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/raid1/www/Hosts/bankrupt/TCR_Public/070611.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, June 11, 2007, Vol. 11, No. 137 Headlines ADVANCED MICRO: Shares Rise as Lehman Ups Target Price ALGOMA STEEL: High Debt Leverage Cues S&P's B Credit Rating ALL AMERICAN: Completes Sale to Rock River for $15.2 Million AMERICAN AXLE: S&P Rates Proposed $250 Million Term Loan at BB AMERICAN TISSUE: Trustee Wants to Hire National Recovery as Finder ANDREW CORP: Seeks New Buyer After Failed Kimball-Hill Agreement ANN-LEE CONSTRUCTION: Wants Excl. Plan Filing Moved to Sept. 19 AXIA INC: Construction Downturn Prompts S&P's Negative Watch BIOMET INC: Private Equity Consortium Ups Offer to $11.4 Billion BIOMET INC: Regains Nasdaq Listing Compliance BIOMET INC: Moody's May Downgrade All Ratings After Review CDRSVM ACQUISITION: Moody's Rates $3.35 Billion Facility at B1 CENTRAL GARDEN: Expects Lower Results for Quarter Ending June 30 CENTRAL GARDEN: James Heim to Continue as Pet Products Group Pres. CENTRAL GARDEN: Likely Low Results Prompt S&P's Negative Watch CINCINNATI BELL: S&P Lifts Rating on Senior Unsecured Debt to BB CITY OF MCCALL: Plans Initial Payment to Avoid Bankruptcy COLLINS & AIKMAN: Wants to Sell Adrian Assets to Magna Car CUSTOM FOOD: Files Schedules of Assets and Liabilities CUSTOM FOOD: Taps Imperial Capital as Financial Advisor CWABS ASSET: Moody's Rates Class B Certificates at (P)Ba1 DAIMLERCHRYSLER: Warrant Holder Wants to Exercise Right to Trust DAY INTERNATIONAL: Completes Sale to Flint Group DAY INT'L: Flint Buyout Completion Cues S&P to Withdraw Ratings DELPHI CORP: Court Approves $10.5 Million Umicore Settlement DELPHI CORP: Wants to Further Employ Ernst & Young as Auditors DELTA PETROLEUM: Hank Brown and John Wallace Joins Board DILLARD'S INC: Board Declares $0.04 Per Share Cash Dividend DRUMMOND CO: Moody's Affirms Corporate Family Rating at Ba3 EINSTEIN NOAH: Prices 5 Million Common Stock Public Offering FEDERAL-MOGUL: Modifies 4th Amended Plan to Address Objections FIRST CHICAGO/LENNAR: Fitch Holds CCC Rating on Class G Certs. FORT DEARBORN: S&P Rates $175 Million Senior Facilities at B GMAC 2005-C1: Fitch Puts Low-B Ratings on Five Certificates HEXION SPECIALTY: S&P Revises Recovery Ratings on 2nd-Lien Notes HOLLISTON MILLS: Sec. 341(a) Creditors' Meeting Slated for June 29 HOLLISTON MILLS: U.S. Trustee Picks 5-Member Creditors' Committee HOLLISTON MILLS: Files Schedules of Assets and Liabilities KOOSHAREM CORP: Moody's Junks Rating on Proposed $100 Million Debt KRONOS INC: Shareholders Okay Hellman & Friedman Merger Deal LEHMAN ABS: Moody's Rates Classes M10 & M11 Certs. at Low-B MANITOWOC COMPANY: Wants to Redeem 10-1/2% Senior Notes MEDCATH HOLDINGS: Ongoing Debt Repayments Cue S&P's Pos. Outlook MIDWEST LUMBER: Selling 2 Indiana Facilities at June 15 Auction MORGAN STANLEY: Moody's Rates Class B-4 Certificates at Ba1 N.C.P. MARKETING: Chapter 11 Trustee Wants Case Converted NORD RESOURCES: Completes Offering of Special Warrants NORD RESOURCES: March 31 Balance Sheet Upside-Down by $6.2 Million PREMIERE PUBLISHING: March 31 Balance Sheet Upside-Down by $1.4MM QUALITY HOME: S&P Withdraws Ratings at Company's Request QWEST CORP: S&P Upgrades Rating on Senior Unsecured Debt RESIDENTIAL REINSURANCE: S&P Puts Low-B Ratings on Five Notes RUMFORD ENERGY: Has Until July 20 to File Additional Documents SAI HOLDING: Exclusive Plan Filing Period Extended Until August 6 SAI HOLDINGS: Wants Court's OK to Hire DoveBid Inc. as Auctioneers SAMARITAN HOSPITAL: Court Okays Sale to UK HealthCare SAMARITAN HOSPITAL: Court OKs Bunch & Brock as Bankruptcy Counsel SAMARITAN HOSPITAL: Gess Mattingly Approved as General Counsel SELECT MEDICAL: Cancels Stock Purchase Agreement with Nexus Health SERVICEMASTER CO: S&P Rates $3.35 Billion Senior Facilities at B+ SILVERWING ENERGY: Gets Extension on Tomahawk Agreement to Dec. 31 SMART MODULAR: Ezra Perlman Resigns as Director SOVRAN SELF: Board Declares Quarterly Dividend of $0.62 per Share STEAKHOUSE PARTNERS: Posts $692,000 Net Loss in Qtr. Ended Mar. 27 TOWER AUTOMOTIVE: Inks Asset Purchase Pact with TA Acquisition TOWER AUTOMOTIVE: Lexington Wants Adequate Assurance on Lease TSG INC: Files Disclosure Statement in Oklahoma UNIVERSAL HOSPITAL: PwC Dismissed as Accountants URSTADT BIDDLE: Directors Confirm Common Stock Quarterly Dividends VARIETAL DISTRIBUTION: Moody's Puts Corporate Family Rating at B3 VWR INT'L: Pending Madison Dearborn Deal Cues S&P to Hold B Rating W.R. GRACE: Wants to Contribute $71.8 Million to Retirement Plans W.R. GRACE: Inks Settlement Pact with Trumbull Memorial WACHOVIA AUTO: Fitch Rates $50 Million Class E Notes at BB WACHOVIA AUTO: S&P Rates $50 Million Class E Notes at BB WACHOVIA BANK: S&P Puts Low-B Ratings on Five Certificate Classes WESCORP ENERGY: Completes $2.25 Million Sale of Debentures WHERIFY WIRELESS: Appoints Vincent Sheeran as Chief Exec. Officer * Anthony Gehringer Joins Clear Thinking as Manager * BOND PRICING: For the week of June 4 - June 8, 2007 ********* ADVANCED MICRO: Shares Rise as Lehman Ups Target Price ------------------------------------------------------ Advanced Micro Devices Inc.'s shares last Friday went up by as much as 3.4% after Lehman Brothers upped its price target from $13 to $15, Reuters reports. In making the determination, Lehman cited the company's near-term second-quarter outlook, the report further discloses. Advanced Micro Devices -- http://www.amd.com/-- (NYSE: AMD) designs and manufactures microprocessors and other semiconductor products. * * * As reported in the Troubled Company Reporter on May 2, 2007, Moody's Investors Service affirmed AMD's B1 corporate family rating while revising to Ba2 from Ba3 the ratings on both the currently secured $390 million notes due 2012 (2012 Note) and the $1.7 billion remainder of the original $2.5 billion term loan due 2013. The rating outlook remains negative. ALGOMA STEEL: High Debt Leverage Cues S&P's B Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Algoma Steel Inc. The outlook is stable. At the same time, S&P assigned a 'BB-' rating to the company's proposed $450 million first-lien term loan due 2013 with a recovery rating of '1'. S&P also assigned a 'B-' rating to the company's proposed $450 million senior unsecured notes due 2015. "The ratings on Algoma Steel reflect its limited operating diversity, high debt leverage, and exposure to the volatile North American steel industry," said Standard & Poor's credit analyst Donald Marleau. "These risks are counterbalanced by a good cost profile and good integration of key inputs." Algoma Steel will be 100% acquired by Essar Steel Holdings Ltd. later in June 2007 for $1.6 billion, financed in part with $1.1 billion of new debt issued by Algoma Steel. The rated debt is non-recourse to Essar, and hence, the ratings reflect only Algoma's standalone credit quality. The ownership by Essar is not currently a significant rating factor, but it may become increasingly important if Essar uses Algoma as an aggressive growth vehicle to execute its North American strategy. ALL AMERICAN: Completes Sale to Rock River for $15.2 Million ------------------------------------------------------------ All American Semiconductor, Inc., on Friday, completed the sale of substantially all of its assets to Rock River Capital LLC and the Company's senior secured lenders for which Harris N.A. acts as agent. The aggregate purchase price was $15.2 million, which will be paid to the senior secured lenders in the form of a reduction in their secured claim. As previously stated, Rock River Capital was the successful bidder for substantially all of the company's operating assets and is expected to continue to operate the acquired assets as a going concern business utilizing All American's 42 years of experience and service to the industry. The company's senior secured lenders were the successful bidders for the company's accounts receivable. None of the company's commercial tort claims or avoidance actions was sold. About All American Semiconductor Based in Miami, Florida, All American Semiconductor Inc. (Pink Sheets: SEMI.PK) -- http://www.allamerican.com/-- is a distributor of electronic components manufactured by others. The company distributes a full range of semiconductors including transistors, diodes, memory devices, microprocessors, microcontrollers, other integrated circuits, active matrix displays and various board-level products. All American also distributes passive components such as capacitors, resistors and inductors; and electromechanical products such as power supplies, cable, switches, connectors, filters and sockets. The company also offers complete solutions for flat panel display products. In total, the company offers approximately 40,000 products produced by approximately 60 manufacturers. The company has 36 strategic locations throughout North America and Mexico, as well as operations in China and Western Europe. The company and its debtor-affiliates filed for Chapter 11 protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No. 07-12963). Tina M. Talarchyk, Esq., at Squire Sanders & Dempsey LLP, in West Palm Beach, Florida, represents the Debtors. Jerry M. Markowitz, Esq., at Markowitz, Davis, Ringel & Trusty, P.A., and William M. Hawkins, Esq., at Loeb & Loeb LLP, represents the Committee. As of Feb. 28, 2007, total assets was $117,634,000 and total debts was $106,024,000. AMERICAN AXLE: S&P Rates Proposed $250 Million Term Loan at BB -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' rating to American Axle & Manufacturing Inc.'s proposed $250 million senior unsecured term loan due 2012. The parent company, American Axle & Manufacturing Holdings Inc., is the guarantor. Proceeds are expected to be used to repay existing debt. In addition, the 'BB' corporate credit ratings on the Detroit- based auto supplier and its parent company were affirmed. The rating outlook is negative. "The ratings on American Axle reflect the risks associated with the company's heavy dependence on General Motors Corp. (GM; B/Negative/B-3) SUVs and pickup trucks, current relatively narrow product range, and exposure to cyclical and competitive markets," said Standard & Poor's credit analyst Robert Schulz. The ratings could be lowered if free cash flow generation remains negative during 2007, reducing the company's cash balances. Potential causes for negative cash flow would include substantially weaker demand for GM's light trucks. S&P could also lower the rating if GM's credit profile were to substantially weaken. On the other hand, the outlook could be revised to stable if the company improves its customer and product diversity through acquisitions or investments that do not cause credit measures to weaken, or if demand for light trucks stabilizes or strengthens. AMERICAN TISSUE: Trustee Wants to Hire National Recovery as Finder ------------------------------------------------------------------ Christine C. Shubert, the Chapter 7 Trustee appointed for American Tissue Inc. and its debtor-affiliates' liquidation proceedings, asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ National Recovery Services Inc. as her finder. The Trustee wants National Recovery to assist in the recovery of the Debtors' commercial insurance antitrust litigation claim. National Recovery discloses that it found a claim of over $121,800,000 to pay out in the claim for purchasers or reinsurance of commercial insurance. The Trustee will pay National Recovery 1/3 of the total amount of recovered claim. W. Shannon Hamilton, National Recovery's vice president, assures the Court that he does not hold any interest adverse to the Debtors' estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Ms. Hamilton can be reached at: W. Shannon Hamilton National Recovery Inc. 11334 Roselawn Avenue West St. Paul, Minnesota 55113 Tel: (520) 407-8350 Fax: (520) 407-8351 http://www.accountsreceivablesolutions.com/ American Tissue Inc. is an integrated manufacturer of tissue products and pulp and paper in North America, with a comprehensive product line that includes jumbo tissue rolls for converting and converted tissue products for end-use. The company filed for Chapter 11 protection on September 10, 2001 (Bankr. Del. Case No. 01-10370). On April 22, 2004, the Court converted the Debtors cases to chapter 7 liquidation proceedings. Christine C. Shubert, serves as Chapter 7 Trustee for the Debtors' estates. Bernard George Conaway, Esq., at Fox Rothschild LLP, represents the Chapter 7 Trustee. Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young & Jones, represents the Debtors. Dmitry Pilipis, Esq., and Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it estimated assets and debts of more than $100 million. ANDREW CORP: Seeks New Buyer After Failed Kimball-Hill Agreement ---------------------------------------------------------------- Andrew Corporation seeks a new residential, commercial or industrial buyer for the remaining portion of its former Orland Park, Illinois, manufacturing and headquarters location after Kimball-Hill Homes failed to close on the purchase of the 73-acre property. As previously disclosed, Andrew and Kimball-Hill signed a contract in August 2005 for the purchase of Andrew's 103-acre Orland Park property in two phases, the first of which involved 30 acres and closed in 2006 for net proceeds of approximately $9 million. The second phase, involving 73 acres that include the former cable manufacturing and corporate headquarters buildings, was contracted to sell for $16.5 million and did not close as required by May 31, 2007. As a result, Kimball-Hill has forfeited to Andrew $2.5 million in earnest money and refunded approximately $1.1 million of unused funds from a $1.7 million escrow account established by Andrew for any required environmental remediation. "The buyer's decision to not proceed with closing on the second phase of our agreement delays the process, but doesn't change our focus on selling our remaining 73 acres of highly desirable property in Orland Park," said Marty Kittrell, chief financial officer, Andrew Corporation. "We have restarted the sales process with The Staubach Company and are beginning discussions with interested residential, commercial and industrial parties immediately." The company previously reported in its May 3, 2007 earnings release that it expected a $0.06 per share gain in the fiscal third quarter from the second phase of the sale of the Orland Park property. As a result of Kimball-Hill's failure to close, the company now expects to record a gain of $0.02 per share in its fiscal third quarter related to the earnest money, instead of the previously expected $0.06 per share gain. The foregoing change in estimate has no impact on the company's previous non-GAAP fiscal 2007 earnings guidance. The company intends to update annual guidance when it reports fiscal third quarter results. The Orland Park property status has no effect on Andrew's office and manufacturing relocations to Westchester and Joliet. The company's corporate headquarters relocated to west suburban Westchester in early 2006, while the move to a newly constructed North American cable manufacturing and office facility in Joliet was completed this spring. About Andrew Corporation Headquartered in Westchester, Illinois, Andrew Corporation (NASDAQ: ANDW) -- http://www.andrew.com/-- designs, manufactures and delivers equipment and solutions for the global communications infrastructure market. The company serves operators and original equipment manufacturers from facilities in 35 countries, that includes, among others, China, India, Italy, Czech Republic, Argentina, Bahamas, Belize, Barbados, Bermuda and Brazil. * * * Standard & Poor's Ratings Services, in March 2007, affirmed its 'BB' corporate credit and other ratings on Andrew Corp. ANN-LEE CONSTRUCTION: Wants Excl. Plan Filing Moved to Sept. 19 --------------------------------------------------------------- Ann-Lee Construction and Supply Company Inc. asks the United Sates Bankruptcy Court for the Western District of Pennsylvania to further extend its exclusive period to file a Chapter 11 Plan of Reorganization to Sept. 19, 2007 The Debtor's exclusive period is set to expire on June 19, 2007. The Debtor discloses that it will be unable to file a viable plan before the June 19 deadline despite its full compliance with all Chapter 11 operating guidelines, including the timely filing of all monthly financial reports and payment of all U.S. Trustee quarterly. Based in Saltsburg, Pennsylvania, Ann-Lee Construction and Supply Company, Inc. offers construction consulting & management services. The company filed for Chapter 11 protection on Jan. 11, 2007 (Bankr. W.D. Pa. Case No. 07-20226). Michael J. Henny, Esq. and Joseph V. Luvara, Esq. represent the Debtor in its restructuring efforts. Kirk B. Burkley, Esq., at Bernstein Law Firm PC, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed estimated assets and debts of $1 million to $100 million. AXIA INC: Construction Downturn Prompts S&P's Negative Watch ------------------------------------------------------------ Standard & Poor's Ratings Services placed its 'B' corporate credit and other ratings on Axia Inc. on CreditWatch with negative implications. The company had total debt outstanding of $155 million at March 31, 2007. "The CreditWatch listing reflects our expectation that the ongoing downturn in residential construction will continue to weaken in the company's end markets, which are concentrated in California and Florida," said Standard & Poor's credit analyst Sean McWhorter. "As a result, we expect the company's overall operating performance in 2007 to be significantly below prior expectations, resulting in a material weakening of credit measures from current levels. In addition, the potential exists for the company to violate its bank agreement covenants, including its minimum interest coverage and maximum total leverage ratio." Duluth, Georgia-based Axia manufactures automatic tape finishing tool rentals for drywall joints under the Ames name. Mr. McWhorter said, "In resolving the CreditWatch listing, we will meet with management and evaluate its near-term operating expectation and the impact this will have on the company's consolidated credit metrics and liquidity position." BIOMET INC: Private Equity Consortium Ups Offer to $11.4 Billion ---------------------------------------------------------------- Biomet Inc.'s Board of Directors has unanimously recommended to shareholders an increased offer from a private equity consortium to acquire Biomet for $46.00 per share in cash, or an equity value of $11.4 billion. Under the terms of the revised merger agreement, the consortium -- which includes affiliates of the Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co. and TPG -- will commence a tender offer on or before June 14, 2007, to acquire all of the outstanding shares of Biomet's common stock. Following completion of the tender offer, the consortium will complete a second-step merger in which any remaining common shares of Biomet will be converted into the right to receive the same per share price paid in the tender offer. The $46.00 per share offer price represents a premium of 32.3% over the closing price of Biomet's common stock on April 3, 2006, the trading day prior to public speculation that the company was exploring strategic alternatives. Biomet subsequently confirmed on April 6, 2006 that it had retained Morgan Stanley to assist it in exploring strategic alternatives. Morgan Stanley's Opinion Morgan Stanley has provided the Board of Directors with its opinion that, as of June 6, 2007 and subject to qualifications and assumptions, the consideration to be received pursuant to the revised merger agreement is fair from a financial point of view to holders of Biomet common stock. "We believe the proposed price for the transaction is fair to Biomet's shareholders. We also believe that the investor group's tender offer will deliver superior value to Biomet's shareholders in a more efficient and more immediate fashion than the process provided by the original merger agreement. Moreover, this revised offer provides greater certainty and visibility to completion of the transaction," said Niles L. Noblitt, Chairman of the Board. In a statement, the sponsor group said: "Our offer empowers current shareholders who have an economic interest in Biomet common shares to realize significant value in a timely manner and represents the absolute limit of our ability to structure an appropriate buyout of Biomet. We are pleased that the consortium will be in a position to provide the company with financial and operational resources to support its future growth." Completion of the tender offer is subject to the condition that at least 75% of the Biomet common shares have been tendered in the offer - the same percentage approval requirement as with the previous merger structure. The amended merger agreement permits the investor group to revise the condition regarding minimum acceptance of the tender offer to decrease the minimum acceptance threshold to a number that, together with shares whose holders have agreed to vote to approve the second-step merger, represents at least 75% of the Biomet common shares. The tender offer will expire at midnight, New York time, on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the offer and the applicable rules and regulations of the Securities and Exchange Commission. The tender offer and subsequent merger are subject to customary conditions for transactions of this type. Morgan Stanley & Co. Incorporated is acting as financial advisor to the Board of Biomet, Inc. and to Biomet, Inc. Kirkland & Ellis LLP is legal counsel to Biomet, Inc. and Simpson Thacher & Bartlett LLP is legal counsel to the independent directors of the Board of Biomet, Inc. Banc of America Securities LLC is acting as lead M&A advisor and Goldman, Sachs & Co. is acting as M&A advisor to the private equity consortium. Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor to the private equity consortium. Shareholders' Meeting Deferred As a result of the revised merger agreement and tender offer, Biomet has cancelled the special meeting of shareholders previously scheduled last Friday, June 8, 2007 to consider and vote on the original merger agreement announced on December 18, 2006, and related transactions. Furthermore, as part of the revised merger agreement, Biomet has agreed not to pay its annual dividend. About The Blackstone Group The Blackstone Group -- http://www.blackstone.com-- is a global alternative asset manager and provider of financial advisory services. About Goldman Sachs Capital Partners Founded in 1869, Goldman Sachs is one of the oldest and largest investment banking firms. Goldman Sachs is also a global private corporate equity and mezzanine investing company. Established in 1991, the GS Capital Partners Funds are part of the firm's Principal Investment Area in the Merchant Banking Division, which has formed 13 investment vehicles aggregating $56 billion of capital to date. About Kohlberg Kravis Roberts & Co. Kohlberg Kravis Roberts & Co. (KKR) is one of the world's oldest and most experienced private equity firms specializing in management buyouts. Founded in 1976, it has offices in New York, Menlo Park, London, Paris, Hong Kong, and Tokyo. About TPG TPG -- http://www.tpg.com-- is a private investment partnership that was founded in 1992 and currently has more than $30 billion under management. The firm has offices in San Francisco, London, Hong Kong, Fort Worth and other locations globally. About Biomet Biomet Inc. and its subsidiaries design, manufacture, and market products used primarily by musculoskeletal medical specialists in both surgical and non-surgical therapy. Headquartered in Warsaw, Indiana, Biomet and its subsidiaries currently distribute products in more than 100 countries. BIOMET INC: Regains Nasdaq Listing Compliance --------------------------------------------- Biomet Inc. disclosed that it received a letter from the Nasdaq Listing Qualifications Panel stating that Biomet has evidenced compliance with the Panel's prior decisions and all applicable Nasdaq Marketplace Rules, and that the Panel has determined to continue the listing of Biomet's common shares on the NASDAQ Global Select Market. Biomet Inc. and its subsidiaries design, manufacture, and market products used primarily by musculoskeletal medical specialists in both surgical and non-surgical therapy. Headquartered in Warsaw, Indiana, Biomet and its subsidiaries currently distribute products in more than 100 countries. BIOMET INC: Moody's May Downgrade All Ratings After Review ---------------------------------------------------------- Moody's Investors Service placed all of the provisional ratings of Biomet, Inc. under review for possible downgrade following the announcement that a private equity consortium has increased the price of its offer to purchase the company to $11.4 billion from about $10.9 billion. Moody's rating review will consider: (1) how the company and its sponsors plan to fund the additional $500 million in purchase price; (2) implications for de-leveraging and credit measures; and (3) any changes to liquidity. "Our initial