cues Moody's to Change Outlook to Stable --------------------------------------------------------------- Moody's Investors Service changed the outlook of Neff Rental, LLC to stable from positive and affirmed these ratings: -- Corporate Family Rating at B3; -- second lien senior secured notes at Caa1, LGD4, 64%; and, -- Speculative Grade Liquidity Rating at SGL-3. The change in outlook reflects the delay in the company's execution of its proposed initial public offering, which Moody's believes will not occur within the near-term. Moody's had expected a significant reduction in outstanding debt from the IPO proceeds. "Although Neff's operating performance is stronger than expected due to healthy demand in the equipment rental sector, the resulting improvement in the company's credit metrics will likely be much less robust than that which would have resulted from the IPO," said Moody's analyst Peter Doyle. Neff's B3 Corporate Family Rating reflects important operational and financial challenges, which the company faces. These challenges include: (a) the ongoing cyclicality of the equipment rental sector; (b) the need to fund the expansion of its rental fleet; and, (c) high leverage incorporated within the company's capital structure. For LTM June 2006 Debt/EBITDA was reduced to 4.1x from 4.5x at FYE05 reflecting increased EBITDA partially offset by the normal seasonal build of the company's equipment purchases, the increased debt associated with its leveraged buyout in mid-2005, and an expansion of the fleet arising from the robust non-residential construction market. Key credit metrics for LTM June 2006 include EBITDA margins in the high-40%, EBIT/Interest Expense of 1.4x and Retained Cash Flow/Debt of about 15%. All results are adjusted per Moody's FM methodology. When compared with Neff's peer group, the leverage credit metrics and the company's competitive position support a B3 rating level. The stable outlook incorporates a number of key expectations including: (a) Neff will strengthen its debt protection measures as the company continues to benefit from the strong US construction market; (b) the company will not, during the intermediate term, make any significant acquisitions; and, (c) there will be no material distributions to shareholders. Also, Neff's asset based borrowing facility provides adequate liquidity to support growth and seasonal working capital needs. These positive market fundamentals should enable Neff to generate stronger utilization rates, operating margins, and cash generation. As a result, Neff's leverage credit metrics should show steady improvement during the next six to nine months solidly supporting the B3 rating level. The SGL-3 Rating reflects Moody's belief that the company will maintain an adequate liquidity profile over the next 12-month period. The SGL rating anticipates that availability under the company's $225 million first lien senior secured credit facility should be sufficient to fund the company's seasonal capital spending and other operational needs. Availability under the first lien senior secured credit facility was $25 million as of June 30, 2006, which represents seasonal high usage. During the balance of the year, as seasonal usage declines, availability should approach $75 million. The SGL rating is constrained, however, by the level of negative free cash flow during seasonal build of the company's equipment purchases and by the fact that substantially all of Neff's assets are encumbered to secure its bank borrowings. Neff, headquartered in Miami, Florida, is a regional equipment rental company in the Southeast and Mid-Atlantic regions. PHOTOCIRCUITS CORPORATION: Court Confirms Amended Chapter 11 Plan ----------------------------------------------------------------- The Hon. Stan Bernstein of the U.S. Bankruptcy Court for the Eastern District of New York confirmed Photocircuits Corporation, nka PC Liquidating Corp.'s, Amended Chapter 11 Plan of Reorganization. Judge Bernstein determined that the Amended Plan satisfies the 13 standards for Confirmation under Section 1129(a) of the Bankruptcy Code. Overview of the Amended Plan As reported in the Troubled Company Reporter on Oct. 19, 2006, the Debtor's Amended Plan incorporates settlements previously approved with the Debtor's senior and junior secured creditors and other insiders. The Debtor consummated a sale of substantially all of its operating business assets as a going concern for the benefit of its creditors with American Pacific Financial Corporation, which will require the transfer of title to the 45-A Property and 45-B Property. The sale closing was funded on March 31, 2006, and became effective on March 29, 2006. American Pacific's modified purchase offer consist of: a) cash of $35.5 million ($3.5 million of which will be applied to reimburse Stairway for the draw on the letter of credit); b) the assumption of $2.1 million of administrative obligations consisting primarily of outstanding checks and accounts payable to post-petition vendors; c) the assumption of $1.5 million of accrued but unpaid vacation pay to employees; and d) a series of non-interest bearing contingent promissory notes in favor of the estate in the aggregate amount of $5.5 million. The notes indicated in the Asset Purchase Agreement mature one each in years 2006, 2007, 2008, 2009, 2010, and 2011. The payment of the notes will be made from 50% of American Pacific's net operating income in excess of $1 million for the perspective note years. The Plan is subject to the Court's approval of two settlements reached with various parties. The first settlement is the Stairway/CMK Parties Settlement and the settlement with Messrs. Endee, Wohlgemuth and Robbins, the Debtor's shareholders. The Court approved these settlements on March 10, 2006. Following the settlement approval, the Debtor's debt structure before further reduction from objections to Claims is: a) Stairway (senior secured lender) -- approximately $23.3 million; b) CMK (junior secured creditor) -- $5.2 million; c) Other liens/cure costs -- $4.62 million; d) Administrative claims -- (Estimated) $5.4 million; and e) Unsecured creditors -- $50 million; The Amended Plan provides that the estates of Photocircuits, Alpha Forty-Five LLC and Beta Forty-Five LLC will be substantially consolidated. Plan Funding The Debtor tells the Court that the Plan will be funded from the proceeds from the sale of the assets after payment of the various classes of Allowed Secured Claims and all other assets recovered by the Litigation Trustee. The Restructuring Committee will nominate an individual to act as Distributing Agent to make the Distributions under the Plan. Headquartered in Glen Cove, New York, Photocircuits Corporation -- http://www.photocircuits.com/-- was the first independent printed circuit board fabricator in the world. Its worldwide reach comprises facilities in Peachtree City, Georgia; Monterrey, Mexico; Heredia, Costa Rica; and Batangas, Philippines. The Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr. E.D.N.Y. Case No. 05-89022). Gerard R. Luckman, Esq., at Silverman Perlstein & Acampora LLP, represents the Debtor in its restructuring efforts. Ted A. Berkowitz, Esq., and Louis A. Scarcella, Esq., at Farrell Fritz, P.C., represent the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it estimated more than $100 million in assets and debts. PINE LOG: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Pine Log Creek LLC P.O. Box 4847 Santa Rosa Beach, FL 32459 Bankruptcy Case No.: 06-50286 Chapter 11 Petition Date: November 9, 2006 Court: Northern District of Florida (Panama City) Debtor's Counsel: Louis L. Long, Jr., Esq. Chesser & Barr, P.A. 1201 Eglin Parkway Shalimar, FL 32579 Tel: (850) 651-9944 Fax: (850) 651-9867 Total Assets: $17,500,000 Total Debts: $9,650,000 The Debtor does not have any creditors who are not insiders. R&R OPERATING: Sells All Assets to Rosen Capital, Gets $15MM Loan ----------------------------------------------------------------- R&R Operating Partnership LP dba Cherrydale Farms Inc. has sold substantially all of its assets to Rosen Capital, a New Jersey- based investment group, and secured a $15 million senior credit facility for the fundraising division, which closed concurrent with the sale. As a result of the sale, Cherrydale's shareholders were able to monetize investments in the company and also retain a minority equity stake in the business. The company hired National City Investment Banking to advise on both sale alternatives as well as the placement of a senior debt facility for the fund-raising business to meet its working capital requirements. Primary advisors on the deal were Scott Victor, Robert Smith, Michael Goodman, Michael Gorman and Ryan Cole. Also advising on the deal were Mark G. Samson at Getzler Henrich as management and financial consultant and Daniel J. Barrison, Esq. at Sherman Silverstein Kohl Rose & Podolsky. Headquartered in Allentown, Pennsylvania, Cherrydale Farms, supplies product fundraising programs to schools and non-profit organizations. Items sold include Cherrydale's own brand of candies and chocolates, gift-wrap and licensed items. The company's commercial division manufactures chocolate and other edible items on either a contract basis or under its own brands. REFCO INC: RCMI's Section 341(a) Meeting Scheduled for November 27 ------------------------------------------------------------------ Diana G. Adams, Acting United States Trustee for Region 2, will convene a meeting of Refco Commodity Management, Inc. creditors on November 27, 2006, at 3:30 p.m., prevailing Eastern Time, at 80 Broad Street, 2nd Floor, in New York. This is the first meeting of creditors required under Sec. 341(a) of the Bankruptcy Code in RCMI's Chapter 11 case. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible officer of the Debtors under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Refco Inc. Based in New York, Refco Inc. -- http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London and Singapore. In addition to its futures brokerage activities, Refco is a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco is one of the largest global clearing firms for derivatives. The Company and 23 of its affiliates filed for chapter 11 protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents the Official Committee of Unsecured Creditors. Refco reported $16.5 billion in assets and $16.8 billion in debts to the Bankruptcy Court on the first day of its chapter 11 cases. Refco LLC, an affiliate, filed for chapter 7 protection on Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134). Refco, LLC, is a regulated commodity futures company that has businesses in the United States, London, Asia and Canada. Refco, LLC, filed for bankruptcy protection in order to consummate the sale of substantially all of its assets to Man Financial Inc., a wholly owned subsidiary of Man Group plc. Albert Togut, the chapter 7 trustee, is represented by Togut, Segal & Segal LLP. On April 13, 2006, the Court appointed Marc S. Kirschner as Refco Capital Markets Ltd.'s chapter 11 trustee. Mr. Kirschner is represented by Bingham McCutchen LLP. RCM is Refco's operating subsidiary based in Bermuda. Three more affiliates of Refco, Westminster-Refco Management LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case Nos. 06-11260 through 06-11262). Refco Commodity Management, Inc., formerly known as CIS Investments, Inc., a debtor-affiliate of Refco Inc., filed for chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No. 06-12436). (Refco Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). REFCO INC: Chap. 7 Trustee Wants More Time to Decide on Contracts ----------------------------------------------------------------- As of Oct. 31, 2006, Albert Togut, the Chapter 7 trustee overseeing the liquidation of the Refco, LLC estate, has identified and disposed of approximately 800 executory contracts. However, there are a handful of additional executory contracts still being evaluated and whose final disposition has not yet been determined. The few remaining executory contracts are with ongoing service suppliers who provide records storage and similar services to Refco LLC's estate. Accordingly, the Chapter 7 Trustee asks the U.S. Bankruptcy Court for the Southern District of New York to extend until Jan. 10, 2007, the time within which he may assume or reject the executory contracts so he may continue evaluating those which may be necessary for the estate's administration. The extension request will be without prejudice to: (i) the rights of any of the non-debtor counterparties to seek an earlier date on which the Chapter 7 Trustee must decide on a specific contract; and (ii) the Chapter 7 Trustee's right to seek further extension if necessary and appropriate. Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York, asserts that the extension will assist the Chapter 7 Trustee in fulfilling his fiduciary duty of maximizing the value of the Chapter 7 Debtor's estate for the creditors' benefit. About Refco Inc. Based in New York, Refco Inc. -- http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London and Singapore. In addition to its futures brokerage activities, Refco is a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco is one of the largest global clearing firms for derivatives. The Company and 23 of its affiliates filed for chapter 11 protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents the Official Committee of Unsecured Creditors. Refco reported $16.5 billion in assets and $16.8 billion in debts to the Bankruptcy Court on the first day of its chapter 11 cases. Refco LLC, an affiliate, filed for chapter 7 protection on Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134). Refco, LLC, is a regulated commodity futures company that has businesses in the United States, London, Asia and Canada. Refco, LLC, filed for bankruptcy protection in order to consummate the sale of substantially all of its assets to Man Financial Inc., a wholly owned subsidiary of Man Group plc. Albert Togut, the chapter 7 trustee, is represented by Togut, Segal & Segal LLP. On April 13, 2006, the Court appointed Marc S. Kirschner as Refco Capital Markets Ltd.'s chapter 11 trustee. Mr. Kirschner is represented by Bingham McCutchen LLP. RCM is Refco's operating subsidiary based in Bermuda. Three more affiliates of Refco, Westminster-Refco Management LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case Nos. 06-11260 through 06-11262). Refco Commodity Management, Inc., formerly known as CIS Investments, Inc., a debtor-affiliate of Refco Inc., filed for chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No. 06-12436). (Refco Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL ACCREDIT: Prepayments Cue S&P to Upgrade Ratings ------------------------------------------------------------ Standard & Poor's Ratings Services raised its ratings on 28 classes from 14 series issued by Residential Accredit Loans Inc. At the same time, ratings are affirmed on 1,032 classes from 91 series from the same issuer. The upgrades reflect favorable pool performance that has allowed current and projected credit support to increase to levels that support the higher ratings, primarily due to significant principal prepayments and the shifting interest structure of the transactions. On average, credit support for these classes is 2.24x the original credit support at the higher rating levels. The affirmations reflect actual and projected credit support percentages that are sufficient to maintain the current ratings. As of the Sept. 2006 remittance period, cumulative losses have been minimal for all of these transactions, ranging from 0% to 0.30% of the original principal balances, and the deals with higher losses do not show any negative performance trends. On average, total delinquencies for all deals are 3.27% of the current pool balances, while serious delinquencies are 0.98%. Overall, the performance of the RALI shelf remains stable or strong for most of the deals. Subordination is the predominant form of credit support protecting the certificates from losses. However, series 2003-QA1, 2004-QA1, 2004-QA-2, 2005-QA1, and 2006-QO2 receive additional credit support from overcollateralization and excess spread. The underlying collateral for these transactions consists primarily of Alt-A mortgage loans. The QS deals consist of fixed- rate, fully amortizing, level monthly payment conventional mortgage loans, while the QA deals consist of hybrid adjustable- rate mortgages with original terms to maturity of not more than 30 years. The certificates in the QR deals each represent a full ownership interest in REMIC trusts consisting of adjustable-rate loan groups. The QO deals consist of payment option mortgage loans with interest rates that adjust based on the MTA index, with original terms to maturity of up to 40 years. The RALI transactions are part of Residential Funding Mortgage Securities' Expanded Criteria Mortgage Program, which is designed for borrowers who generally would not qualify for other first mortgage purchase programs. Examples include mortgage loans secured by non-owner-occupied properties, mortgage loans made to borrowers whose incomes do not need to be verified, mortgage loans with higher loan-to-value ratios, and loans to borrowers whose debt-to-income ratios are higher than normal. Ratings Raised -------------- RALI Rating ------ Series Class To From ------ ----- -- ---- 2002-QS3 M-3 AA AA- 2002-QS7 B-1 A+ A 2002-QS7 B-2 B+ B 2002-QS9 M-3 AA AA- 2002-QS10 M-3 AA+ AA 2002-QS11 M-2 AA+ AA 2002-QS11 M-3 A- BBB+ 2002-QS12 M-2 AA+ AA 2002-QS12 M-3 A BBB+ 2002-QS14 M-3 A+ A 2002-QS15 M-2 AA+ AA 2002-QS15 M-3 A A- 2002-QS17 M-1 AAA AA+ 2002-QS17 M-2 AA A+ 2002-QS17 M-3 A- BBB 2002-QS17 B-1 BB+ BB 2002-QS19 M-1 AAA AA+ 2002-QS19 M-2 AA A+ 2002-QS19 M-3 A- BBB 2003-QS1 M-1 AA+ AA 2003-QS1 M-2 AA- A 2003-QS1 M-3 BBB+ BBB 2003-QS4 M-1 AA+ AA 2003-QS4 M-2 A+ A 2003-QS6 M-1 AA+ AA 2003-QS6 M-2 A+ A 2003-QS6 M-3 BBB+ BBB 2003-QS8 M-2 A+ A Ratings Affirmed ---------------- RALI Series Class Rating ------ ----- ------ 1999-QS4 A-1, A-P, A-V AAA 2001-QS16 A-2, A-P, A-V AAA 2001-QS17 A-11, A-P, A-V AAA 2002-QS3 A-4, A-5, A-12, A-P, A-V, M-1 AAA 2002-QS3 M-2 AAA 2002-QS4 A-1, A-3, A-4, A-P, A-V AAA 2002-QS6 A-3, A-4, A-5, A-7, A-9, A-11 AAA 2002-QS6 A-P, A-V AAA 2002-QS7 A-1, A-2, A-3, A-7, A-8, A-16 AAA 2002-QS7 A-P, A-V, M-1, M-2 AAA 2002-QS7 M-3 AA+ 2002-QS8 A-1, A-2, A-3, A-5, A-6, A-P AAA 2002-QS8 A-V AAA 2002-QS9 A-1, A-2, A-10, A-P, A-V, M-1 AAA 2002-QS9 M-2 AAA 2002-QS9 B-1 A- 2002-QS9 B-2 B 2002-QS10 A-5, A-4, A-P, A-V, M-1, M-2 AAA 2002-QS11 A-4, A-5, A-7, A-8, A-P, A-V AAA 2002-QS11 M-1 AAA 2002-QS12 A-2, A-3, A-4, A-5, A-6, A-8 AAA 2002-QS12 A-10, A-P, A-V, M-1 AAA 2002-QS14 A-6, A-7, A-8, A-9, A-10, A-11 AAA 2002-QS14 A-12, A-P, A-V, M-1 AAA 2002-QS14 M-2 AA+ 2002-QS15 CB, NB-1 AAA 2002-QS15 NB-3, A-P, A-V, M-1 AAA 2002-QS17 CB-1, CB-2, NB-1, NB-2, A-P, A-V AAA 2002-QS17 B-2 B 2002-QS19 A-1, A-2, A-3, A-4, A-5, A-6 AAA 2002-QS19 A-7, A-8, A-P, A-V AAA 2003-QA1 A-1, A-II AAA 2003-QA1 M-1 AA 2003-QA1 M-2 A 2003-QA1 M-3 BBB 2003-QR13 A-1, A-2, A-3, A-4, A-5 AAA 2003-QR19 CB-1, CB-2, CB-3, CB-4 AAA 2003-QR24 A-1, A-2, A-3, A-4, A-5, A-6 AAA 2003-QR24 A-7 AAA 2003-QS1 A-1, A-2, A-3, A-4, A-5, A-6 AAA 2003-QS1 A-8, A-9, A-10, A-13, A-14 AAA 2003-QS1 A-P, A-V AAA 2003-QS1 B-1 BB 2003-QS1 B-2 B 2003-QS2 A-1, A-2, A-3, A-4, A-5, A-6 AAA 2003-QS2 A-7, A-P, A-V AAA 2003-QS2 M-1 AA 2003-QS2 M-2 A 2003-QS2 M-3 BBB 2003-QS2 B-1 BB 2003-QS2 B-2 B 2003-QS3 A-1, A-2, A-3, A-4, A-5, A-7 AAA 2003-QS3 A-8, A-P, A-V AAA 2003-QS4 A-1, A-2, A-3, A-4, A-5, A-6 AAA 2003-QS4 A-P, A-V AAA 2003-QS4 M-3 BBB 2003-QS4 B-1 BB 2003-QS4 B-2 B 2003-QS5 A-1, A-2, A-3, A-4, A-5, A-6 AAA 2003-QS5 A-P, A-V AAA 2003-QS6 A-1, A-4, A-5, A-6, A-7, A-8 AAA 2003-QS6 A-13, A-14, A-15, A-P, A-V AAA 2003-QS6 B-1 BB 2003-QS6 B-2 B 2003-QS7 A-1, A-2, A-3, A-4, A-5, A-P AAA 2003-QS7 A-V AAA 2003-QS7 M-1 AA 2003-QS7 M-2 A 2003-QS7 M-3 BBB 2003-QS7 B-1 BB 2003-QS7 B-2 B 2003-QS8 A-1, A-2, A-3, A-4, A-5, A-6 AAA 2003-QS8 A-7, A-P, A-V AAA 2003-QS8 M-1 AA 2003-QS8 M-3 BBB 2003-QS8 B-1 BB 2003-QS8 B-2 B 2003-QS10 A-1, A-2, A-3, A-4, A-5, A-7 AAA 2003-QS10 A-8, A-9, A-10, A-11, A-12 AAA 2003-QS10 A-13, A-14, A-15, A-16, A-P AAA 2003-QS10 A-V AAA 2003-QS10 M-1 AA 2003-QS10 M-2 A 2003-QS10 M-3 BBB 2003-QS10 B-1 BB 2003-QS10 B-2 B 2003-QS11 A-1, A-2, A-4, A-5, A-6, A-8 AAA 2003-QS11 A-9, A-10, A-11, A-12, A-13 AAA 2003-QS11 A-14, A-P, A-V AAA 2003-QS11 M-1 AA 2003-QS11 M-2 A+ 2003-QS11 M-3 BBB 2003-QS11 B-1 BB 2003-QS11 B-2 B 2003-QS13 A-1, A-2, A-3, A-5, A-6, A-7 AAA 2003-QS13 A-8, A-9, A-10, A-P, A-V AAA 2003-QS13 M-1 AA 2003-QS13 M-2 A 2003-QS13 M-3 BBB 2003-QS13 B-1 BB 2003-QS13 B-2 B 2003-QS15 A-1, A-2, A-3, A-5, A-6, A-7 AAA 2003-QS15 A-P, A-V AAA 2003-QS15 M-1 AA 2003-QS15 M-2 A 2003-QS15 M-3 BBB 2003-QS15 B-1 BB 2003-QS15 B-2 B 2003-QS17 A-I-1, A-I-2, CB-1, CB-2, CB-3 AAA 2003-QS17 CB-4, CB-5, CB-6, CB-7, NB-1 AAA 2003-QS17 NB-2, NB-3, NB-4, A-P, A-V AAA 2003-QS17 M-1 AA 2003-QS17 M-2 A 2003-QS17 M-3 BBB 2003-QS17 B-1 BB 2003-QS17 B-2 B 2003-QS19 A-I, CB, NB-1, NB-2, NB-3, NB-4 AAA 2003-QS19 NB-5, NB-6, NB-7, A-P, A-V AAA 2003-QS19 M-1 AA 2003-QS19 M-2 A 2003-QS19 M-3 BBB 2003-QS19 B-1 BB 2003-QS19 B-2 