ratings and negative outlook already considered extraordinarily high debt levels and the need to focus on de- leveraging," Diana Lee, a Senior Credit Officer at Moody's said. "Assuming this new price is funded with additional debt, the ratings may not hold." Ratings placed under review for possible downgrade: * Biomet, Inc. -- Corporate family rating at (P)B2; -- Asset backed revolver at (P)Ba2, (LGD2, 14%); -- Secured cash draw revolver at (P)B1, (LGD3, 36%); -- Secured term loan at (P)B1, (LGD3, 36%); -- Unsecured senior notes at (P)B3, (LGD4, 63%); -- Unsecured PIK option notes at (P)B3, (LGD4, 63%); -- Unsecured subordinated notes at (P)Caa1, (LGD6, 93%); -- PDR at B2; -- SGL-2. Biomet, Inc, based in Warsaw, Indiana, is one of the leading manufacturers of orthopedic implants, specializing in reconstructive devices. CDRSVM ACQUISITION: Moody's Rates $3.35 Billion Facility at B1 -------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and a B1 rating to the $3.35 billion proposed senior secured credit facility of CDRSVM Acquisition Co., Inc., the acquisition vehicle for the pending leveraged buyout of The ServiceMaster Company. CDRSVM is expected to merge with and into ServiceMaster in connection with the closing of the leveraged buyout. The $3.35 billion credit facility consists of a $2.65 billion senior secured term loan, a $500 million senior secured revolver, and a $200 million senior secured synthetic letter of credit facility. The rating outlook for CDRSVM is stable. On March 19, 2007, Moody's placed the Baa3 senior unsecured debt ratings of ServiceMaster on review for possible downgrade following the announcement that the company had entered into a definitive agreement to be acquired by an investment group led by Clayton, Dubilier & Rice, Inc. for a total enterprise value of approximately $5.2 billion, including the assumption of existing debt and related fees and expenses. The transaction has been approved by the Board of Directors of ServiceMaster and is anticipated to close in July 2007, subject to the receipt of regulatory and shareholder approvals. The buyout is expected to be financed with the proceeds from the $2.65 billion senior secured term loan, $1.15 billion in senior unsecured notes and an equity contribution of approximately $1.43 billion. The $2.65 billion term loan includes a $240 million delayed draw tranche that may be used within 45 days of the closing to redeem existing senior unsecured notes in an aggregate principal amount of $228 million maturing in 2007 and 2009. Existing notes with an aggregate principal amount of $357 million maturing in 2018, 2027 and 2038 are expected to remain in the post-acquisition capital structure. Moody's will take action to downgrade ServiceMaster's existing senior unsecured notes once substantially all material conditions to the merger are satisfied. Any such notes remaining in the capital structure will likely be downgraded to Caa1 and the ratings on any notes redeemed at closing will be withdrawn. The B2 Corporate Family Rating is supported by leading market positions and brands in large end-markets, favorable geographic and service line diversification and stable financial performance. In addition, strategic initiatives to reduce costs and improve retention rates should drive performance improvements in the intermediate term. The ratings are constrained by weak credit metrics pro forma for the buyout and significant competition from local, regional and national competitors. These ratings/(assessments) were assigned to CDRSVM Acquisition Co., Inc.: -- $2.65 billion 7 year senior secured term loan B, B1 (LGD3, 33%); -- $500 million 6 year senior secured revolving credit facility, B1 (LGD3, 33%); -- $200 million 7 year senior secured synthetic letter of credit facility, B1 (LGD3, 33%); -- Corporate Family Rating, B2; -- Probability of Default Rating, B2. The stable outlook anticipates moderate organic revenue growth and EBITDA improvement (excluding non-recurring charges) over the next 12-18 months. Cash flow, leverage and interest coverage are expected to remain weak for the rating category during this period. These ratings of The ServiceMaster Company remain on review for downgrade: -- $49 million senior unsecured notes due 2007, Baa3; -- $179 million senior unsecured notes due 2009, Baa3; -- $79.5 million senior unsecured notes due 2018, Baa3; -- $195 million senior unsecured notes due 2027, Baa3; -- $83 million senior unsecured notes due 2038, Baa3; -- $300 million medium term note program, Baa3; -- Senior unsecured shelf registration, (P)Baa3. Based in Memphis, ServiceMaster is a leading provider of outsourcing services to residential and commercial customers, primarily in the United States. Its services include lawn care, landscape maintenance, termite and pest control, home warranty, disaster response and reconstruction, cleaning and disaster restoration, house cleaning, furniture repair, and home inspection. For the fiscal year ended Dec. 31, 2006, the company generated revenue of approximately $3.4 billion. CENTRAL GARDEN: Expects Lower Results for Quarter Ending June 30 ---------------------------------------------------------------- Central Garden & Pet Company expects results for its fiscal third quarter ending June 30, 2007, and for the full fiscal year, to be lower than the current range of analyst estimates as reported on First Call. "Based on preliminary end-of-the-month reporting from our operations and retail customers, it is clear that the softness in lawn and garden and pet sales that we experienced in April, and communicated publicly in early May, has continued through May, reflecting the challenging environment overall for retailers as well as unfavorable weather conditions in many parts of the United States," said Glenn Novotny, President and Chief Executive Officer of Central Garden & Pet. "The weather conditions in particular, including the severe drought in the Southeast, have adversely impacted our lawn and garden business. On our third quarter earnings conference call in early August, we will address the financial impact of lower-than-anticipated May sales, including in some of our higher margin categories, and our outlook for the balance of fiscal 2007." About Central Garden Headquartered in Walnut Creek, California, Central Garden & Pet Company (NASDAQ: CENT) -- http://www.central.com/-- markets and produces branded products for the lawn & garden and pet supplies markets. Products are sold to specialty independent and mass retailers. The company also provides a host of other regional and application-specific garden and pet brands and supplies. The company has approximately 5,000 employees, primarily in North America and Europe. The company has a presence in the United Kingdom. CENTRAL GARDEN: James Heim to Continue as Pet Products Group Pres. ------------------------------------------------------------------ Central Garden & Pet Company, on May 31, 2007, entered into an Employment Agreement with James V. Heim. The Employment Agreement, which is effective as of July 9, 2007, the date of termination of Mr. Heim's current employment agreement with the company. The Employment Agreement has an indefinite term and provides that Mr. Heim will serve as President of the company's Pet Products Group at an annual minimum salary of $415,000. He is also eligible for certain other compensation, including an annual bonus targeted at 50% of his base compensation with a maximum payout of 100%, subject to his and the company's performance. In addition, Mr. Heim is eligible for discretionary grants of non-qualified stock options to purchase shares of the Company's Common Stock. The Employment Agreement requires the company to provide Mr. Heim with life insurance, benefits under the company's 401(k) plan, an automobile allowance of $1,000 per month and with fringe benefits generally available to senior executives of the company. If the company terminates Mr. Heim without "cause," as defined in the Employment Agreement, Mr. Heim will receive severance pay consisting of the continuation of his base salary for a one-year period. In connection with the execution of the Employment Agreement, the company and Mr. Heim entered into a Post Employment Consulting Agreement and an Agreement to Protect Confidential Information, Intellectual Property and Business Relationships. About Central Garden Headquartered in Walnut Creek, California, Central Garden & Pet Company (NASDAQ: CENT) -- http://www.central.com/-- markets and produces branded products for the lawn & garden and pet supplies markets. Products are sold to specialty independent and mass retailers. The company also provides a host of other regional and application-specific garden and pet brands and supplies. The company has approximately 5,000 employees, primarily in North America and Europe. The company has a presence in the United Kingdom. CENTRAL GARDEN: Likely Low Results Prompt S&P's Negative Watch -------------------------------------------------------------- Standard & Poor's Ratings Services placed all of Central Garden & Pet Co.'s ratings on CreditWatch with negative implications, including its 'BB-'corporate credit rating. This means that ratings could either be lowered or affirmed upon completion of S&P's review. "The CreditWatch action follows the company's announcement that it expects results for the third quarter and full fiscal year ending September 2007 to be below expected levels," said Standard & Poor's credit analyst Patrick Jeffrey. Unfavorable weather and a challenging retailer environment have impacted the company's lawn & garden and pet businesses in the April and May periods of its key third quarter. Earlier in fiscal 2007, the company had revised its outlook for the first quarter because of a shift in seasonal purchases by lawn & garden retailers, lower sales and mix shift within pet bird and small animal products, and higher-than- expected grain costs. In March 2007, Central Garden received an amendment under its bank facility to provide near-term covenant relief as it worked through this challenging operating environment. Continuing challenges may pressure the company's revised bank covenants and may require a further bank amendment. "We will meet with management after third-quarter results are announced in early August, to discuss the company's operating trends and liquidity in order to resolve the CreditWatch listing," said Mr. Jeffrey, adding that it is unlikely the ratings would be lowered more than one notch as a result of this review. CINCINNATI BELL: S&P Lifts Rating on Senior Unsecured Debt to BB ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue rating on Cincinnati Bell Telephone Co.'s senior unsecured debt one notch to 'BB' from 'BB-'. The upgrade follows the introduction of our new issue rating framework, which now incorporates recoveries in all secured issue level ratings. Cincinnati Bell Telephone is a wholly owned local telephone operating subsidiary of Cincinnati Bell Inc. (B+/Negative/--). Although the debt at Cincinnati Bell Telephone is unsecured, it is structurally senior to the $544 million of combined secured bank loan facilities and pari passu notes at Cincinnati Bell Inc. The rating on those facilities and notes was raised to 'BB', from 'B+', as a result of the new methodology. The Cincinnati Bell Inc. bank facility and pari passu notes are secured by a first- lien pledge of stock, but not the assets, of Cincinnati Bell Telephone, with no upstream guarantee from Cincinnati Bell Telephone. The likelihood of default for the senior unsecured debt of Cincinnati Bell Telephone is reflected in the corporate credit rating of B+/Negative/--, which has not changed. However with the introduction of our new issue rating framework, which now incorporates recoveries in all secured issue level ratings, the issue rating on the structurally senior unsecured debt at Cincinnati Bell Telephone has been raised one notch to reflect the very high recovery prospects. Ratings List Cincinnati Bell Telephone Co. Corporate Credit Rating B+/Negative/-- Rating Raised To From -- ---- Senior Unsecured Debt BB BB- CITY OF MCCALL: Plans Initial Payment to Avoid Bankruptcy --------------------------------------------------------- The City of McCall in Idaho intends to make the first payment at the end of the month in an effort to avoid a possible bankruptcy, the Associated Press reports. As previously reported in the Troubled Company Reporter on May 16, 2007, the city was ordered by the U.S. District Court for the District of Idaho to pay around $6 million to companies involved in the construction of a wastewater treatment facility. According to Mayor Bill Robertson, AP relates, the city will pay more than $300,000 using surplus funds. The city then plans to borrow $600,000 to make another payment. AP further relates that the city will also try to obtain a bond. COLLINS & AIKMAN: Wants to Sell Adrian Assets to Magna Car ---------------------------------------------------------- Collins & Aikman Corporation and its debtor-affiliates inform the U.S. Bankruptcy Court for the Eastern District of Michigan of their intention to sell de minimis assets tailored to certain automotive component parts they produce at their Adrian, Michigan facilities to Magna Car Top Systems, Inc., for $443,537. The assets are related to General Motors GMX Solstice Program; DaimlerChrysler Viper Program; Ford S197 Mustang Program. These include: -- 18 Top Gurneys; -- 1 Viper Tack Strip Tooling; -- 6 S197 Datamyte Seal Retainers; and -- 13 Sewing Machine Assemblies with related tables and stands. The subject assets are specifically tailored to certain applications and programs Magna Car will be involved with in the future. The assets are being sold "as-is" and "where-is" with no representations and warranties by the Debtors. The purchaser will incur substantially all costs associated with moving the assets. About Collins & Aikman Headquartered in Troy, Michigan, Collins & Aikman Corporation -- http://www.collinsaikman.com/-- is a global leader in cockpit modules and automotive floor and acoustic systems and is a leading supplier of instrument panels, automotive fabric, plastic-based trim, and convertible top systems. The Company has a workforce of approximately 23,000 and a network of more than 100 technical centers, sales offices and manufacturing sites in 17 countries throughout the world. The Company and its debtor-affiliates filed for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927). Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in its restructuring. Lazard Freres & Co., LLC, provides the Debtor with investment banking services. Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors Committee. When the Debtors filed for protection from their creditors, they listed $3,196,700,000 in total assets and $2,856,600,000 in total debts. On Aug. 30, 2006, the Debtors filed their Chapter 11 Plan and Disclosure Statement. On Dec. 22, 2006, they filed an Amended Joint Chapter 11 Plan. The Court approved the adequacy of the Amended Disclosure Statement. The Court has adjourned the hearing to consider confirmation of the Amended Joint Plan to July 12, 2007. (Collins & Aikman Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CUSTOM FOOD: Files Schedules of Assets and Liabilities ------------------------------------------------------ Custom Food Products Inc. delivered to the U.S. Bankruptcy Court for the District of Delaware, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $69,698,974 C. Property Claimed D. Creditors Holding Secured Claims $31,669,499 E. Creditors Holding Unsecured Priority Claims $843,399 F. Creditors Holding Unsecured Non-priority Claims $15,309,813 ----------- ----------- TOTAL $69,698,974 $47,822,711 Based in Carson, California, Custom Food Products Inc., fka Center of the Plan Foods, Inc. -- http://www.customfoodproducts.com/-- develops, manufactures and markets value-added meat, poultry, and pork products sold to the foodservice industry and manufacturers of packaged foods. The Debtor filed for Chapter 11 protection on April 13, 2007 (Bankr. D. Del. Case No. 07-10495). Laura Davis Jones, Esq., at Jones Pachulski Stang Ziehl Young Jones & Weintraub, LLP, represents the Debtor in its restructuring efforts. CUSTOM FOOD: Taps Imperial Capital as Financial Advisor ------------------------------------------------------- Custom Food Products Inc. asks the U.S. Bankruptcy Court for the District of Delaware for authority to retain Imperial Capital LLC as its financial advisor. Imperial Capital will: a. assist the analysis of the Debtor's business, operations, properties, financial condition, competition, forecast, and prospects; b. assist in the financial valuation of the going concern operations of the Debtor; c. advise the Debtor on a proposed purchase price and form of consideration for a transaction; d. assist the Debtor in developing, evaluating, structuring and negotiating the terms and conditions of a potential transaction; e. assist the Debtor in the preparation of solicitation materials with respect to the transaction sand the Debtor; f. identify and contract selected qualified buyers for a transaction and furnish them, on behalf of the Debtor, with offering materials; g. assist the Debtor in arranging for potential buyers to conduct due diligence investigations; h. provide testimony before the Court, as required; i. provide a valuation of the Debtor or its assets; and j. provide such other financial advisory services with respect to the Debtor's financial issues as may from time to time be agreed between the Debtor and Imperial Capital. The Debtor will pay Imperial Capital a $75,000 monthly advisory fee. The monthly fee for the first three months will be credited against and reduce other fees hereunder. Imperial Capital will also earn a transaction fee of $250,000 upon the consummation of a transaction where CML New Meat Co. LLC and its affiliates obtain ownership of the Debtor's assets pursuant to CML's initial stalking housr bid. Alternatively, upon consummation of a transaction with a buyer of the assets other than CML, the transaction fee payable to Imperial Capital will be $500,000. The transaction fee will be paid directly out the transaction proceeds, and will not be paid from any professional fee carve-out in the bankruptcy case. To the best of the Debtor's knowledge, Imperial Capital does not represent any interest materially adverse to the Debtor or the estate. The firm can be reached at: Imperial Capital LLC 2000 Avenue of the Stars 9th Floor South Los Angeles, CA 90067 Telephone: (800)929-2299 or (310)246-3700 Fax: (310)246-3794 http://www.imperialcapital.com/ Based in Carson, California, Custom Food Products Inc., fka Center of the Plan Foods, Inc. -- http://www.customfoodproducts.com/-- develops, manufactures and markets value-added meat, poultry, and pork products sold to the foodservice industry and manufacturers of packaged foods. The Debtor filed for Chapter 11 protection on April 13, 2007 (Bankr. D. Del. Case No. 07-10495). Laura Davis Jones, Esq., at Jones Pachulski Stang Ziehl Young Jones & Weintraub, LLP, represents the Debtor in its restructuring efforts. CWABS ASSET: Moody's Rates Class B Certificates at (P)Ba1 --------------------------------------------------------- Moody's Investors Service assigned provisional ratings to certificates issued by CWABS Asset-Backed Certificates Trust 2007- 9. The complete provisional rating actions are: * CWABS Asset-Backed Certificates Trust 2007-9 * Asset Backed Certificates, Series 2007-9 Class 1A, Assigned (P)Aaa Class 2A1, Assigned (P)Aaa Class 2A2, Assigned (P)Aaa Class 2A3, Assigned (P)Aaa Class 2A4, Assigned (P)Aaa Class M-1, Assigned (P)Aa1 Class M-2, Assigned (P)Aa2 Class M-3, Assigned (P)Aa3 Class M-4, Assigned (P)A1 Class M-5, Assigned (P)A2 Class M-6, Assigned (P)A3 Class M-7, Assigned (P)Baa1 Class M-8, Assigned (P)Baa2 Class M-9, Assigned (P)Baa3 Class B, Assigned (P)Ba1 Investors should be aware that the certificates have not yet been issued. Upon issuance of the certificates and upon conclusive review of all documents and information about the transaction, as well as any subsequent changes in information, Moody's will endeavor to assign definitive ratings, which may differ from the provisional ratings. DAIMLERCHRYSLER: Warrant Holder Wants to Exercise Right to Trust ---------------------------------------------------------------- DaimlerChrysler AG disclosed that the U.S. Bank Trust National Association, Trustee, has received notice that the call warrant holder has exercised its right to purchase the assets of the Trust on June 12, 2007. The notice was in connection to the Standard Terms for Trust Agreements dated as of Jan. 16, 2001, as supplemented by the Series Supplement, DaimlerChrysler Debenture-Backed Series 2004-3 Trust, dated as of Feb. 11, 2004 in respect of the Corporate Backed Trust Certificates, DaimlerChrysler Debenture-Backed Series 2004-3 with Lehman ABS Corporation, as depositor. If the Trustee receives the call price by 10:00 a.m. on the Redemption Date, then the certificates issued by the Trust will be redeemed in full on the Redemption Date at a price of $25 principal plus $0.36579306 accrued interest to the Redemption Date per Trust Certificate. No interest will accrue on the Certificates after the Redemption Date. If the Trustee does not receive the Call Price, then (i) the Certificates issued by the Trust will continue to accrue interest as if no exercise notice had been given and (ii) the call warrant holder may elect to deliver a conditional notice of exercise in the future. For more information about this conditional redemption, please contact David J. Kolibachuk of U.S. Bank Trust National Association at 212-361-2459. Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA: DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures, distributes, and sells various automotive products, primarily passenger cars, light trucks, and commercial vehicles worldwide. It primarily operates in four segments: Mercedes Car Group, Chrysler Group, Commercial Vehicles, and Financial Services. The company's worldwide operations are located in: Canada, Mexico, United States, Argentina, Brazil, Venezuela, China, India, Indonesia, Japan, Thailand, Vietnam, and Australia. The Chrysler Group segment offers cars and minivans, pick-up trucks, sport utility vehicles, and vans under the Chrysler, Jeep, and Dodge brand names. It also sells parts and accessories under the MOPAR brand. The Chrysler Group is facing a difficult market environment in the United States with excess inventory, non-competitive legacy costs for employees and retirees, continuing high fuel prices and a stronger shift in demand toward smaller vehicles. At the same time, key competitors have further increased margin and volume pressures -- particularly on light trucks -- by making significant price concessions. In addition, increased interest rates caused higher sales & marketing expenses. In order to improve the earnings situation of the Chrysler Group As quickly and comprehensively, measures to increase sales and cut costs in the short term are being examined at all stages of the value chain, in addition to structural changes being reviewed as well. DAY INTERNATIONAL: Completes Sale to Flint Group ------------------------------------------------ The acquisition of Day International Group Inc. by Flint Group was completed on May 31, 2007. Day International will operate as a business unit of Flint Group. Dennis Wolters, CEO of Day International will remain in that role within the new organization. In the combined organization, nearly 8300 employees will serve customers from 170 sales, service and manufacturing locations on five continents. Revenues for 2007 are estimated to be EUR2.55 billion ($3.32 billion). About Flint Group Flint Group -- http://www.flintgrp.com/-- is dedicated to serving the global printing, converting, and colourant industries. Flint Group companies develop, produce and market a wide range of conventional and UV printing inks on a global basis, with regional operations that provide local service throughout Europe, North America, Latin America, Asia, and India/Pacific. Other companies in the group include Flint Group Printing Plates, specialising in photopolymer printing plates, and XSYS Print Solutions, specialising in narrow web inks. Flint Group Pigments produces a range of pigment products and additives for use in inks and other colourant applications. Headquartered in Luxembourg, Flint Group operates more than 140 facilities worldwide, and employs some 7,000 people. About Day International Founded in 1905 in Dayton, Ohio, Day International Group Inc. -- http://www.dayintl.com/-- operates production, sales, and distribution centers in North America, Latin America, Europe and Asia Pacific. Product lines include dayGraphica(R) printing blankets and sleeves, david M(R) printing blankets, , Duco(TM) printing blankets, Sun Graphic printing blankets, IPT(TM) printing blankets, Varn(TM) pressroom chemicals, Rotec(R) flexographic sleeve systems, dayCorr(R) diecutting blankets and day-Flo(R) pre- inked rolls. DAY INT'L: Flint Buyout Completion Cues S&P to Withdraw Ratings --------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on Dayton, Ohio-based