B 2003-QS21 A-1, A-2, A-3, A-5, A-6, A-P AAA 2003-QS21 A-V AAA 2003-QS21 M-1 AA 2003-QS21 M-2 A 2003-QS21 M-3 BBB 2003-QS21 B-1 BB 2003-QS21 B-2 B 2003-QS22 A-1, A-2, A-3, A-4, A-5, A-6 AAA 2003-QS22 A-7, A-11, A-12, A-13, A-14 AAA 2003-QS22 A-P, A-V AAA 2003-QS22 M-1 AA 2003-QS22 M-2 A 2003-QS22 M-3 BBB 2003-QS22 B-1 BB 2003-QS22 B-2 B 2004-QA1 A-I, A-II AAA 2004-QA1 M-1 AA 2004-QA1 M-2 A 2004-QA1 M-3 BBB 2004-QA2 A-I, A-II AAA 2004-QA2 M-1 AA 2004-QA2 M-2 A 2004-QA2 M-3 BBB 2004-QA3 CB-I, CB-II, NB-I-1, NB-I-2 AAA 2004-QA3 NB-II-1, NB-II-2 AAA 2004-QA3 M-1 AA 2004-QA3 M-2 A 2004-QA3 M-3 BBB 2004-QA3 B-1 BB 2004-QA3 B-2 B 2004-QA4 CB-I, NB-I-1, NB-II-2 AAA 2004-QA4 NB-II-1, NB-II-3, NB-III AAA 2004-QA4 M-1 AA 2004-QA4 M-2 A 2004-QA4 M-3 BBB 2004-QA4 B-1 BB 2004-QA4 B-2 BB 2004-QA4 B-3 B 2004-QA5 A-I-IO, A-I, A-II, A-III-1 AAA 2004-QA5 A-III-2, A-III-IO-1, A-III-3 AAA 2004-QA5 A-III-IO-2 AAA 2004-QA5 M-1 AA 2004-QA5 M-2 A 2004-QA5 M-3 BBB 2004-QA5 B-1 BB 2004-QA5 B-2 B 2004-QA6 CB-I, NB-1, NB-II, CB-II AAA 2005-QA6 NB-III-1, NB-III-2 AAA 2004-QA6 NB-IV, NB-III-3 AAA 2004-QA6 M-1 AA 2004-QA6 M-2 A 2004-QA6 M-3 BBB 2004-QA6 B-1 BB 2004-QA6 B-2 B 2004-QR1 A-1, A-2, A-3, A-4, A-5, R-I AAA 2004-QR1 R-II AAA 2004-QS1 A-1, A-2, A-3, A-4, A-5, A-6, A-P AAA 2004-QS1 A-V AAA 2004-QS1 M-1 AA 2004-QS1 M-2 A 2004-QS1 M-3 BBB 2004-QS1 B-1 BB 2004-QS1 B-2 B 2004-QS2 A-I-1, A-I-2, A-I-3, A-I-4, A-I-5 AAA 2004-QS2 CB, A-P, A-V AAA 2004-QS2 M-1 AA 2004-QS2 M-2 A 2004-QS2 M-3 BBB 2004-QS2 B-1 BB 2004-QS2 B-2 B 2004-QS4 A-1, A-2, A-3, A-4, A-5, A-6, A-P AAA 2004-QS4 A-V, A-7 AAA 2004-QS4 M-1 AA 2004-QS4 M-2 A 2004-QS4 M-3 BBB 2004-QS4 B-1 BB 2004-QS4 B-2 B 2004-QS5 A-1, A-2, A-3, A-4, A-5, A-6, A-P AAA 2004-QS5 A-V, A-7, A-8 AAA 2004-QS5 M-1 AA 2004-QS5 M-2 A 2004-QS5 M-3 BBB 2004-QS5 B-1 BB 2004-QS5 B-2 B 2004-QS7 A-1, A-2, A-3, A-4, A-5, A-P AAA 2004-QS7 A-V AAA 2004-QS7 M-1 AA 2004-QS7 M-2 A 2004-QS7 M-3 BBB 2004-QS7 B-1 BB 2004-QS7 B-2 B 2004-QS8 A-1, A-2, A-3, A-4, A-5, A-6, A-P AAA 2004-QS8 A-V, A-7, A-9, A-10, A-11, A-12 AAA 2004-QS8 M-1 AA 2004-QS8 M-2 A 2004-QS8 M-3 BBB 2004-QS8 B-1 BB 2004-QS8 B-2 B 2004-QS10 A-1, A-2, A-3, A-4, A-5, A-6, A-P AAA 2004-QS10 A-V AAA 2004-QS10 M-1 AA 2004-QS10 M-2 A 2004-QS10 M-3 BBB 2004-QS10 B-1 BB 2004-QS10 B-2 B 2004-QS11 A-1, A-2, A-3, A-4, A-5, A-6, A-P AAA 2004-QS11 A-V, A-7 AAA 2004-QS11 M-1 AA 2004-QS11 M-2 A 2004-QS11 M-3 BBB 2004-QS11 B-1 BB 2004-QS11 B-2 B 2004-QS12 A-1, A-2, A-3, A-4, A-5, A-6, A-P AAA 2004-QS12 A-V AAA 2004-QS12 M-1 AA 2004-QS12 M-2 A 2004-QS12 M-3 BBB 2004-QS12 B-1 BB 2004-QS12 B-2 B 2004-QS14 A-1, A-P, A-V, R AAA 2004-QS14 M-1 AA 2004-QS14 M-2 A 2004-QS14 M-3 BBB 2004-QS14 B-1 BB 2004-QS14 B-2 B 2005-QA1 A-1, A-2 AAA 2005-QA1 M-1 AA+ 2005-QA1 M-2 A+ 2005-QA1 M-3 BBB+ 2005-QA2 A-1-I, A-1-II, CB-I, CB-II, NB-I AAA 2005-QA2 NB-II, A2-1, A2-II, R AAA 2005-QA2 M-1 AA 2005-QA2 M-2 A 2005-QA2 M-3 BBB 2005-QA2 B-1 BB 2005-QA2 B-2 B 2005-QA3 CB-I, NB-I, CB-II, NB-II, CB-III AAA 2005-QA3 NB-III, CB-IV, NB-IV, R AAA 2005-QA3 M-1 AA 2005-QA3 M-2 A 2005-QA3 M-3 BBB 2005-QA3 B-1 BB 2005-QA3 B-2 B 2005-QA4 A-I-1, A-I-2, A-II-1, A-II-2 AAA 2005-QA4 A-III-1, A-III-2, A-IV-1, A-IV-2 AAA 2005-QA4 A-V, R AAA 2005-QA4 M-1 AA 2005-QA4 M-2 A 2005-QA4 M-3 BBB 2005-QA4 B-1 BB 2005-QA4 B-2 B 2005-QA5 A-1, A-II, R AAA 2005-QA5 M-1 AA 2005-QA5 M-2 A 2005-QA5 M-3 BBB 2005-QA5 B-1 BB 2005-QA5 B-2 B 2005-QA6 CB-1, NB-I, CB-II, NB-II-1 AAA 2005-QA6 NB-II-2, NB-II-3, A-III-1 AAA 2005-QA6 A-III-2, R AAA 2005-QA6 M-1 AA 2005-QA6 M-2 A 2005-QA6 M-3 BBB 2005-QA6 B-1 BB 2005-QA6 B-2 B 2005-QA7 A-I, A-II-1, A-II-IO, A-II-2 AAA 2005-QA7 A-II-3, R-I, R-II, R-III AAA 2005-QA7 M-1 AA 2005-QA7 M-2 A 2005-QA7 M-3 BBB 2005-QA7 B-1 BB 2005-QA7 B-2 B 2005-QA8 CB-I-1, CB-I-2, NB-I, CB-II-1 AAA 2005-QA8 CB-II-2, NB-II, CB-III, NB-III AAA 2005-QA8 R AAA 2005-QA8 M-1 AA 2005-QA8 M-2 A 2005-QA8 M-3 BBB 2005-QA8 B-1 BB 2005-QA8 B-2 B 2005-QA9 CB-I-1, CB-I-2, NB-II-1, NB-II-2 AAA 2005-QA9 CB-III, NB-IV-1, NB-IV-2, R AAA 2005-QA9 M-1 AA 2005-QA9 M-2 A 2005-QA9 M-3 BBB 2005-QA9 B-1 BB 2005-QA9 B-2 B 2005-QA10 A-I-1, A-I-2, A-II-1, A-II-2 AAA 2005-QA10 A-III-1, A-III-2, A-IV-1, A-IV-2 AAA 2005-QA10 R AAA 2005-QA10 M-1 AA 2005-QA10 M-2 A 2005-QA10 M-3 BBB 2005-QA10 B-1 BB 2005-QA10 B-2 B 2005-QA11 I-A-1, I-A-IO, II-A-1, III-A-1 AAA 2005-QA11 IV-A-1, IV-A-2, V-A-1, VI-A-1 AAA 2005-QA11 R-1, R-2, R-3 AAA 2005-QA11 M-1 AA 2005-QA11 M-2 A 2005-QA11 M-3 BBB 2005-QA11 B-1 BB 2005-QA11 B-2 B 2005-QA13 I-A-1, I-A-2, II-A-1, III-A-1 AAA 2005-QA13 III-A-2, R AAA 2005-QA13 M-1 AA 2005-QA13 M-2 A 2005-QA13 M-3 BBB 2005-QA13 B-1 BB 2005-QA13 B-2 B 2005-QO1 A-1, A-2, A-3, A-4, X, R-I, R-II AAA 2005-QO1 P AAA 2005-QO1 M-1 AA+ 2005-QO1 M-2 AA 2005-QO1 M-3 AA- 2005-QO1 M-4 A+ 2005-QO1 M-5 A 2005-QO1 M-6 A- 2005-QO1 M-7 BBB+ 2005-QO1 M-8 BBB 2005-QO1 M-9 BBB- 2005-QO1 B-1 BB 2005-QO1 B-2 B 2005-QO2 A-1, A-2, A-3, X, R-I, R-II AAA 2005-QO2 M-1 AA+ 2005-QO2 M-2 A+ 2005-QO2 M-3 BBB 2005-QO2 B-1 BB 2005-QO2 B-2 B 2005-QO3 A-1, A-2, A-3, X, R-I, R-II AAA 2005-QO3 M-1 AA 2005-QO3 M-2 A 2005-QO3 M-3 BBB 2005-QO3 B-1 BB 2005-QO3 B-2 B 2005-QO4 I-A-1, I-A-2, II-A-1, II-A-2 AAA 2005-QO4 II-A-3, X-IO, X-PO, R-I, R-II AAA 2005-QO4 M-1 AA 2005-QO4 M-2 A+ 2005-QO4 M-3 BBB 2005-QO4 B-1 BB 2005-QO4 B-2 B 2005-QO5 A-1, A-2, A-3, X, R-I, R-II, P AAA 2005-QO5 M-1 AA+ 2005-QO5 M-2 AA 2005-QO5 M-3 AA- 2005-QO5 M-4 A+ 2005-QO5 M-5 A 2005-QO5 M-6 A- 2005-QO5 M-7 BBB+ 2005-QO5 M-8 BBB 2005-QO5 M-9 BBB- 2005-QO5 B-1 BB 2005-QO5 B-2 B 2005-QR1 A, R AAA 2005-QS1 A-1, A-P, A-V, A-2, A-3, A-4, A-5 AAA 2005-QS1 A-6, R-I, R-II AAA 2005-QS1 M-1 AA 2005-QS1 M-2 A 2005-QS1 M-3 BBB 2005-QS1 B-1 BB 2005-QS1 B-2 B 2005-QS2 A-1, A-P, A-V, A-2, A-3, A-4, R AAA 2005-QS2 M-1 AA 2005-QS2 M-2 A 2005-QS2 M-3 BBB 2005-QS2 B-1 BB 2005-QS2 B-2 B 2005-QS3 1-A2-1 AAA 2005-QS4 A-1, A-2, A-3, A-4, A-5, A-6, A-P AAA 2005-QS4 A-V, R AAA 2005-QS5 A-1, A-2, A-3, A-4, A-5, A-6, A-P AAA 2005-QS5 A-V, R-I, R-II AAA 2005-QS7 A-3 AAA 2005-QS9 A-1 AAA 2005-QS10 I-A, II-A, III-A-1, III-A-2 AAA 2005-QS10 III-A-3, III-A-4, A-P, A-V, R-I AAA 2005-QS10 R-II, R-III AAA 2005-QS11 A-1, A-2, A-3, A-4, A-5, A-P, A-V AAA 2005-QS11 R-I, R-II AAA 2005-QS12 A-1, A-2, A-3, A-4, A-5, A-6, A-7 AAA 2005-QS12 A-8, A-9, A-10, A-11, A-12, A-13 AAA 2005-QS12 A-14, A-P, A-V, R-I, R-II AAA 2005-QS13 II-A-1, II-A-2, II-A-3, II-A-4 AAA 2005-QS13 II-A-5, II-A-6 AAA 2005-QS14 II-A-1, III-A-1, III-A-2, III-A-3 AAA 2005-QS14 II-A-P, II-A-V, R-II, R-III AAA 2005-QS14 II-M-1 AA 2005-QS14 II-M-2 A 2005-QS14 II-M-3 BBB 2005-QS14 II-B-1 BB 2005-QS14 II-B-2 B 2005-QS16 A-1, A-2, A-3, A-4, A-5, A-6, A-7 AAA 2005-QS16 A-8, A-9, A-10, A-11, A-12, A-P AAA 2005-QS16 A-V, R-I, R-II AAA 2005-QS17 A-1, A-2, A-3, A-4, A-5, A-6, A-7 AAA 2005-QS17 A-8, A-9, A-10, A-11, A-P, A-V AAA 2005-QS17 R-I, R-II AAA 2006-QA1 A-I-1, A-I-2, A-II-1, A-II-2 AAA 2006-QA1 A-III-1, A-III-2, R AAA 2006-QA1 M-1 AA 2006-QA1 M-2 A 2006-QA1 M-3 BBB 2006-QA1 B-1 BB 2006-QA1 B-2 B 2006-QA2 I-A-1, I-A-2, I-A-IO, II-A-1 AAA 2006-QA2 II-A-2, II-A-IO, III-A-1, III-A-2 AAA 2006-QA2 III-A-IO, R-I, R-II, R-III AAA 2006-QA2 M-1 AA 2006-QA2 M-2 A 2006-QA2 M-3 BBB 2006-QA2 B-1 BB 2006-QA2 B-2 B 2006-QO1 1-A-1, 1-A-2, 2-A-1, 2-A-2, 2-A-3 AAA 2006-QO1 3-A-1, 3-A-2, 3-A-3, X-1, X-2 AAA 2006-QO1 X-3, R-I, R-II AAA 2006-QO1 M-1 AA+ 2006-QO1 M-2 AA 2006-QO1 M-3 AA- 2006-QO1 M-4 A 2006-QO1 M-5 BBB+ 2006-QO1 M-6 BBB- 2006-QO1 B-1 BB 2006-QO1 B-2 B 2006-QO2 A-1, A-2, A-3, R-1, R-II AAA 2006-QO2 M-1 AA+ 2006-QO2 M-2 AA 2006-QO2 M-3 AA- 2006-QO2 M-4 A+ 2006-QO2 M-5 A 2006-QO2 M-6 A- 2006-QO2 M-7 BBB 2006-QO2 M-8 BBB- 2006-QS1 A-1, A-2, A-3, A-4, A-5, A-6, A-7 AAA 2006-QS1 A-8, A-9, A-P, A-V, R-I, R-II AAA 2006-QS2 I-A-1, I-A-2, I-A-3, I-A-4, I-A-5 AAA 2006-QS2 I-A-6, I-A-7, I-A-8, I-A-9, I-A-10 AAA 2006-QS2 I-A-11, I-A-12, I-A-13, I-A-14 AAA 2006-QS2 I-A-15, I-A-16, I-A-17, I-A-18 AAA 2006-QS2 I-A-P, I-A-V, R-1, II-A-1, II-A-2 AAA 2006-QS2 III-A-1, II-A-P, II-A-V, R-II AAA 2006-QS2 R-III AAA REX TREADWAY: Case Summary & 17 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Rex Allen Treadway 467 East 625 North Sharpsville, IN 46068 Bankruptcy Case No.: 06-07194 Chapter 11 Petition Date: November 10, 2006 Court: Southern District of Indiana (Indianapolis) Debtor's Counsel: Edward B. Hopper, II, Esq. Stewart & Irwin, P.C. 251 East Ohio Street, Suite 1100 Indianapolis, IN 46204 Tel: (317) 639-5454 Fax: (317) 632-1319 Total Assets: $89,100 Total Debts: $1,026,914 Debtor's 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Jacob Morris et al. Complaint for $500,000 c/o David W. Holub, Esq. Damages in Auto 8913 Broadway Accident Merrillville, IN 46410 Internal Revenue Service WT-FICA, Income, FUTA $178,146 P.O. Box 21126 and Heavy Vehicle Stop N781 Philadelphia, PA 19114 First Farmers Bank Equipment List for $119,049 State Road 28 Business Secured: Tipton, IN 46072 $71,200 Gary Cadle Worker's Comp. $41,644 c/o William Beck, II Esq. Claim Judgment 401 West Walnut Street Kokomo, IN 46901 Indiana Department of Revenue IFT, IRP, MCT, RST $41,644 100 North Senate Avenue WTH and IND Room N203 Bankruptcy Indianapolis, IN 46204 State Farm Mutual Complaint $28,127 Automobile Insurance US Dot Bookkeeping Fines $15,620 North Central Cooperative Bounced Checks for $6,681 Fuel Payments Riverview Hospital Medical Bill $1,274 Medical Bill - Gary $3,458 Cadle - Workman's Comp. Midland Impact LLP Tires Purchased $3,777 D. Ginther MD Medical Bill $3,601 Fouts Tires, Inc. Goods Purchased $2,891 Pulski Hospital Driver involved in $2,885 Accident Steel Parts Federal 2001 Ford Pick Up $19,500 Credit Union Truck f250 Secured: $17,000 Tipton Implement Co. Inc. Rental of Tractor $1,684 Merritt's Truck & Auto Repair Repairs to Semi $1,184 Portfolio Acquisitions, LLC Original Creditor $621 Household ROWE COMPANIES: Court Approves Wiley Rein as Bankruptcy Counsel --------------------------------------------------------------- The Rowe Companies and its debtor-affiliates obtained authority from the U.S. Bankruptcy Court for the Eastern District of Virginia authority to employ Wiley Rein & Feilding LLP, as their bankruptcy counsel. As reported in the Troubled Company Reporter on Oct. 2, 2006, Wiley Rein will: a. advise the Debtors with respect to their rights, powers and duties as Debtors and debtors-in-possession in the continuing management and operation of their respective businesses and properties under chapter 11 of the Bankruptcy Code; b. advise and consult on the conduct of the cases, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiate with representatives of creditors, equity security holders, employees, and other parties-in-interest in the Debtors' chapter 11 cases; d. advise the Debtors in connection with any contemplated sales of assets or business combinations, including the negotiation of asset, stock purchase, merger or joint venture agreements, formulating and implementing bidding procedures, evaluating competing offers, drafting appropriate corporate documents with respect to the proposed sales, and counseling the Debtors in connection with the closing of such sales; e. advise the Debtors in connection with postpetition financing and cash collateral agreements and negotiate and draft documents relating thereto, provide advice and counsel with respect to prepetition financing arrangements, and provide advice to the Debtors in connection with the emergence financing and capital structure, and negotiate and draft documents relating thereto; f. advise the Debtors on matters relating to the evaluation of the assumption, rejection, assignment, restructuring or recharacterization of unexpired leases and executory contracts; g. provide advice to the Debtors with respect to legal issues arising in or relating to the Debtors' ordinary course of business including attendance at senior management meetings, meetings with the Debtors' financial and turnaround advisors and meetings of the board of directors, and advice on employee, workers' compensation, employee benefits, executive compensation, tax, banking, insurance, corporate, business operation, contract, joint venture and real property issues, press or public affairs, and regulatory and other matters; h. take necessary action to protect and preserve the Debtors' estates, including the prosecution of actions and proceedings on their behalf, the defense of any actions and proceedings commenced against those estates, negotiations concerning all litigation in which the Debtors may be involved and assist the Debtors in reviewing, estimating, objecting to and resolving claims asserted against the Debtors' estates; i. prepare on behalf of the Debtors motions, applications, answers, orders, reports, schedules and other documents necessary or appropriate to the administration of the estates; j. advise the Debtors concerning, and prepare responses to applications, motions, other pleadings, notices, and other papers filed by other parties in the Debtors' chapter 11 cases; k. advise the Debtors regarding and negotiate and prepare on the Debtors' behalf plan or plans of reorganization, plan or plans of liquidation, disclosure statements and all related agreements or documents and take any necessary action on behalf of the Debtors to obtain confirmation of the plan or plans; l. attend meetings with third parties and participate in negotiations with respect to the above matters; m. appear before the Court, other courts, and the U.S. Trustee, and protect the interests of the Debtors' estates before such courts and the U.S. Trustee; n. meet and coordinate with other counsel and other professionals retained on behalf of the Debtors and approved by the Bankruptcy Court; o. perform al other necessary legal services and provide all other necessary legal advice to the Debtors in connection with their chapter 11 cases; and p. handle other matter as requested by the Debtors from time to time. H. Jason Gold, Esq., a partner at Wiley Rein, told the Court that the firm currently holds a $224,607 retainer. Mr. Gold disclosed that the firm's professionals bill: Professional Designation Hourly Rate ------------ ----------- ----------- H. Jason Gold, Esq. Partner $560 Valerie P. Morrison, Esq. Partner $500 Alexander M. Laughlin, Esq. Partner $475 Todd Bromberg, Esq. Partner $405 Robert J. Butler, Esq. Partner $390 Dylan G. Trache, Esq. Associate $360 Kalina B. Miller, Esq. Associate $300 Rebecca L. Saitta, Esq. Associate $300 Maria L. Mullarkey, Esq. Associate $225 Robert W. Ours Paraprofessional $160 patricia A. McCarthy Paraprofessional $115 Justin D. LEighty Paraprofessional $100 Mr. Gold assured the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Gold can be reached at: H. Jason Gold, Esq. Wiley Rein & Feilding LLP 7925 Jones Branch Drive, Suite 6200 McLean, VA 22102 Tel: (703) 905-2800 Fax: (703) 905-2820 http://www.wrf.com/ About The Rowe Companies Headquartered in McLean, Virginia, The Rowe Companies -- http://www.therowecompanies.com/-- manufactures upholstered retail home and office furniture, interior decorations, tableware, lighting fixtures, and other interior design accessories. The Company owns 100% of stock of manufacturing and retail subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/-- and Storehouse, Inc. -- http://www.storehousefurniture.com/ The Company and its two of its debtor-affiliates filed for chapter 11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144). When the Debtors filed for protection from their creditors, The Rowe Companies listed total assets of $130,779,655 and total debts of $93,262,974; Rowe Furniture estimated assets between $50 million and $100 million and debts between $10 million and $50 million; and Storehouse, Inc. estimated assets and debts between $10 million and $50 million. SASKATCHEWAN WHEAT: DBRS Places Low-B Rating on Senior Notes ------------------------------------------------------------ Dominion Bond Rating Service placed the ratings of Saskatchewan Wheat Pool Inc's Senior Secured Debt at Positive BB (low) and Senior Unsecured Notes at Positive B (high). Under Review with Positive Implications. This follows the announcement of the company's intention to make a formal offer for Agricore United's outstanding Limited Voting Common Shares, Series A Convertible Preferred Shares, and its Unsecured Subordinated Convertible Debentures. The Company intends to execute the transaction by issuing equity to holders of Agricore's Limited Voting Common Shares and Convertible Unsecured Subordinated Debentures, and using cash to acquire outstanding Series A Convertible Preferred Shares. The Limited Voting Common Share exchange ratio, based on trading prices at the close of business on Nov. 7, 2006, represents a premium of approximately 13% to Agricore shareholders. The transaction provides the merged entity with the opportunity to improve geographic diversification, rationalize its asset base, and achieve operating synergies. The Company had debt of $143 million and EBITDA of $82 million for the year ending July 31, 2006. Agricore had debt of $458 million, convertible debentures of $105 million and EBITDA of $129 million for the 12 months ending July 31, 2006. DBRS believes the credit risk profile of SWP has the potential to strengthen as a result of the combination with a larger, more diversified Agricore, and the significantly larger equity basis of the proposed transaction. DBRS also notes a merger would entail some level of integration risk, including regulatory restrictions that may be imposed upon the combined entity. The transaction is also subject to Agricore shareholder approval. DBRS will resolve its under review status based on standard approvals, a resolution of regulatory issues and comfort with regards to the integration process. STRUCTURED ASSET: Moody's Puts Four Certs.' Ratings Under Review ---------------------------------------------------------------- Moody's Investors Service has placed under review for possible downgrade four certificates from a transaction issued by Structured Asset Securities Corporation, Series 2005-AR1. The transaction consists of subprime first-lien adjustable- and fixed-rate loans. The originators of the loans are Argent Mortgage Company, LLC and Ameriquest Mortgage Company. The four most subordinate certificates from the transaction have been placed on review for possible downgrade because existing credit enhancement levels are low given the current projected losses on the underlying pools. The pool of mortgages has built up a large delinquency pipeline and future loss could cause a significant erosion of the overcollateralization. The pools currently have $9,926,287 of OC which is below the target of $15,747,108, as of the Oct. 25, 2006 reporting date. These are the rating actions: Review for Possible Downgrade: * Issuer: Structured Asset Securities Corporation, Mortgage Pass-Through Certificates -- Series 2005-AR1, Class M8, current rating Baa2, under review for possible downgrade; -- Series 2005-AR1, Class M9, current rating Baa3, under review for possible downgrade; -- Series 2005-AR1, Class B1, current rating Baa3, under review for possible downgrade; -- Series 2005-AR1, Class B2, current rating Ba1, under review for possible downgrade. TSG INC: Case Summary & 194 Largest Unsecured Creditors ------------------------------------------------------- Debtor: TSG, Inc. 3555 Northwest, 58th St. Oklahoma City, OK 73112 Tel: (405) 917-0300 Bankruptcy Case No.: 06-80899 Debtor-affiliates that filed separate chapter 11 petitions on November 8, 2006: Entity Case No. ------ -------- TSG Rural, LLC 06-80900 Seminole Health Center, LLC 06-80901 Johnston County Hospital, LLC 06-80902 TSG Holdings-Tishomingo, LLC 06-80903 Stroud Regional Medical Center, LLC 06-80904 TSG Holdings-Prague, LLC 06-80905 TSG Physicians Group, LLC 06-80906 Apex Practice Management, LLC 06-80907 Emergency Medical Transport Team for 06-80908 Rural Oklahoma LLC TSG Equipment, LLC 06-80909 TSG Holdings, LLC 06-80910 Medical Business Services, Inc. 06-80911 Provincial Home Care, LLC 06-80912 TSG Physical Therapy, LLC 06-80913 Healthcare 2000 Ltd. Co. 06-80914 TSG-Anadarko, LLC 06-80915 Debtor-affiliate that filed a separate chapter 11 petition on November 9, 2006: Entity Case No. ------ -------- AMH, LLC 06-80917 Type of Business: The Debtors are private health care companies operating under the name, The Schuster Group. See http://www.tsgincorporated.com/ Chapter 11 Petition Date: November 8, 2006 Court: Eastern District of Oklahoma (Okmulgee) Judge: Tom R. Cornish Debtors' Counsel: Judy Hamilton Morse, Esq. Crowe & Dunlevy 20 North Broadway, Suite 1800 Oklahoma City, OK 73102 Tel: (405) 235-7700 Fax: (405) 235-6651 Entity Estimated Assets Estimated Debts ------ ---------------- --------------- TSG Rural, LLC $1 Million to $1 Million to $100 Million $100 Million Seminole Health $1 Million to $1 Million to Center, LLC $100 Million $100 Million Johnston County $1 Million to $1 Million to Hospital, LLC $100 Million $100 Million TSG Holdings- Less than $10,000 $1 Million to Tishomingo, LLC $100 Million Stroud Regional $1 Million to $1 Million to Medical Center, LLC $100 Million $100 Million TSG Holdings- $100,000 to $1 Million to Prague, LLC $1 Million $100 Million TSG Physicians Less than $10,000 $1 Million to Group, LLC $100 Million Apex Practice $100,000 to $1 Million to Management, LLC $1 Million $100 