Day International Group Inc. The withdrawal follows the acquisition of the company by Flint Group. As reported in the Troubled Company Reporter on April 16, 2007, S&P placed the company's 'B' corporate credit rating on CreditWatch with developing implications. DELPHI CORP: Court Approves $10.5 Million Umicore Settlement ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York gave its stamp of approval to the settlement agreement entered into by Delphi Corp. and its debtor-affiliates with Umicore Autocat Canada Corp. As reported in the Troubled Company Reporter on May 25, 2007, in October 2005, Umicore submitted a demand to the Debtors asserting a reclamation claim for $2,742,819. In July 2006, Umicore filed Claim No. 12924 against Delphi Automotive Systems, LLC, asserting a $10,671,101 unsecured non- priority claim and an unliquidated unsecured priority claim for goods and services delivered to DAS. Upon review of their books and records and the supporting documentation provided by Umicore, the Debtors have determined that they only owe Umicore $10,558,893. After arm's-length bargaining, the Parties arrived at a settlement agreement that provides for the full resolution of Umicore's Claims. Under the Settlement Agreement, the Debtors agree to allow Claim No. 12924 as a prepetition general unsecured non-priority claim for $10,558,893, without further defense, set-off or reduction. For its part, Umicore agrees to withdraw its Reclamation Demand with prejudice. The Settlement Agreement will avoid costly litigation of Umicore's Claims, John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, tells the Court. The Debtors aver that the Settlement Agreement is in the best interest of their estates and their creditors. About Delphi Corporation Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The company's technology and products are present in more than 75 million vehicles on the road worldwide. The company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. 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 Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000 in total assets and $23,851,000,000 in total debts. The Debtors' exclusive plan-filing period expires on July 31, 2007. (Delphi Corporation Bankruptcy News, Issue No. 71; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). DELPHI CORP: Wants to Further Employ Ernst & Young as Auditors -------------------------------------------------------------- Delphi Corp. and its debtor-affiliates ask the United States Bankruptcy Court for the Southern District of New York for authority to employ Ernst & Young LLP as their independent auditors and accounting advisors nunc pro tunc to March 1, 2007, to: (a) perform an audit of their consolidated financial statements and internal control over financial reporting for the year ending December 31, 2007; and (b) provide them with accounting and auditing advisory and research services in connection with various accounting matters. Previous Request to Employ As previously reported, the Debtors obtained the Court's permission to hire Ernst & Young LLP as their independent auditors, accountants, and tax advisors effective nunc pro tunc to January 1, 2006. Since that time, Ernst & Young has performed an audit of the Debtors' financial statements and internal control over financial reporting for the year ending December 31, 2006, John D. Sheehan, Delphi Corp.'s vice president and chief restructuring officer, informs the Court. Fees All services to be provided by Ernst & Young will be screened by Delphi's audit committee to ensure that Ernst & Young complies with the independence standards of applicable rules and regulations, Mr. Sheehan relates. The Debtors will pay Ernst & Young an estimated $7.2 million domestic fee, plus expenses, for audit services. For additional accounting advisory services, the Debtors will pay Ernst & Young in accordance with the firm's hourly rates: Professional Hourly Rate ------------ ----------- Partner $550 - $800 Senior Manager $425 - $675 Manager $330 - $515 Senior $250 - $415 Staff $135 - $220 Client Service Associate $75 - $140 In accordance its engagement letter with the Debtors, Ernst & Young may subcontract a portion of its responsibilities to its affiliates without the Debtors' prior written approval. E&Y will, however, remain fully and solely responsible for all of its liabilities and obligations under the Engagement Letter, regardless of who performs the duties. Ernst & Young is well-qualified and well-experienced to serve as the Debtors' independent auditors and accountants, Mr. Sheehan tells the Court. E&Y, he points out, is very familiar with the Debtors' accounting, financial control and reporting, and other financial processes. The Debtors aver that Ernst & Young's fees are fair and reasonable in light of industry practice, market rates both inside and outside of Chapter 11 cases, E&Y's experience in reorganizations, and the firm's importance to the bankruptcy cases. Kevin F. Asher, a partner at Ernst & Young LLP, assures the Court that Ernst & Young is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code, and is eligible to be retained under Section 327(a) of the Bankruptcy Code. About Delphi Corporation Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The company's technology and products are present in more than 75 million vehicles on the road worldwide. The company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. 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 Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000 in total assets and $23,851,000,000 in total debts. The Debtors' exclusive plan-filing period expires on July 31, 2007. (Delphi Corporation Bankruptcy News, Issue No. 71; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). DELTA PETROLEUM: Hank Brown and John Wallace Joins Board -------------------------------------------------------- Delta Petroleum Corporation disclosed that Hank Brown and John Wallace has joined the company's board of directors effective immediately. Mr. Brown was named the 21st president of the University of Colorado in June 2005. He joined the Daniels Fund as president and CEO on July 1, 2002, and served there until his appointment at the University of Colorado. Prior to his employment with the Daniels Fund, Mr. Brown served as the president of the University of Northern Colorado. Before becoming UNC's president, he served Colorado in the United States Senate and five consecutive terms in the U.S. House representing Colorado's 4th Congressional District (1980-1988). Mr. Brown was a vice president of Monfort of Colorado from 1969 to 1980. He is both an attorney and a C.P.A. He earned a Bachelor's Degree in Accounting from the University of Colorado in 1961, and a Juris Doctorate Degree from the University of Colorado Law School in 1969. While in Washington, Mr. Brown earned a Master of Law Degree in 1986 from George Washington University. Mr. Brown also currently serves as a director of Sensient Technologies Corporation and Sealed Air Corporation, both of which are publicly held. John Wallace is currently serving as the president and COO of Delta and has been an executive officer of the company since 2003. "The company is pleased to welcome Hank and John to its board, and look forward to their insights and contributions as directors," Roger Parker, chairman and CEO of Delta, commented. "Hank's broad executive management experience will be a valuable asset to Delta. Likewise, John's experience in the industry will continue to be of great service to the company." Headquartered in Denver, Colorado, Delta Petroleum Corporation (NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas exploration and development company. The company's core areas of operations are the Gulf Coast and Rocky Mountain Regions, which comprise the majority of its proved reserves, production and long- term growth prospects. * * * Delta Petroleum Corp.'s 7% Senior Subordinated Notes due 2015 carry Moody's Investors Service's and Standard & Poor's junk ratings. DILLARD'S INC: Board Declares $0.04 Per Share Cash Dividend ----------------------------------------------------------- Dillard's Inc.'s board of directors declared a cash dividend of $0.04 per share on the company's Class A and Class B Common Stock. The cash dividend is payable Aug. 1, 2007, to the company's common shareholders of record as of June 29, 2007. Headquartered in Little Rock, Arkansas, Dillard's Inc. (NYSE: DDS) -- http://www.dillards.com/-- retails fashion apparel and home furnishing. The company's stores operate with one name, Dillard's, and span 29 states. Dillard's stores offer a broad selection of merchandise, including products sourced and marketed under Dillard's exclusive brand names. * * * As reported in the Troubled Company Reporter on April 18, 2007, Fitch Ratings upgraded Dillard's Inc. ratings, including the company's issuer default rating to 'BB' from 'BB-'; senior notes to 'BB' from 'BB-'; and capital securities to 'B' from 'B-'. In addition, Fitch affirmed its 'BB+' rating on Dillard's $1.2 billion secured credit facility, which is backed by a pledge of inventory. Dillard's had $1.3 billion of debt and hybrid capital securities outstanding as of Feb. 3, 2007. The outlook is stable. DRUMMOND CO: Moody's Affirms Corporate Family Rating at Ba3 ----------------------------------------------------------- Moody's Investors Service changed the rating outlook for Drummond Company, Inc. to negative from stable. At the same time, Moody's affirmed the company's Ba3 corporate family rating, upgraded the senior secured rating to Ba2 (LGD3, 38%) from Ba3, and lowered the senior unsecured rating to B2 (LGD5, 83%) from Ba3. The lowering of the outlook reflects Drummond's recent operating challenges and reduced financial performance, the delay of approximately one year in anticipated production from the El Descanso mine, uncertainty about the company's ability to meet production targets, the uncertainties associated with the company's planned recovery at Shoal Creek, and heightened concentration risk of its coal mining operations. The negative outlook also reflects the significant risks concerning Drummond's various expansion and development projects in Colombia, as well as the company's substantial capex commitments for the next two to three years, which Moody's anticipates will be at least partially debt financed. The ratings reflect the overall probability of default of Drummond, to which Moody's assigns a PDR of Ba3. The Ba2 senior secured rating reflects a loss given default of LGD3 (38%) and the B2 senior unsecured rating reflects a loss given default of LGD5 (83%). The notching of the secured facilities and unsecured notes has been changed to reflect the treatment of stock pledges under Moody's LGD Methodology in which debt with a pledge of stock as security is given prior ranking over unsecured debt. Ratings lowered: -- Outlook lowered to negative from stable; -- $400 million 7.375% Senior Unsecured Notes due 2016 - to B2 (LGD5, 83%) from Ba3. Ratings affirmed: -- Corporate Family Rating -- Ba3; -- Probability of Default Rating --Ba3. Ratings upgraded: -- $500 million Five-year Revolving Facility - to Ba2 (LGD3, 38%) from Ba3; -- $200 million Term Loan Facility due 2011 - to Ba2 (LGD3, 38%) from Ba3. Moody's last rating action on Drummond was assignment of its Ba3 corporate family rating in January 2006. Drummond Co. Inc. runs coal mines in Alabama and Colombia, predominantly engaged in the mining, purchasing, processing, and marketing of coal and coal products and had revenues in 2006 of $1.8 billion. EINSTEIN NOAH: Prices 5 Million Common Stock Public Offering ------------------------------------------------------------ Einstein Noah Restaurant Group Inc. has priced a public offering of 5 million shares of its common stock at $18 per share. All shares included in this offering are sold by Einstein Noah. The company has granted the underwriters the right to purchase an additional 750,000 shares of common stock to cover over- allotments, if any. The offering is expected to close on June 13, 2007. Einstein Noah intends to use the net proceeds of this public offering to repay certain of its existing indebtedness. Morgan Stanley and Cowen and Company are the joint book-running managers for the offering and Piper Jaffray & Co. is co-manager. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. Any offer or sale will be made only by means of the written prospectus forming a part of the effective registration statement. Copies of the final prospectus relating to this offering, when available, may be obtained from: Morgan Stanley & Co. Incorporated Cowen and Company, LLC Prospectus Department c/o ADP, Prospectus Department 180 Varick Street 2/F 1155 Long Island Avenue New York, NY 10014 Edgewood, NY 11717 Telephone: 1-866-718- 1649 Telephone: 631-254-7106. Piper Jaffray & Co. Prospectus Department 800 Nicollet Mall, Suite 800 Minneapolis, MN 55402 Telephone: 1-877-371-5212. About Einstein Noah Restaurant Group Einstein Noah Restaurant Group (Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- formerly known as New World Restaurant Group Inc. (Other OTC: NWRG.PK) - is a quick casual restaurant industry that operates locations primarily under the Einstein Bros. and Noah's New York Bagels brands and primarily franchises locations under the Manhattan Bagel brand. The company has approximately 600 restaurants in 36 states and the District of Columbia under the Einstein Bros. Bagels, Noah's New York Bagels and Manhattan Bagel brand. As of April 3, 2007, the company reported total assets of $133.2 million, total liabilities of $265.4 million, resulting in a total stockholders' deficit of $132.2 million. FEDERAL-MOGUL: Modifies 4th Amended Plan to Address Objections -------------------------------------------------------------- James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, in Wilmington, Delaware, notes, on behalf of Federal-Mogul Corp. and its debtor-affiliates, tell the U.S. Bankruptcy Court for the District of Delaware that 11 objections to confirmation of the Fourth Amended Joint Plan of Reorganization were filed by insurers, while 15 plan confirmation objections were filed by non-insurers. Several parties, including counsel and former advisers of PepsiAmericas, Inc., and certain insurance companies, have declared their support for the objections. On the other hand, other parties declared their support for the confirmation of the Plan, including The Flexitallic Group, Inc., Research and Planning Corporation, and counsel and affiliates of the Plan Proponents. The Debtors, the Official Committee of Unsecured Creditors, the Official Committee of Asbestos Claimants, the Legal Representative for Future Asbestos Claimants, the Official Committee of Equity Security Holders, and JPMorgan Chase Bank, N.A., have engaged objecting parties in an attempt to resolve the objections consensually, Mr. O'Neill relates. As a result, several objections have been resolved and others have been withdrawn. The Plan Proponents have modified the Fourth Amended Plan to reflect technical changes or clarifications in response to informal and formal objections or requests for clarification made by parties in interest, Mr. O'Neill says. Among others, the Modified Fourth Amended Plan: -- incorporates the Court-approved settlement with certain holders of Asbestos Property Damage Claims and the settlement of certain claims, Plan objections, and insurance rights between, among others, the Debtors and MagneTek, Inc.; -- states that all fees payable pursuant to Section 1930(a)(6) of the Judiciary and Judicial Procedure Code will be paid on or before the Effective Date; and -- classifies PepsiAmerica's claims as unsecured claims. The Plan Proponents aver that the Modified Plan: * fully satisfies all applicable requirements of the Bankruptcy Code and is confirmable; * reflects a negotiated consensus among a large number of sophisticated commercial parties with deeply divergent interests; * equitizes both the Debtors' asbestos liabilities and the Debtors' prepetition note debt; and * brings about a unified conclusion to the U.K. Debtors' cross-border insolvency proceedings. The Modifications do not materially and adversely affect or change the treatment of any claim against or equity interest in any Debtor, Mr. O'Neill tells the court. Accordingly, the Plan Proponents ask the Court to waive the requirement of resolicitation of any holders of claims or equity interests pursuant to Rule 3019 of the Federal Rules of Bankruptcy Procedure. A full-text copy of the Modified Fourth Amended Joint Plan of Reorganization dated June 4, 2007, is available for free at: http://bankrupt.com/misc/FMC_4modChap11Plan.pdf A full-text blacklined copy of the Modified Fourth Amended Plan is available for free at: http://bankrupt.com/misc/FMC_4modChap11Plan_blackline.pdf The Plan Proponents note that all parties that have a legitimate pecuniary stake in the success of the Debtors' reorganization have spoken powerfully in favor of confirmation of the Plan. Mr. O'Neill argues that contrary to the contentions of the insurance companies, the Plan is insurance neutral. "The insurers are transparently attempting to assert the rights of holders of asbestos personal injury claims or other creditors, and are not limiting themselves to issue that have any effect on the insurers themselves," he contends. The only objection to which the insurers have standing -- the argument that the Plan violates the contractual rights of certain insurers by assigning certain rights under insurance policies to the Trust without their consent -- is entirely without merit, according to Mr. O'Neill. He points out that courts in the Third Circuit including the Bankruptcy Court have held, on more than one occasion, that a debtor's rights under insurance policies can be assigned to a 524(g) trust under a plan of reorganization pursuant to Section 1123(a)(5) of the Bankruptcy Code. "If the objecting insurers bear financial responsibility for the Asbestos Personal Injury Claims, it will not be because of anything imposed by the Plan, but simply because of their contractual obligations under comprehensive general insurance policies they sold to the Debtors and various other parties before the bankruptcy," Mr. O'Neill says. In response to the objection that the Trust Distribution Procedures provide the trustees with too much discretion, the Plan Proponents point out that the Bankruptcy Court has repeatedly found that trust distribution procedures substantively identical to those of the TDPs, which empower the trustees to modify the payment percentage and many other provisions, satisfy the requirements of Section 524(g)(2)(B)(ii)(V). The flexibility afforded the trustees under the trust documents is what ultimately provides the "reasonable assurance that the trust will value, and be in a financial position to pay, present claims and future demands that involve similar claims in substantially the same manner" under Section 524(g)(2)(B)(ii)(V), Mr. O'Neill emphasizes. The objectors' efforts to allege that the Trust Advisory Committee's membership violates Section 1129(a)(5) of the Bankruptcy Code or is otherwise improper is likewise hollow because Section 1129(a)(5) only applies to an individual who is "a director, officer, or voting trustee." If state law permits asbestos claimants to bring claims against the Asbestos Personal Injury Trust later or to avoid apportionment of damages in their other state law cases, then that is perfectly appropriate, but there is no basis to say that claimants must file claims before they are required to do so by state law, Mr. O'Neill contends. Similarly, if state law does not permit asbestos claimants to bring claims against the Trust later or avoid apportionment of damages, then the TDPs create no new substantive rights to do so. The TDPs, he maintains, provides for the confidentiality of claimants' submissions and does not take away any state law discovery rights. In accordance with Section 524(g)(2)(B)(i)(II), the Plan Proponents maintain that the Plan provides that the Trust will be funded in part by the Reorganized Federal-Mogul Class B Common Stock, which comprises 50.1% of the total common stock in Reorganized Federal-Mogul who is presently the ultimate parent of all of the other Debtors and who will be the ultimate parent of the Reorganized Debtors after the Petition Date. Creation of the five Subfunds is necessary to account for the five distinct groups of Asbestos Personal Injury Claims to be channeled to the Trust under the Plan, according to Mr. O'Neill. There is absolutely no basis in the statute or in logic for certain objectors' assertion that each Subfund must independently satisfy the Section 524(g) funding requirements, he argues. PepsiAmericas, Mr. O'Neill asserts, lacks standing to raise its objection because the settlement of the Pneumo Protected Parties' claims against the Debtors has no effect on of PepsiAmericas' claims. The Plan's release, exculpation and limitation of liability provisions are in accord with the prevailing standards articulated by the Third Circuit for such provisions, and are comparable to provisions that have been approved time and again by courts in this Circuit as reasonable, Mr. O'Neill maintains. The value of stock warrants is based on the performance of the company and not necessarily on who owns the company, Mr. O'Neill relates in answer to Robert Cleghorn's objection. Cooper Industries, LLC, and Pneumo Abex LLC argue that the injunctive relief provided by Plan A complies with Section 524(g)(4)(A)(ii). The claims against the Pneumo Protected Parties that the Plan proposes to enjoin all involve allegations of the same asbestos liability, they contend. "They all involve the same alleged products, the same alleged misconduct, and the same alleged victims and injuries." Accordingly, the Pneumo Parties assert that they qualify for a Section 524(g) channeling injunction. The Plan Proponents therefore ask the Court to confirm the Debtors' Fourth Amended Plan, as modified. Cooper also asks the Court to preclude PepsiAmericas from presenting testimony on certain topics at the June 18, 2006 plan confirmation hearing. About Federal-Mogul Headquartered in Southfield, Michigan, Federal-Mogul Corporation -- http://www.federal-mogul.com/-- is an automotive parts company with worldwide revenue of some $6 billion. Federal-Mogul also has operations in Mexico and the Asia Pacific Region, which includes, Malaysia, Australia, China, India, Japan, Korea, and Thailand. The Company filed for chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the Official Committee of Unsecured Creditors. On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan. They submitted a Disclosure Statement explaining that plan on April 21, 2003. They submitted several amendments and on June 6, 2004, the Bankruptcy Court approved the Third Amended Disclosure Statement for their Third Amended Plan. On July 28, 2004, the District Court approved the Disclosure Statement. The estimation hearing began on June 14, 2005. They then submitted a Fourth Amended Plan and Disclosure Statement on Nov. 21, 2006, and the Bankruptcy Court approved that Disclosure Statement on Feb. 6, 2007. The confirmation hearing is set for June 18, 2007. (Federal-Mogul Bankruptcy News, Issue No. 139; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). FIRST CHICAGO/LENNAR: Fitch Holds CCC Rating on Class G Certs. -------------------------------------------------------------- First Chicago/Lennar Trust I, series 1997-CHL1, commercial mortgage certificates are upgraded by Fitch Ratings as: -- $63.9 million class E to 'AA' from 'A+'. In addition, the ratings on these classes are affirmed: -- $13.8 million class F at 'BB+', -- $18.4 million class G at 'CCC'. The class H certificates are not rated by Fitch. Classes A, B, C, D and IO have paid in full. The upgrade of class E is due to the improved credit enhancement since issuance. As of the May 2007 distribution date, the transaction has been reduced by 79%, to $96.5 million from $459.1 million at issuance. The pool is concentrated with only 12 classes within eight fixed- rate commercial mortgage-backed securities transactions remaining. Four of the classes (15.1%) represent first loss positions, while three classes (44.6%) are rated 'AAA'. Additional upgrades are unlikely given further loss potential on the underlying transactions due to adverse selection as the pools wind down. The current weighted average rating factor of the underlying bonds is 15.7, corresponding to an average rating of 'BB/BB-', compared to 14.52 at issuance. The classes' ratings are based on Fitch's actual rating, or on Fitch's internal credit assessment for those classes not rated by Fitch. The underlying transactions, which are predominately of the 1996 vintage, are well seasoned. Delinquencies in the underlying transactions are as follows: 0.0% 30 days delinquent; 0.0% 60 days delinquent; 0.2% 90+ days delinquent; 0.0% foreclosure; and 0.8% real estate owned (REO). FORT DEARBORN: S&P Rates $175 Million Senior Facilities at B ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B' rating and its recovery rating of '2' to Fort Dearborn Co.'s $175 million senior secured credit