Million Emergency Medical $100,000 to $1 Million to Transport Team for $1 Million $100 Million Rural Oklahoma LLC TSG Equipment, LLC $100,000 to $1 Million to $1 Million $100 Million TSG Holdings, LLC Less than $10,000 $1 Million to $100 Million Medical Business Less than $10,000 $1 Million to Services, Inc. $100 Million Provincial Home $100,000 to $1 Million to Care, LLC $1 Million $100 Million TSG Physical $10,000 to $1 Million to Therapy, LLC $100,000 $100 Million Healthcare 2000 Less than $10,000 $1 Million to Ltd. Co. $100 Million TSG-Anadarko, LLC Less than $10,000 $1 Million to $100 Million AMH, LLC $1 Million to $1 Million to $100 Million $100 Million A. TSG, Inc.'s 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Rose Rock Bank Trade Debt $4,600,000 10900 Hefner Point Drive Oklahoma City, OK 73120 Jardine Lloyd Thompson, LLC Trade Debt $159,077 Bank of America Lockbox Lockbox 849035 Dallas, TX 75202 Phillips, McFall, McCaffrey Trade Debt $134,635 McVay, & Murrah, P.C. 12 Floor, 211 North Robinson Oklahoma City, OK 73102 XTRIA Trade Debt $77,407 West Asset Management, Inc. Trade Debt $73,734 Zones Inc. Trade Debt $68,023 Winthrop Resources Corp. Trade Debt $32,340 Value Management Group Trade Debt $25,979 PC Connection Trade Debt $21,950 Citi Cards Trade Debt $20,945 Xactimed Trade Debt $20,388 Xerox-TSG Trade Debt $18,794 SBC Long Distance Trade Debt $16,622 KW Architects Trade Debt $16,514 Omnicell Trade Debt $14,126 Med Finance Trade Debt $12,500 IBC Bank Trade Debt $12,275 Corporate Express Trade Debt $11,407 AIG Trade Debt $11,007 CNA Insurance Trade Debt $10,737 B. TSG Rural, LLC and TSG Holdings, LLC's Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Local Oklahoma Bank, N.A. **This financing $772,954 P.O. Box 26020 statement relates Oklahoma City, OK 73115 to a previous financing statement 2003007108324 filed June 11, 2003 with Oklahoma County, OK** Stroud National Bank Kodak M-6 Unknown P.O. Box 450, 300 West Main Refurbished Stroud, OK 74079 Processor C. Seminole Health Center, LLC's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ International Bank of Commerce $772,954 P.O. Box 26020 Oklahoma City, OK 73126-0200 Oklahoma Management Group Trade Debt $265,834 P.O. Box 22777 Oklahoma City, OK 73123-1777 HMFIC#1 Rent $243,000 c/o James Williams, Trustee 4700 Gallardia Parkway, Suite 100 Oklahoma City, OK 73142 Oklahoma Blood Institute Trade Debt $148,218 GE Medical Systems Trade Debt $97,352 Ortho Development Corp. Trade Debt $83,250 GE Healthcare Financial Services Trade Debt $78,326 Robinson Medical Resource Group Trade Debt $44,884 McKesson General Medical Trade Debt $36,087 LFC Capital, Inc. Trade Debt $31,140 Cardinal Health Pharmaceutical Trade Debt $28,227 CPSI Trade Debt $28,107 Cardinal Health Medical Trade Debt $23,727 Foundation Radiology Group P.C. Trade Debt $23,285 Precision Lens Trade Debt $21,086 J & J Health Care Systems, Inc. Trade Debt $20,938 Oklahoma Eye Instruments Trade Debt $19,200 Oklahoma Cardiovascular Assoc. Trade Debt $18,404 Stryker Orthopedics Trade Debt $18,038 Omnicell Trade Debt $16,839 D. Johnston County Hospital, LLC's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Mercy Health System of OK Trade Debt $140,287 P.O. Box 269010 Oklahoma City, OK 73126-9010 Oklahoma Blood Institute Trade Debt $52,701 Department 96-0115 Oklahoma City, OK 73196-0115 Shared Imaging Trade Debt $20,827 2186 Paysphere Circle Chicago, IL 60674 Cardinal Health Pharmaceutical Trade Debt $19,483 GE Healthcare Financial Services Trade Debt $13,750 Advanced Ultrasound Diagnositc Trade Debt $12,950 Beckman Coulter Inc. Trade Debt $11,236 MMS Trade Debt $11,172 Ramsey Ward Electric Trade Debt $8,232 Dade Behring Inc. Trade Debt $7,761 Gecpac Trade Debt $7,030 Mercy Memorial Health Center Trade Debt $6,735 Foundation Radiology Group Trade Debt $5,952 Mallinckrodt Inc. Trade Debt $5,230 Angelica Textile Services Trade Debt $5,125 Xerox Corp. Trade Debt $5,122 Baxter Trade Debt $4,991 Moore Wallace Trade Debt $4,359 Osteoporosis Services Trade Debt $3,910 Corporate Express #13752114 Trade Debt $3,849 E. TSG Holdings-Tishomingo, LLC does not have any creditors who are not insiders. F. Stroud Regional Medical Center, LLC's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Robinson Medical Resource Group Trade Debt $127,035 P.O. Box 849 Oologah, OK 74053 Mass Development Rent $105,000 4700 Gallardia Parkway, Suite 100 Oklahoma City, OK 73142 Oklahoma Cardiovascular Assoc. Trade Debt $80,642 4050 West Memorial Road, 3rd Level Oklahoma City, OK 73120 OK Blood Institute Trade Debt $59,893 Cardinal Health Pharmaceutical Trade Debt $30,319 Fisher Healthcare Trade Debt $28,695 Ahr, Inc. Trade Debt $26,762 BKD Trade Debt $21,165 Diagnostic Laboratory of OK Trade Debt $19,791 Standard Register Trade Debt $19,040 Source One Healthcare Trade Debt $16,886 Mobile Eyes LLC Trade Debt $15,825 Ortho Clinical Diagnostics Trade Debt $10,177 Dimensional Concepts Trade Debt $9,750 Foundation Radiology Group Trade Debt $9,051 City of Stroud Trade Debt $8,874 Plaza Medical Group P.C. Trade Debt $8,029 GE Healthcare Financial Services Trade Debt $7,810 Baxter Healthcare Trade Debt $7,307 Abbott Laboratories Trade Debt $3,928 G. TSG Holdings-Prague, LLC's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ City of Prague Trade Debt $43,797 1116 North Broadway Prague, OK 74864 Morris & Dickson Co. Trade Debt $34,146 P.O. Box 51367 Shreveport, LA 71145 Foundation Radiology Group P.C. Trade Debt $14,131 120 North Bryant Avenue Edmond, OK 73034 Cardinal Health (Allegiance) Trade Debt $13,601 North American Group Trade Debt $10,640 AT&T Trade Debt $4,379 Drugs of Abuse Testing Trade Debt $3,640 Southwest Medical Corp. Trade Debt $2,985 Sysco Food Service of OK Trade Debt $2,543 Diagnostic Health Service, Inc. Trade Debt $2,525 American Diagnostic Medicine Trade Debt $2,295 Airgas Trade Debt $2,118 Professional Software, Inc. Trade Debt $1,930 Ortho Clinical Diagnostics Trade Debt $1,660 Dade International Inc. Trade Debt $1,487 Pitney Bowes Trade Debt $1,442 T-System Trade Debt $1,096 Prague IGA Trade Debt $1,083 Redwood Biotech, Inc. Trade Debt $1,020 Radiographic Equipment Service Trade Debt $979 H. TSG Physicians Group, LLC's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ American International Group Trade Debt $2,049 22427 Network Place Chicago, IL 60673 I. Apex Practice Management, LLC's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Misys Healthcare Systems Trade Debt $24,246 P.O. Box 751585 Charlotte, NC 28275 Oklahoma Business Forms Trade Debt $17,054 P.O. Box 272128 Oklahoma City, OK 73137-2128 Clinical Pathology Labs. Trade Debt $14,882 P.O. Box 141669 Austin, TX 78714 Stroud Hospital Authority Trade Debt $7,500 Xerox - Corp. #667878060 Trade Debt $7,084 PSS-7054141 Trade Debt $6,271 DHL Express Trade Debt $4,508 Hite Drug Trade Debt $3,745 Gregory Blair Trade Debt $3,000 SBC Internet #1031769 Trade Debt $2,515 Xerox #705746097 Trade Debt $2,322 American Medical Association Trade Debt $2,019 Cardinal Health Medical Products Trade Debt $1,990 And Services McKesson General Medical Corp. Trade Debt $1,607 Xerox - #700208069 Trade Debt $1,496 Standley Systems #OC1042 Trade Debt $1,492 Friese X-Ray Services Trade Debt $1,455 Office Depot Trade Debt $1,250 T System Inc. Trade Debt $1,250 STAT Technologies, Inc. Trade Debt $1,117 J. Emergency Medical Transport Team for Rural Oklahoma LLC's 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Medicus Trade Debt $5,269 P.O. Box 1906 Seminole, OK 74818 Taylor Ford, Inc. Trade Debt $2,937 105 North Price P.O. Box 8 Chandler, OK 74834 Accufile, Inc. Trade Debt $2,571 302 West Maple Enid, OK 73701 Fuelcor Technologies Trade Debt $1,973 Chandler Tire Center Trade Debt $1,780 McKesson Medical Trade Debt $1,730 Airgas Mid South, Inc. Trade Debt $1,191 LBB Management Trade Debt $894 City of Prague Trade Debt $543 Simek Auto Supply Trade Debt $205 Windstream Trade Debt $170 Pike Pass Customer Service Trade Debt $100 Crowder Communications Trade Debt $94 Prague Wrecker Service Trade Debt $84 Cardinal Health Pharmaceutical Trade Debt $55 Parks Brothers Trade Debt $45 Charter Communications Trade Debt $40 Corporate Express Trade Debt $9 K. TSG Equipment, LLC's Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Valliance Bank Purchase Money $600,220 1601 Northwest Expressway security Senior Lien: Suite 100 interest in all $600,220 Oklahoma City, OK 73118 medical equipment Xtria LLC Healthcare Mgt. Unknown 2435 North Central Expressway Systems Software Suite 700 Richardson, TX 75080 L. Medical Business Services, Inc.'s Eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ International Bank of Commerce Lawsuit $772,954 P.O. Box 26020 Oklahoma City, OK 73126-0200 Local Oklahoma Bank, N.A. **This financing $772,954 P.O. Box 26020 statement relates Oklahoma City, OK 73115 to a previous financing statement 2003007108324 filed June 11, 2003 with Oklahoma County, OK** De Lage Landen Financial Leased Equipment Unknown Services Inc. 1111 Old Eagle School Road Wayne, PA 19087 Finger Furniture Office furniture Unknown Internal Revenue Service Tax Lien Unknown Marlin Leasing Corp. Music System Unknown Security Alarm, System Security Video System, Replacements, Leased Accounts, Equipment, Accessions, Proceeds Orix Credit Alliance Inc. Lease No. C4826595 Unknown proceeds and products Union Bank and Trust Co. 1-Canon Fax Model Unknown 9000L M. Provincial Home Care, LLC's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ ACE USA Workers Comp. $442,606 ACE Complete Premium 1 Beaver Valley Road Wilmington, DE 19803 Pro Source Medical Equipment Trade Debt $6,678 1108 Southeast 59th Street Oklahoma City, OK 73129-7304 Central Health Services Trade Debt $5,995 P.O. Box 904 Prague, OK 74864 Pulmo Dose Pharmacy Trade Debt $3,265 T.V. Discount Drug Trade Debt $2,936 SBC Yellow Pages Trade Debt $2,830 Medical Staffing Network Trade Debt $2,447 Transwestern Publishing Trade Debt $2,291 Cingular Wireless Trade Debt $1,399 Norman Regional Hospital Trade Debt $1,292 Amy Taylor, CPA, P.C. Trade Debt $1,250 Odyssey Health Care Trade Debt $1,152 Answer Pro's, Inc. Trade Debt $1,040 OK State Department of Health Trade Debt $1,000 Enid News and Eagle Trade Debt $624 Corrine Long Trade Debt $600 Dysphagia Services, Inc. Trade Debt $471 Xerox #667759427 Trade Debt $449 Shannon Casteel Trade Debt $433 Cushing Daily Citizen Trade Debt $400 N. TSG Physical Therapy, LLC's Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AT&T Trade Debt $57 P.O. Box 630047 Dallas, TX 75263-0047 Tel: (405) 844-5535 Tru-Care Health Systems Trade Debt $216 5004 North Portland Oklahoma City, OK 73112 O. Healthcare 2000 Ltd. Co. does not have any creditors who are not insiders. P. TSG-Anadarko, LLC's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bridge Finance Group, LLC All Property $11,518,872 c/o Chief Credit Officer 233 South Wacker Drive Suite 5350 Chicago, IL 60606 Q. AMH, LLC's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Oklahoma Cardiovascular Assoc. Trade Debt $93,747 4050 West Memorial, 3rd Level Oklahoma City, OK 73120 Sylvan N. Goldman Center Trade Debt $75,991 Department 96-0115 Oklahoma City, OK 73196-0115 Robinson Medical Resource Trade Debt $67,134 P.O. Box 849 Oologah, OK 74053 Depuy Orthopedics Inc. Trade Debt $22,359 McKesson Med/Surg. Inc. Trade Debt $20,494 Cardinal Health Pharmaceutical Trade Debt $19,856 Bkd Trade Debt $19,262 Oklahoma Eye Instruments Trade Debt $19,150 JJ Healthcare Systems Inc. Trade Debt $17,517 Southern Plains Medical Center Trade Debt $16,976 Foundation Radiology Group P.C. Trade Debt $16,294 Owens & Minor Trade Debt $15,138 Diagnostic Lab of Oklahoma Trade Debt $14,515 Acumed LLC Trade Debt $14,475 Fisher Healthcare Trade Debt $11,146 Cardinal Health Medical Trade Debt $13,272 Angelica Textile Service Trade Debt $10,395 Synthes Trade Debt $10,240 GE Healthcare Financial Services Trade Debt $10,088 Bankers Trade Debt $9,444 UAP HOLDING: Stockholders Sell 9,322,857 Common Shares ------------------------------------------------------ UAP Holding Corp. entered into an Amended and Restated Underwriting Agreement with certain funds affiliated with Apollo Management V, L.P., the selling stockholders, and Goldman, Sachs & Co., relating to the sale of an aggregate of 9,322,857 shares of the Company's common stock by the Selling Stockholders. The Company disclosed that the Underwriting Agreement supercedes the previous Underwriting Agreement relating to the sale of 4,700,000 shares of the Company's common stock by the Selling Stockholders. The Company will not receive any proceeds from the offering. The Selling Stockholders are formerly the major stockholder of the Company, and current and former employees of the Company. Following the completion of the sale of the Shares pursuant to the Underwriting Agreement, Apollo will no longer be a stockholder of the Company. The Company has agreed to pay all expenses of the Selling Stockholders in the offering, which are expected to be approximately $200,000, excluding underwriting discounts and commissions that will be paid by the Selling Stockholders. The sale of the Shares by the Selling Stockholders has been registered pursuant to an effective registration statement on Form S-3, as amended (File No. 333-131080) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. A full text-copy of the Amended and Restated Underwriting Agreement may be viewed at no charge at: http://ResearchArchives.com/t/s?14be UAP Holding Corp. (Nasdaq: UAPH) -- http://www.uap.com/-- is the holding company of United Agri Products, Inc., the largest independent distributor of agricultural and non-crop inputs in the United States and Canada. United Agri Products markets a comprehensive line of products, including crop protection chemicals, seeds and fertilizers, to growers and regional dealers. United Agri Products also provides a broad array of value-added services, including crop management, biotechnology advisory services, custom blending, inventory management and custom applications of crop inputs. United Agri Products maintains a comprehensive network of approximately 330 distribution and storage facilities and three formulation and blending plants, strategically located throughout the United States and Canada. * * * Moody's Investors Service upgraded UAP Holding Corp.'s corporate family rating to Ba3 from B1. Moody's also assigned a Ba2 rating to United Agri Products, Inc.'s senior secured $675 million revolving credit due 2011. UAP's $175 million senior secured term loan due 2012 was assigned a Ba3 rating. VITACUBE SYSTEMS: Incurs $778,944 Net Loss in 2006 Third Quarter ---------------------------------------------------------------- VitaCube Systems Holdings, Inc., reported a $778,944 net loss for the three months ended Sept. 30, 2006, a 53% decrease over the $1,650,662 net loss reported for the same period in the prior year. The decrease in net loss is associated with the increase in sales and decrease of Sales and marketing and General and administrative expenses. Net sales were $608,111 for the quarter, an increase of 88% compared to $323,400 in the same quarter last year. The increase in net sales can be attributed to an increase in the number of independent distributors and customers along with greater brand recognition. The increase was also the result of the September 2005 introduction of the company's EAT, DRINK and SNACK (EDS) System and the March 2006 re-branding of two products, Hydrate and Build and the introduction of Support in the Peak Performance System. At Sept. 30, 2006, the Company's balance sheet showed $1,249,468 in total assets, $638,375 in total liabilities and shareholders' equity of $611,093. A full-text copy of the Company's balance sheet is available for free at http://researcharchives.com/t/s?14c Going Concern Doubt Gordon, Hughes & Banks, LLP, expressed substantial doubt about VitaCube Systems' ability to continue as a going concern after it audited the Company's financial statement for the fiscal years ended Dec. 31, 2004 and 2005. The auditing firm pointed to the Company's net loss of $5,015,877 for the year ended Dec. 31, 2005, and significant net losses since inception. Management Changes In October, VitaCube disclosed key changes to its senior leadership team. Earnest Mathis, current Chairman and CEO, will resign his position as Chief Executive Officer, but remain Chairman of the Board, responsible for not only leading the Board of Directors, but also providing strategic oversight to the Company's senior executive team. John Pougnet's executive role as Chief Financial Officer will be expanded to also include the title and responsibilities of Chief Executive Officer. In addition, the Company reported that it modified its employment contracts with the Company's founder Sanford Greenberg and VP of Operations Timothy Transtrum, each of which previously provided for an indefinite and four year term of service, respectively. Sanford Greenberg's contract has been modified to define a term of three years, effective Oct. 1, 2006. Timothy Transtrum's contract has been modified to define a term of six months, effective Oct. 1, 2006. About VitaCube Headquartered in Denver, Colorado, VitaCube Systems Holdings, Inc., dba XELR8 Holdings, Inc. -- http://www.XELR8.com/-- develops, sells, markets, and distributes functional foods, beverages, and nutritional supplements products in the United States. Its product lines consist of a sports energy drink, a protein shake, and an appetite suppressant chew, as well as other vitamins, minerals, and specialty formulations, which are sold in the form of tablets, capsules, and soft gel formulations. WASHINGTON MUTUAL: S&P Puts D Rating on Class C-B-4 Certificates ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on the class C-B-4 mortgage pass-through certificates issued by Washington Mutual MSC Mortgage Pass-Through Certificates Series 2004-RA2 Trust to 'D' from 'CCC'. Concurrently, the rating on class C-B-3 is lowered to 'BB' from 'BBB' and remains on CreditWatch with negative implications, where it was placed Sept. 25, 2006, and the rating on class C-B-2 is placed on CreditWatch with negative implications. The ratings on the remaining classes from this transaction are affirmed. The downgrades and CreditWatch negative placements are based on deteriorating pool performance. As of October 2006, class C-B-4 had begun to experience principal write-downs. This transaction has cumulative losses of $300,721, or 0.16% of the original pool balance. Projected losses based on the delinquency pipeline suggest that this trend could continue. While the mortgage pool has paid down to approximately 30.06% of its original balance, total delinquencies are 8.93% of the current pool balance, and serious delinquencies (90-plus days, foreclosure, and REO) are 4.95%. Standard & Poor's will continue to closely monitor the performance of the classes with ratings on CreditWatch. If the delinquent loans cure to a point at which there is sufficient credit support to cover monthly net losses without any significant risk of default, and the classes have sufficient credit enhancement, the rating agency will affirm the ratings and remove them from CreditWatch negative. Conversely, if delinquencies cause substantial realized losses in the coming months and continue to erode credit enhancement, S&P will take further negative rating actions on these classes. The collateral for this transaction consists of prime and Alt-A fixed-rate seasoned loans secured by first liens on one- to four- family residential properties. These loans were primarily acquired by Washington Mutual Mortgage Securities Corp. through its optional termination of 19 previously established trusts from PNC Mortgage Securities Corp., Washington Mutual Mortgage Securities Corp., ABN AMRO Mortgage Corp., and Residential Asset Securitization Trust. Rating Lowered --------------- Washington Mutual MSC Mortgage Pass-Through Certificates Series 2004-RA2 Trust Rating ------ Class To From ----- -- ----- C-B-4 D CCC Rating Lowered And Remaining On Creditwatch Negative ---------------------------------------------------- Washington Mutual MSC Mortgage Pass-Through Certificates Series 2004-RA2 Trust Rating ------ Class To From ----- -- ----- C-B-3 BB/Watch Neg BBB/Watch Neg Rating Placed On Creditwatch Negative ------------------------------------- Washington Mutual MSC Mortgage Pass-Through Certificates Series 2004-RA2 Trust Rating ------ Class To From ----- -- ----- C-B-2 A/Watch Neg A Ratings Affirmed ---------------- Washington Mutual MSC Mortgage Pass-Through Certificates Series 2004-RA2 Trust Class Rating ----- ------ I-A, II-A, I-X, II-X, I-P, II-P, R AAA C-B-1 AA WINN-DIXIE: Judge Funk Confirms Joint Plan of Reorganization ------------------------------------------------------------ The Honorable Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida confirmed Winn-Dixie Stores Inc. and its debtor-affiliates' Joint Plan of Reorganization on Nov. 9, 2006. Judge Funk authorizes the Debtors to consummate the Plan. According to Judge Funk, the Debtors have met their burden of proving each of the elements of Section 1129 of the Bankruptcy Code by a preponderance of the evidence. The Court has considered each objection to confirmation