facilities. The senior secured facilities consist of $15 million of U.S., and $10 million of Canadian, revolving credit facilities, a $125 million U.S. term loan B, and a $25 million Canadian term loan B, all maturing in 2012. The 'B' rating is one notch above the corporate credit rating; this and the '2' recovery rating indicate that lenders can expect a substantial recovery of principal (70%- 90%) in the event of a payment default. Fort Dearborn used proceeds from the recently completed facilities to purchase the assets of Renaissance Mark Holdings Corp., a competitor in the cut-and-stack labels segment, and to refinance existing debt. S&P have withdrawn the ratings on the prior credit facilities following completion of the transaction. S&P also affirmed the 'B-' corporate credit rating on Fort Dearborn. The rating outlook is stable. Pro forma for the transaction, Elk Grove Village, Illinois-based Fort Dearborn had total debt, including the present value of capitalized operating leases, of about $200 million at closing. "The ratings reflect Fort Dearborn's vulnerable business risk profile incorporating its relatively narrow scope of operations in the highly fragmented labels segment of the packaging industry, meaningful customer concentration, risks associated with integrating a large acquisition, and a highly leveraged financial profile," said Standard & Poor's credit analyst Liley Mehta. "These negatives are partially offset by a leading market position in the cut-and-stack label segment of the label market and long- standing relationships with key customers." GMAC 2005-C1: Fitch Puts Low-B Ratings on Five Certificates ----------------------------------------------------------- Fitch affirms the GMAC 2005-C1 commercial mortgage pass-through certificates series as: -- $6.7 million class A-1 'AAA'; -- $342.7 million class A-1A 'AAA'; -- $300 million class A-2 'AAA'; -- $187.3 million class A-3 'AAA'; -- $68.1 million class A-4 'AAA'; -- $157.4 million class A-5 'AAA'; -- Interest only class X-2 'AAA'; -- Interest only class X-1 'AAA'; -- $159.8 million class A-M 'AAA'; -- $127.8 million class A-J 'AAA'; -- $34 million class B 'AA'; -- $12 million class C 'AA-'; -- $24 million class D 'A'; -- $16 million class E 'A-'; -- $16 million class F 'BBB+'; -- $16 million class G 'BBB'; -- $20 million class H 'BBB-'; -- $6 million class J 'BB+'; -- $6 million class K 'BB'; -- $8 million class L 'BB-'; -- $4 million class M 'B+'; -- $4 million class N 'B'. Class O is affirmed at 'B-' and has been assigned a Distressed Recovery rating of 'DR1'. Fitch does not rate the $22 million class P. The rating affirmations reflect the ability of the non-rated class P to absorb expected losses from specially serviced assets. As of the May 2007 distribution date, the pool's aggregate certificate balance has decreased 3.5% to $1.54 billion from $1.60 billion at issuance. Currently there are six assets (5.4%) in special servicing with Fitch expecting losses on three. The largest specially serviced asset (1.7%) is secured by a 1,007-unit parking facility in Detroit, MI. The loan was transferred to the special servicer after the borrower failed to make the March 2007 mortgage payment and indicated that cash flow would no longer support debt service. This loan is currently over 60-days delinquent. The special servicer is working with the borrower for a workout strategy; however, a recent appraisal valuation indicates significant potential losses. The second (1.4%) and third (1.2%) largest specially serviced assets are multifamily properties located in San Marcos and College Station, TX. The loans on these two assets were originally made to the same borrower, but are not cross-defaulted. The assets became real estate owned (REO) in November 2006. Recent appraisal valuations indicate losses are likely upon the liquidation of these two assets, which are currently being marketed for sale. Fitch reviewed two credit assessed loans in the transaction, General Motors Building (11.7%) and Loews Miami Beach (1.6%). Both loans maintain their investment grade credit assessments due to stable performance. The General Motors Building loan is secured by a 1,905,103-square foot (sf) office building with a retail component located in midtown Manhattan, NY. The whole loan comprises six pari-passu A- notes, of which only the A-4 note is included in this transaction. Occupancy as of December 2006 increased to 98% from 94% at issuance. The Loews Miami Beach loan is secured by a 790-unit full-service hotel property located in Miami Beach, FL. The whole loan comprises three pari-passu A-notes, of which only the A-3 note is included in this transaction. As of year-end 2006, average daily occupancy increased to 83% from 81% at issuance. HEXION SPECIALTY: S&P Revises Recovery Ratings on 2nd-Lien Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services revised certain issue and recovery ratings for Hexion Specialty Chemicals Inc.'s senior secured debt to reflect the recently announced changes to Standard & Poor's recovery scale, and some changes to Hexion's senior secured debt. The financing consists of about $2.5 billion senior secured first-lien bank facilities (including proposed add-ons to its term loan and synthetic letter of credit of $200 million and $10 million, respectively, that are expected to be funded in mid- June 2007) and $825 million senior secured second-lien notes. S&P raised the issue ratings on the first-lien facilities to 'B+' from 'B', with unchanged recovery ratings of '2', indicating its expectation of a substantial recovery (70%-90%) in the event of a payment default. The issue ratings on the second-lien notes were raised to 'B' from 'B-' and the recovery rating was revised to '4' from '3', indicating expectations for an average recovery (30%- 50%) in the event of a default. The change in the recovery rating for the second-lien notes is primarily the result of the inclusion of pre-petition interest in our recovery calculation and the increase in the size of the first-lien facilities. The likelihood of default for these issues has not changed and is reflected in Hexion's corporate credit rating of B/Stable/--. However, with the introduction of our new issue rating and notching framework, the secured issue ratings on the first-lien bank credit facilities and the second-lien notes have been raised by one notch. "The ratings on Hexion reflect a highly leveraged financial profile, a very aggressive financial policy, and a weak business risk profile as a global manufacturer and marketer of thermoset resins," said Standard & Poor's credit analyst Paul Kurias. Ratings List Hexion Specialty Chemicals Inc. Corporate credit rating B/Stable/-- Senior secured first-lien bank credit facilities B+ Recovery rating 2 Second-lien notes due 2014 B Recovery rating 4 HOLLISTON MILLS: Sec. 341(a) Creditors' Meeting Slated for June 29 ------------------------------------------------------------------ Kelly Beaudin Stapleton, the United States Trustee for Region 3, will convene a meeting of The Holliston Mills Inc.'s creditors on June 29, 2007, 9:30 a.m., at Room 2112, U.S. District Court, 844 King Street, in Wilmington, Delaware. 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. Headquartered in Church Hill, Tennessee, The Holliston Mills Inc. -- http://www.icgholliston.com/-- produces fabrics for various coating applications. The company filed for Chapter 11 protection on May 21, 2007 (Bankr. D. Del. Case No. 07-10687). Joseph A. Malfitano, Esq., Margaret B. Whiteman, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor represent the Debtor in its restructuring efforts. Francis A. Monaco Jr., Esq. at Monzack and Monaco, P.A. is the proposed counsel for the Official Committee of Unsecured Creditors. HOLLISTON MILLS: U.S. Trustee Picks 5-Member Creditors' Committee ----------------------------------------------------------------- Kelly Beaudin Stapleton, the United States Trustee for Region 3, appointed five members who will serve in an official committee of unsecured creditors in The Holliston Mills Inc.'s Chapter 11 case: 1. Irving R. Boody & Co. Inc. Attn: Anthony V. Scocco Suite 1515 50 Broad Street New York 10004 Tel: (212) 947-8300 Fax: (212) 947-8301 2. Sun Chemical Corporation Attn: Thomas J. Fruth 5000 Spring Grove Avenue Cincinnati, OH 45232 Tel: (513) 830-8592 Fax: (732) 694-1136 3. Air Products and Chemicals Inc. Attn: Lynne A. Richardson 7201 Hamilton Blvd. Allentown, PA 18195 Tel: (610) 481-3077 Fax: (610) 706-5869 4. W. Gambyco Inc. Attn: Michael Rand Scherer Suite 3002 1400 Broadway New York 10018 Tel: (212) 991-2748 Fax: (212) 869-3521 5. Central States, Southeast and Southwest Areas Pension Fund and Central States, Southeast and Southwest Areas Health and Welfare Fund Attn: Brad R. Berliner 10th Floor 9377 West Higgins Road Rosemont, IL 60018 Tel: (847) 518-9800 ext 3443 Fax: (847) 518-9797 Francis A. Monaco Jr., Esq., at Monzack and Monaco, P.A. is the proposed counsel for the Official Committee of Unsecured Creditors. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Headquartered in Church Hill, Tennessee, The Holliston Mills Inc. -- http://www.icgholliston.com/-- produces fabrics for various coating applications. The company filed for Chapter 11 protection on May 21, 2007 (Bankr. D. Del. Case No. 07-10687). Joseph A. Malfitano, Esq., Margaret B. Whiteman, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor represent the Debtor in its restructuring efforts. HOLLISTON MILLS: Files Schedules of Assets and Liabilities ---------------------------------------------------------- The Holliston Mills Inc. delivered to the U.S. Bankruptcy Court for the District of Delaware, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $2,594,423 B. Personal Property $16,456,520 C. Property Claimed D. Creditors Holding Secured Claims $21,767,896 E. Creditors Holding Unsecured Priority Claims $389,116 F. Creditors Holding Unsecured Non-priority Claims $5,528,107 ----------- ----------- TOTAL $19,050,943 $27,685,119 Based in Church Hill, Tennessee, The Holliston Mills Inc. -- http://www.icgholliston.com/-- produces fabrics for various coating applications. The company filed for Chapter 11 protection on May 21, 2007 (Bankr. D. Del. Case No. 07-10687). Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, represents the Debtor in its restructuring efforts. KOOSHAREM CORP: Moody's Junks Rating on Proposed $100 Million Debt ------------------------------------------------------------------ Moody's affirmed the B2 Corporate Family Rating of Koosharem Corporation (dba SelectRemedy, Select) and assigned a B1 rating to the proposed $300 million first lien credit facility and a Caa1 rating to the proposed $100 million second lien credit facility. The credit facilities will be used to refinance existing secured indebtedness, provide financing for the acquisition of Ablest Inc. and fund a dividend to shareholders of $80 million. The rating outlook is stable. The affirmation of the B2 Corporate Family Rating reflects credit metrics that are solid for the rating category on a pro forma basis for the refinancing, dividend and Ablest acquisition. Although these transactions will add approximately $117 million of net debt, the ratings are supported by profitability growth and cost synergies achieved since the acquisition of RemedyTemp Inc. in June 2006. The ratings remain constrained by revenue concentration in California, low barriers to entry in the industry, pronounced earnings and margin cyclicality and ongoing integration risks. Moody's assigned these ratings (assessments): -- $50 million 5 year senior secured first lien revolving credit facility, B1 (LGD 3, 34%) -- $250 million 7 year senior secured first lien term loan B, B1 (LGD 3, 34%) -- $100 million 7.5 year senior secured second lien term loan, Caa1 (LGD5, 86%) The following rating (assessments) were affirmed: -- Corporate Family Rating, B2 -- Probability of Default Rating, B2 -- $85 million senior secured first lien revolving credit facility due 2012, B1 (LGD3, 37%)- to be withdrawn upon the closing of the refinancing -- $140 million senior secured first lien term loan due 2012, B1 (LGD3, 37%)- to be withdrawn upon the closing of the refinancing -- $60 million senior secured second lien term loan due 2013, Caa1 (LGD5, 89%)- to be withdrawn upon the closing of the refinancing The stable rating outlook anticipates moderate organic revenue growth and EBITDA margins of 5%-6%. Absent another large acquisition or dividend, credit metrics are expected to improve moderately during the next 12-18 months. Select, headquartered in Santa Barbara, California, is a privately-held