filed and prosecuted at the Confirmation Hearing on Oct. 13, 2006. Except for the objection of the U.S. Trustee, Judge Funk overrules all objections. Judge Funk sustains the U.S. Trustee's objection with respect to the review of the Debtors' fees and expenses in their Chapter 11 cases, but overrules its objection to the release, and exculpation, and limitation of liability provisions of the Plan. Judge Funk declares that professionals who seek fees and expenses in connection with the Substantive Consolidation Compromise will file fee applications and serve copies to the Official Committee of Unsecured Creditors, the U.S. Trustee, the Debtors, and any other party-in-interest. Judge Funk holds that the Debtors' Substantive Consolidation Compromise and the distributions to creditors reflected in the Plan are fair and reasonable and are in the best interests of the estate and creditors. Judge Funk clarifies that it is not ruling on the issue of "deemed substantive consolidation." The Plan is a compromise Chapter 11 plan that incorporates elements of a substantive consolidation. Judge Funk says it has not been asked to nor is it determining that the Debtors' cases are in any way "deemed" or otherwise substantively consolidated. The Court authorizes the Debtors to perform their obligations under the $725,000,000 exit financing facility syndicated by Wachovia Capital Markets, LLC, and Wachovia Bank, N.A. The Court says that the claims and interests of Wachovia Bank arising under the Debtors' DIP Facility will extend and continue in full force and effect until post-confirmation period. The Court also authorizes the Debtors to (i) create Winn-Dixie Properties LLC, Winn-Dixie Stores Leasing LLC, Winn-Dixie Raleigh Leasing LLC, Winn-Dixie Montgomery Leasing LLC, and Winn-Dixie Warehouse Leasing LLC; (ii) transfer to the Real Estate Subsidiaries all real property interests owned or leased by the Debtors; and (iii) make any State Law filings necessary to terminate the existence of inactive subsidiaries that they have determined to terminate as of the Effective Date. The Court also rules, among others, that: -- all claims against, liens on, and interests in each of the Debtors, their assets, and properties arising at any time before the Confirmation Date will be discharged; -- all injunctions or stays in effect in the Debtors' Chapter 11 cases under Sections 105 or 362 of the Bankruptcy Code or any Court order, and extant on the Confirmation Date, will remain in full force and effect until the Effective Date; -- the exculpation provisions in the Plan are appropriate and approved; -- 7% will be the interest rate used under Section 1129(b)(2)(A)(i)(II) for Class 10 Claims; -- the Creditors Committee will be dissolved on the Effective Date; -- the offering and issuance of Winn-Dixie's New Common Stock will be exempt from Section 5 of the Securities Act and any state or local law requiring registration before the offering or issuance; and -- all requests for payment of an administrative claim must be made by application filed with the Court no later than 45 days after the Effective Date, or will be forever barred and deemed waived. The Court also approves the Debtors' selection of officers and directors and authorizes the Debtors to purchase and maintain director and officer insurance coverage for $150,000,000 for a tail period of six years. For more details, download a free copy of the Confirmation Order at http://ResearchArchives.com/t/s?14d7 Winn-Dixie Expects to Emerge From Chapter 11 Within 30 Days Winn-Dixie Stores Inc. announced that the Bankruptcy Court entered an order confirming its Plan of Reorganization. With this action, Winn-Dixie expects to emerge from Chapter 11 within 30 days. Following a confirmation hearing held on Friday, Oct. 13, Judge Funk issued a ruling affirming that the company had met all of the necessary statutory requirements to confirm its Plan. The confirmation hearing followed a creditor vote in which all impaired classes of unsecured creditors voted in favor of the Plan. The Plan will become effective -- and the company will emerge from bankruptcy -- once all closing conditions to the Plan and to the company's exit financing have been met. Winn-Dixie has a commitment for $725,000,000 in exit financing from a consortium led by Wachovia Bank. The company expects to emerge from Chapter 11 protection with sufficient financing and liquidity to make significant investments in its current store base, to develop new stores, and to take other actions to position the business to compete effectively in its markets over the next several years. The company also expects to emerge with only a minimal amount of long-term debt on its balance sheet. Winn-Dixie President and Chief Executive Officer Peter Lynch said: "We are very pleased that the court has confirmed our Plan of Reorganization and that Winn-Dixie's emergence from Chapter 11 is now just around the corner. This is an exciting time for everyone at the company. We will continue to work hard to build on the turnaround we have started and to accelerate our momentum." Mr. Lynch continued, "When Winn-Dixie emerges from bankruptcy, the company will be in a stronger and more financially stable position. We will be able to increase the level of investment in our stores and pursue other initiatives to improve and add value to our business. Our focus will remain on providing outstanding service and products to our customers." He concluded, "I am grateful for the hard work and dedication of our outstanding Associates throughout the Chapter 11 process. Their energy and enthusiasm is both inspiring and contagious. We appreciate the strong support of our Plan of Reorganization by virtually all of the various creditor groups in our Chapter 11 proceedings. We are also extremely appreciative of our customers and our partners in the vendor and real estate communities for their trust in us and their continued loyalty to Winn-Dixie." Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. -- http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates 527 stores in Florida, Alabama, Louisiana, Georgia, and Mississippi. The Company, along with 23 of its U.S. subsidiaries, filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840). D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP, represent the Debtors in their restructuring efforts. Paul P. Huffard at The Blackstone Group, LP, gives financial advisory services to the Debtors. Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B. Macdonald, Esq., at Akerman Senterfitt give legal advice to the Official Committee of Unsecured Creditors. Houlihan Lokey & Zukin Capital gives financial advisory services to the Committee. When the Debtors filed for protection from their creditors, they listed $2,235,557,000 in total assets and $1,870,785,000 in total debts. (Winn-Dixie Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). WINN-DIXIE: Wants Dell Marketing Stipulation Approved ----------------------------------------------------- Winn-Dixie Stores Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Middle District of Florida to approve their stipulation with Dell Marketing LP. Before filing for bankruptcy, Dell supplied and sold the Debtors computers, monitors, servers, and related computer products. After the Debtors filed for bankruptcy, Dell served the Debtors with a reclamation demand seeking $6,706 pursuant to Section 546(c) of the Bankruptcy Code and Section 2.702 of the Uniform Commercial Code. In March 2005, Dell filed Claim Nos. 286 and 369 as prepetition non-priority unsecured claims each asserting $442,148. In October 2005, Dell agreed to be bound by a Court-approved stipulation that resolves reclamation claims filed by the Debtors' various vendors. Dell's agreement preserved the Debtors' rights to any preference claims relating to $39,239 in payments made to Dell between February 10 and February 21, 2005. In their 2nd Omnibus Claims Objection, the Debtors asked the Court to disallow Claim No. 369 because it was a duplicate claim. The Court had approved the proposed disallowance in January 2006. In their 16th Omnibus Claims Objection, the Debtors asked the Court to reduce Claim No. 286's amount to $105,200. Dell timely filed an objection and argued that the claim should be allowed for $435,710 to reflect the difference between the original amount of its claim and the amounts paid by the Debtors on account of the Reclamation Claim. According to D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, the parties wish to resolve all remaining issues between them concerning Claim No. 286 and any potential preference claims under Section 547 of the Bankruptcy Code. The parties agree, among others, that upon Court approval of their Stipulation: (1) The 16th Omnibus Claims Objection and Dell's response with respect to Claim No. 286 will be deemed resolved; (2) Claim No. 286 will be allowed as a prepetition non- priority unsecured claim for $137,396; and (3) In consideration of the agreed reduction of Claim No. 286, the Debtors will be deemed to have waived the Possible Preference Claims against Dell. Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. -- http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates 527 stores in Florida, Alabama, Louisiana, Georgia, and Mississippi. The Company, along with 23 of its U.S. subsidiaries, filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840). D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP, represent the Debtors in their restructuring efforts. Paul P. Huffard at The Blackstone Group, LP, gives financial advisory services to the Debtors. Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B. Macdonald, Esq., at Akerman Senterfitt give legal advice to the Official Committee of Unsecured Creditors. Houlihan Lokey & Zukin Capital gives financial advisory services to the Committee. When the Debtors filed for protection from their creditors, they listed $2,235,557,000 in total assets and $1,870,785,000 in total debts. (Winn-Dixie Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). WORD ALIVE: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Word Alive Ministries, Inc. 7340 Old National Highway Riverdale, GA 30274 Bankruptcy Case No.: 06-74187 Type of Business: The Debtor is a religious organization. Chapter 11 Petition Date: November 6, 2006 Court: Northern District of Georgia (Atlanta) Judge: C. Ray Mullins Debtor's Counsel: Rodney L. Eason, Esq. The Eason Law Firm Suite 200 6150 Old National Highway College Park, GA 30349-4367 Tel: (770) 909-7200 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Georgia Power Utility $4,746 241 Ralph McGill Boulevard Atlanta, Georgia 30308 Gordon Document Trade Debt $1,979 P.O. Box 41601 Philadelphia, PA 19101 CRS Refrigeration Repairs $1,801 P.O. Box 960124 Riverdale, GA 30296 The Perkins Technology Group Trade Debt $1,000 P.O. Box 1106 Red Oak, GA 30272 NCO Financial Systems, Inc. Trade Debt $824 Department 750 1804 Washington Boulevard Baltimore, MD 21230 Department of Watershed Utility $742 City of Atlanta Water Utility $592 Arnold's Security Services Security Services $425 Allied Interstate Trade Debt $415 Systel Trade Debt $250 Premier Services, Inc. Trade Debt $105 Artic Designs Trade Debt $80 XO HOLDINGS: Posts $23 Million Net Loss in Quarter Ended Sept. 30 ----------------------------------------------------------------- XO Holdings, Inc. reported third quarter 2006 financial and operational results. For the third quarter ended Sept. 30, 2006, XO Holdings reported a net loss of $23.0 million on $352.3 million in total revenue. This compares to a net loss of $31.0 million on $358.6 million in total revenue for the three months ended Sept. 30, 2005. The Company's Sept. 30, 2006, balance sheet showed $1,119,893,000 in total assets and $680,865,000 in total liabilities. The balance sheet also showed accumulated deficits of $757,314,000. A full-text copy of the Company's Form 10-Q filing is available for free at http://ResearchArchives.com/t/s?14c6 Covenant Waiver The Company disclosed that it does not expect to meet its EBITDA covenant for the twelve-month period ended Sept. 30, 2007. On Nov. 3, 2006, the Company obtained a waiver of compliance with respect to the minimum consolidated EBITDA covenant contained in the Credit Facility for the fiscal quarter ended Sept. 30, 2007. The waiver prevents the lenders under the Credit Facility from accelerating repayment of the outstanding indebtedness for a breach of the covenant for which the waiver was granted under the Credit Facility until the end of the fiscal quarter ended Dec. 31, 2006. The waiver was obtained from the affiliate of Mr. Carl Icahn, which holds a majority of the Company's loans outstanding under that agreement. In the event that the Company anticipates it will not be in compliance with the minimum consolidated EBITDA covenant upon the first quarterly measurement date following the expiration of the most recent waiver, there can be no guarantee that it will be able to obtain another waiver. The Company relates that if it is not able to (i) obtain another waiver, (ii) amend the Credit Facility covenant to remove the minimum EBITDA requirements or decrease the requirement to a level that management believes can be achieved, or (iii) repay the Credit Facility with a new debt or equity offering so that the Company is in compliance, it will be required to reclassify the approximately $327.1 million of its outstanding long term debt to short term debt as of Dec. 31, 2006. The Company says that its management is currently evaluating alternative financing available to repay the Credit Facility, including equity or refinancing this credit facility. About XO Holdings XO Holdings (OTC: XOHO.OB) (BULLETIN BOARD: XOHO.OB) is the holding company of XO Communications, LLC and Nextlink Wireless, Inc. XO Communications -- http://www.xo.com/-- provides national and local telecommunications services to businesses, large enterprises and communications service providers. XO Comms offers a broad portfolio of services, including local and long distance voice, dedicated Internet access, private networking, data transport and Web hosting services as well as bundled voice and Internet solutions. Nextlink -- http://www.nextlink.com/-- provides broadband wireless services to the wireless and wireline communications service provider, business and government markets. * BOND PRICING: For the week of November 6 -- November 10, 2006 --------------------------------------------------------------- Issuer Coupon Maturity Price ------ ------ -------- ----- ABC Rail Product 10.500% 12/31/04 0 Adelphia Comm. 6.000% 02/15/06 1 Adelphia Comm. 3.250% 05/01/21 0 Allegiance Tel. 11.750% 02/15/08 41 Allegiance Tel. 12.875% 05/15/08 41 Amer & Forgn Pwr 5.000% 03/01/30 64 Amer Color Graph 10.000% 06/15/10 69 Antigenics 5.250% 02/01/25 66 Anvil Knitwear 10.875% 03/15/07 69 Archibald Candy 10.000% 11/01/07 0 ATA Holdings 13.000% 02/01/09 4 Atlantic Coast 6.000% 02/15/34 13 Autocam Corp. 10.875% 06/15/14 51 Bank New England 9.500% 02/15/96 13 Bank New England 8.750% 04/01/99 6 BBN Corp 6.000% 04/01/12 0 Budget Group Inc 9.125% 04/01/06 0 Burlington North 3.200% 01/01/45 58 Calpine Corp 10.500% 05/15/06 75 Calpine Corp 8.750% 07/15/07 74 Calpine Corp 7.875% 04/01/08 74 Calpine Corp 7.750% 04/15/09 73 Calpine Corp 8.625% 08/15/10 52 Calpine Corp 8.500% 02/15/11 52 Calpine Corp 6.000% 09/30/14 42 Calpine Corp 7.750% 06/01/15 35 Calpine Corp 4.750% 11/15/23 51 Cell Therapeutic 5.750% 06/15/08 70 Central Tractor 10.625% 04/01/07 0 Chic East Ill RR 5.000% 01/01/54 57 Clark Material 10.750% 11/15/06 0 Collins & Aikman 10.750% 12/31/11 4 Comcast Corp 2.000% 10/15/29 41 Cooper Standard 8.375% 12/15/14 74 Dal-Dflt09/05 9.000% 05/15/16 35 Dana Corp 9.000% 08/15/11 74 Dana Corp 5.850% 01/15/15 72 Dana Corp 7.000% 03/15/28 69 Dana Corp 7.000% 03/01/29 69 Delco Remy Intl 11.000% 05/01/09 50 Delco Remy Intl 9.375% 04/15/12 41 Delta Air Lines 7.700% 12/15/05 36 Delta Air Lines 9.250% 12/27/07 29 Delta Air Lines 10.000% 08/15/08 39 Delta Air Lines 7.900% 12/15/09 38 Delta Air Lines 10.125% 05/15/10 36 Delta Air Lines 10.375% 02/01/11 34 Delta Air Lines 9.750% 05/15/21 35 Delta Air Lines 9.250% 03/15/22 35 Delta Air Lines 10.375% 12/15/22 37 Delta Air Lines 8.000% 06/03/23 37 Delta Air Lines 2.875% 02/18/24 36 Delta Air Lines 8.300% 12/15/29 39 Delta Air Lines 10.000% 06/01/11 70 Delta Air Lines 10.060% 01/02/16 73 Delta Mills Inc 9.625% 09/01/07 23 Deutsche Bank NY 8.500% 11/15/16 71 Diamond Triumph 9.250% 04/01/08 71 Diva Systems 12.625% 03/01/08 1 Dov Pharmaceutic 2.500% 01/15/25 50 Drum Financial 12.875% 09/15/99 0 Dura Operating 9.000% 05/01/09 6 Dura Operating 8.625% 04/15/12 27 Duty Free Int'l 7.000% 01/15/04 0 DVI Inc 9.875% 02/01/04 8 E.Spire Comm Inc 13.750% 07/15/07 0 E.Spire Comm Inc 10.625% 07/01/08 0 Eagle Family Food 8.750% 01/15/08 74 Empire Gas Corp 9.000% 12/31/07 1 Epix Medical Inc 3.000% 06/15/24 71 Exodus Comm Inc 10.750% 12/15/09 0 Exodus Comm Inc 11.625% 07/15/10 0 Fedders North AM 9.875% 03/01/14 70 Federal-Mogul Co. 8.330% 11/15/01 63 Federal-Mogul Co. 8.370% 11/15/01 61 Federal-Mogul Co. 8.370% 11/15/01 63 Federal-Mogul Co. 8.160% 03/06/03 65 Federal-Mogul Co. 8.250% 03/03/05 65 Federal-Mogul Co. 7.375% 01/15/06 68 Federal-Mogul Co. 8.800% 04/15/07 68 Federal-Mogul Co. 7.500% 01/15/09 68 Finova Group 7.500% 11/15/09 30 Ford Motor Co 7.125% 11/15/25 74 Ford Motor Co 6.625% 02/15/28 73 Ford Motor Co 7.750% 06/15/43 75 Ford Motor Co 7.400% 11/01/46 73 Ford Motor Co 7.700% 05/15/97 74 GB Property Fndg 11.000% 09/29/05 57 Golden Books Pub 10.750% 12/31/04 0 GST Network Fndg 10.500% 05/01/08 0 Gulf Mobile Ohio 5.000% 12/01/56 75 HNG Internorth 9.625% 03/15/06 38 Home Prod Intl 9.625% 05/15/08 71 Imperial Credit 9.875% 01/15/07 0 Inland Fiber 9.625% 11/15/07 64 Insight Health 9.875% 11/01/11 25 Iridium LLC/CAP 10.875% 07/15/05 24 Iridium LLC/CAP 11.250% 07/15/05 25 Iridium LLC/CAP 13.000% 07/15/05 26 Iridium LLC/CAP 14.000% 07/15/05 25 Isolagen Inc. 3.500% 11/01/24 75 IT Group Inc 11.250% 04/01/09 0 JTS Corp 5.250% 04/29/02 0 Kaiser Aluminum 9.875% 02/15/02 30 Kaiser Aluminum 12.750% 02/01/03 7 Kellstrom Inds 5.750% 10/15/02 0 Kellstrom Inds 5.500% 06/15/03 0 Tom's Foods Inc 10.500% 11/01/04 9 Kmart Corp 9.350% 01/02/20 10 Kmart Funding 9.440% 07/01/18 23 Liberty Media 4.000% 11/15/29 67 Liberty Media 3.750% 02/15/30 62 Lifecare Holding 9.250% 08/15/13 59 Macsaver Financl 7.400% 02/15/02 5 Macsaver Financl 7.875% 08/01/03 5 Macsaver Financl 7.600% 08/01/07 5 Merisant Co 9.500% 07/15/13 63 MHS Holdings Co 16.875% 09/22/04 0 Movie Gallery 11.000% 05/01/12 66 MSX Int'l Inc. 11.375% 01/15/08 73 Muzak LLC 9.875% 03/15/09 62 New Orl Grt N RR 5.000% 07/01/32 70 Northern Pacific RY 3.000% 01/01/47 57 Northern Pacific RY 3.000% 01/01/47 57 Northwest Airlines 9.179% 04/01/10 27 Northwest Airlines 6.625% 05/15/23 63 Northwest Airlines 7.625% 11/15/23 63 Northwest Airlines 8.875% 06/01/06 63 Northwest Airlines 8.700% 03/15/07 65 Northwest Airlines 9.875% 03/15/07 66 Northwest Airlines 7.875% 03/15/08 63 Northwest Airlines 10.000% 02/01/09 64 Northwest Airlines 9.152% 04/01/10 7 NTK Holdings Inc 10.750% 03/01/14 70 Nutritional Src 10.125% 08/01/09 66 Oakwood Homes 7.875% 03/01/04 9 Oakwood Homes 8.125% 03/01/09 9 Oscient Pharm 3.500% 04/15/11 70 OSU-DFLT10/05 13.375% 10/15/09 0 Outboard Marine 7.000% 07/01/02 0 Outboard Marine 9.125% 04/15/17 0 Overstock.com 3.750% 12/01/11 70 Pac-West-Tender 13.500% 02/01/09 64 PCA LLC/PCA Fin 11.875% 08/01/09 19 Pegasus Satellite 9.750% 12/01/06 11 Pegasus Satellite 13.500% 03/01/07 0 Pegasus Satellite 12.375% 08/01/08 11 Pegasus Satellite 9.625% 10/15/49 13 Phar-mor Inc 11.720% 09/11/02 2 Piedmont Aviat 10.250% 01/15/49 3 Pixelworks Inc 1.750% 05/15/24 69 Plainwell Inc 11.000% 03/01/08 2 Pliant Corp 13.000% 07/15/10 53 Polaroid Corp 7.250% 01/15/07 0 Polaroid Corp 11.500% 02/15/06 0 Primus Telecom 12.750% 10/15/09 73 Primus Telecom 3.750% 09/15/10 39 Primus Telecom 8.000% 01/15/14 58 PSINET Inc 11.000% 08/01/09 0 Radnor Holdings 11.000% 03/15/10 12 Railworks Corp 11.500% 04/15/09 1 Read-Rite Corp. 6.500% 09/01/04 8 RJ Tower Corp. 12.000% 06/01/13 15 Scotia Pac Co 7.110% 01/20/14 75 Spinnaker Inds 10.750% 10/15/06 0 Tribune Co 2.000% 05/15/29 67 Trism Inc 12.000% 02/15/05 0 United Air Lines 8.700% 10/07/08 39 United Air Lines 9.210% 01/21/17 7 United Air Lines 9.200% 03/22/08 49 United Air Lines 9.300% 03/22/08 49 United Air Lines 9.350% 04/07/16 33 United Air Lines 10.020% 03/22/14 52 United Air Lines 10.110% 01/05/06 3 United Air Lines 10.110% 02/19/49 48 United Air Lines 10.850% 02/19/15 48 United Homes Inc 11.000% 03/15/05 0 US Air Inc. 10.800% 01/01/49 10 US Air Inc. 10.750% 01/15/49 0 Venture Holdings 11.000% 06/01/07 0 Venture Holdings 12.000% 06/01/09 0 Vesta Insurance Group 8.750% 07/15/25 9 Werner Holdings 10.000% 11/15/07 8 Wheeling-Pitt St 6.000% 08/01/10 70 Winstar Comm Inc 12.500% 04/15/08 0 Winstar Comm Inc 12.750% 04/15/10 0 World Access Inc 13.250% 01/15/08 5 Xerox Corp 0.570% 04/21/18 43 Ziff Davis Media 12.000% 07/15/10 42 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marie Therese V. Profetana, Robert Max Victor M. Quiblat II, Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A. 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