staffing services business with a network of more than 250 offices in 34 states. Select offers temporary, temp-to- hire, and direct placement positions and derives most of its revenues from the placement of light industrial and clerical staff. Revenues for the year ended Dec. 31, 2006 were $857 million. The combined company expects to provide its services in 35 states, Puerto Rico and Canada, through a network of 220 offices. KRONOS INC: Shareholders Okay Hellman & Friedman Merger Deal ------------------------------------------------------------ Kronos(R) Incorporated disclosed Friday that shareholders voted to approve the merger agreement providing for the acquisition of Kronos by entities affiliated with Hellman & Friedman Capital Partners VI, L.P., a private equity investment firm. Investing alongside Hellman & Friedman is JMI Equity, a private equity firm focused on the software and business services industries. The vote was conducted at a special meeting of Kronos shareholders held last June 8, 2007 at the offices of Wilmer Cutler Pickering Hale and Dorr LLP in Boston, Massachusetts. Based on the preliminary tally of shares voted, the number of shares that voted to approve the merger agreement represents approximately 79% of the total number of shares of Kronos common stock outstanding and entitled to vote as of the close of business on April 30, 2007, the record date for the special meeting. The proposed merger, disclosed on March 23, 2007, and is expected to close today, June 11, 2007, subject to the satisfaction or waiver of the conditions set forth in the merger agreement. Under terms of the merger agreement, shareholders will receive $55.00 per share in cash for each share of Kronos common stock held or a total transaction value of approximately $1.8 billion. Kronos Incorporated -- http://www.kronos.com-- (Nasdaq: KRON) pProvides software and services that enable organizations to reduce costs, increase productivity, improve employee satisfaction, and ultimately enhance the level of service they provide. Kronos serves customers in more than 50 countries through its network of offices, subsidiaries, and distributors. The company offers its products primarily in the United States, Canada, Mexico, the United Kingdom, Australia, and New Zealand. * * * As reported in the Troubled Company Reporter on May 21, 2007, Moody's Investors Service assigned Kronos, Inc. a first time B2 corporate family rating and a stable rating outlook. Moody's also assigned a first time Ba3 rating to the company's first lien credit facilities ($665 million term loan, due 2014, and $60 million revolving credit facility, expires 2013); and a Caa1 rating to its $390 million second lien term loan, due 2015. LEHMAN ABS: Moody's Rates Classes M10 & M11 Certs. at Low-B ----------------------------------------------------------- Moody's Investors Service assigned provisional ratings to certificates issued by Lehman ABS Mortgage Loan Trust 2007-1. The complete provisional rating actions are: * Lehman ABS Mortgage Loan Trust 2007-1 * Mortgage Pass-Through Certificates, Series 2007-1 Class 1-A1, Assigned (P)Aaa Class 2-A1, Assigned (P)Aaa Class 2-A2, Assigned (P)Aaa Class 2-A3, Assigned (P)Aaa Class 2-A4, Assigned (P)Aaa Class M1, Assigned (P)Aa1 Class M2, Assigned (P)Aa2 Class M3, Assigned (P)Aa3 Class M4, Assigned (P)A1 Class M5, Assigned (P)A2 Class M6, Assigned (P)A3 Class M7, Assigned (P)Baa1 Class M8, Assigned (P)Baa2 Class M9, Assigned (P)Baa3 Class M10, Assigned (P)Ba1 Class M11, Assigned (P)Ba2 Investors should be aware that the certificates have not yet been issued. Upon issuance of the certificates and upon conclusive review of all documents and information about the transaction, as well as any subsequent changes in information, Moody's will endeavor to assign definitive ratings, which may differ from the provisional ratings. MANITOWOC COMPANY: Wants to Redeem 10-1/2% Senior Notes ------------------------------------------------------- The Manitowoc Company Inc. will redeem its 10-1/2% Senior Subordinated Notes due 2012, effective Aug. 1, 2007. As set forth in the indenture for the notes, Manitowoc will pay holders 105.25% of the principal amount plus accrued and unpaid interest up to the redemption date. The company will redeem all of the notes for approximately $129 million, including interest payments and related costs. At Dec. 31, 2006, the notes represented $113.8 million of the company's $264.3 million in long-term debt. The notes were issued in August 2002 in conjunction with the company's acquisition of Grove Investors, Inc. The Bank of New York, trustee for the issue, will redeem notes at its offices in New York. Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company Inc. (NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting equipment for the global construction industry, including lattice- boom cranes, tower cranes, mobile telescopic cranes, and boom trucks. As a leading manufacturer of ice-cube machines, ice/beverage dispensers, and commercial refrigeration equipment, the company offers the broadest line of cold-focused equipment in the foodservice industry. In addition, the company is a leading provider of shipbuilding, ship repair, and conversion services for government, military, and commercial customers throughout the maritime industry. * * * The Manitowoc Company Inc. carries Moody's Investors Service 'Ba3' Corporate Family Rating and 'Ba3' Senior Unsecured Debt Rating. MEDCATH HOLDINGS: Ongoing Debt Repayments Cue S&P's Pos. Outlook ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Charlotte, North Carolina-based hospital operator MedCath Holdings Corp. to positive from stable. S&P also affirmed the ratings on the company, including the 'B+' corporate credit rating. The company had $208 million in debt outstanding as of March 31, 2007. "The outlook revision reflects MedCath's ongoing debt repayments, and operating improvements aided by a solid increase in adjusted admissions, revenues per admission, and better cost control," explained Standard & Poor's credit analyst David Peknay. "With a new senior management team in place, greater clarity on reimbursement over the next year, and the company taking steps to improve its business portfolio, the company, in S&P's view, is better positioned to address still-significant industry challenges." The low-speculative-grade rating on MedCath, an operator of primarily specialty cardiovascular care hospitals, reflects the reimbursement risk associated with a narrow focus in a highly competitive business, the geographic concentration of a small portfolio of 11 hospitals, and regulatory issues that could change the company's prospects. These concerns are only partially mitigated by MedCath's relatively well-established presence in its markets. With more stable reimbursement for the time being, healthy cash reserves, and manageable debt maturities through 2010, MedCath's financial profile may not change much from current levels. This is because the company should be able to fund its capital expenditures, including growth initiatives, using more of its cash reserves. Lease-adjusted debt to EBITDA, which was 3.9x as of Sept. 30, 2006, is now in the 2.0-2.5x range, as earnings improved and cash balances have been used to reduce debt. MIDWEST LUMBER: Selling 2 Indiana Facilities at June 15 Auction --------------------------------------------------------------- Midwest Lumber and Dimension Inc. will auction off its office and warehouse facilities in Jefferson and Bremen, Indiana at 5:00 p.m. on June 15, 2007. The auction will be held at the offices of Hostetler & Kowalik, at Suite 2100, 101 West Ohio Street, in Indianapolis, Indiana. The Jefferson, Indiana property has a floor area of about 24,000 square feet situated on about 3.4 acres of land area. It currently serves as Midwest Lumber's corporate headquarters. The Bremen, Indiana property is about 66,510 square feet floor area on 9.2 acres of land. The servicer of the auction is Tranzon Asset Advisors. For more information, contact: Steve Cooney, CAI License Number: AU10000242 (270) 769-0284 Midwest Lumber and Dimension Inc. in Jeffersonville, Indiana -- http://www.midwestlumber.com/-- operates a centralized lumber mill and produces wooden dimension products including sanded strips, resawn lumber, S4S blanks, mouldings and panels, as well as kiln-dried lumber including S2S blanks and rough lumber. The company filed for chapter 11 protection on Oct. 24, 2006 (Bankr. S.D. In. Case No. 06-91630). David M. Cantor, Esq. at Seiller Waterman LLC, represents the Debtor in its restructuring efforts. When the Debtor filed for protection, it listed estimated assets and debts between $1 million to $100 million. MORGAN STANLEY: Moody's Rates Class B-4 Certificates at Ba1 ----------------------------------------------------------- Moody's Investors Service assigned a Aaa rating to the senior certificates issued by Morgan Stanley ABS Capital I Inc. Trust 2007-HE6, and ratings ranging from Aa1 to Ba1 to the subordinate certificates in the deal. The securitization is backed by Decision One (46.03%) and WMC (53.97%) originated, fixed-rate and adjustable-rate subprime first and second lien mortgage loans acquired by Morgan Stanley Mortgage Capital Inc. The ratings are based primarily on the credit quality of the loans and on protection against credit losses by subordination, overcollateralization, and excess spread. The ratings also benefit from an interest rate swap and interest rate cap between the trust and Morgan Stanley Capital Services Inc. Moody's expects collateral losses to range from 5.80% to 6.30%. Saxon Mortgage Services, Inc. and Countrywide Home Loans Servicing LP will service the mortgage loans. Wells Fargo Bank, National Association, will act as master servicer. Moody's has assigned Saxon its servicer quality rating of SQ2+ as a servicer of subprime residential mortgage loans. Moody's has assigned Wells Fargo Bank, National Association, its top servicer quality rating of SQ1 as a master servicer of residential mortgage loans. The complete rating actions are: * Morgan Stanley ABS Capital I Inc. Trust 2007-HE6 * Mortgage Pass-Through Certificates, Series 2007-HE6 Class A-1, Assigned Aaa Class A-2, Assigned Aaa Class A-3, Assigned Aaa Class A-4, Assigned Aaa Class M-1, Assigned Aa1 Class M-2, Assigned Aa2 Class M-3, Assigned Aa3 Class M-4, Assigned A1 Class M-5, Assigned A2 Class M-6, Assigned A3 Class B-1, Assigned Baa1 Class B-2, Assigned Baa2 Class B-3, Assigned Baa3 Class B-4, Assigned Ba1 N.C.P. MARKETING: Chapter 11 Trustee Wants Case Converted --------------------------------------------------------- Jeri Coppa-Knudson, the Chapter 11 Trustee appointed in N.C.P. Marketing Group Inc. and its debtor-affiliate Tae Bo Retail Marketing Inc.'s bankruptcy cases, asks the U.S. Bankruptcy Court for the District of Nevada, to convert the Debtors case to a Chapter 7 liquidation proceeding. The Trustee cites these reasons for the conversion: (1) continuing loss to or diminution of the estate and absence of a reasonable likelihood of rehabilitation; (2) the inability to effectuate a plan; and (3) unreasonable delay by the Debtors prejudicial to the interests of creditors; Prior Conversion Request Denied As reported in the Troubled Company Reporter on July 19, 2006, the Court had denied the request of creditors Billy Blanks, Gayle Blanks and BG Star Productions, Inc., to convert the Debtors' case under Chapter 7. The creditors claimed that reorganization was unattainable in the Debtors' case and a conversion would prevent further loss and delay to creditors and end the continued diminution of the Debtors' estate. About N.C.P. Marketing Headquartered in North West Canton, Ohio, N.C.P. Marketing Group, Inc. is an infomercial producer and global marketer of the platinum award-winning original Billy Blanks' Tae-Bo Video Library. The Debtor and its affiliate, Tae Bo Retail Marketing, Inc., filed for chapter 11 protection on April 13, 2004 (Bankr. Nev. Case No. 04-51071). Jeffrey Baddeley, Esq., at Spangenberg Shibley & Liber LLP and Jennifer A. Smith, Esq., at Lionel Sawyer & Collins represent the Debtors in their restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in this case. When the Debtors filed for protection from their creditors, it estimated assets and debts between $10 million to $50 million. On March 23, 2007, Jeri Coppa-Knudson was appointed as the Chapter 11 Trustee to oversee the Debtors' estates. Jeffrey L. Hartman, Esq., at Hartman & Hartman, represents the chapter 11 trustee. NORD RESOURCES: Completes Offering of Special Warrants ------------------------------------------------------ Mr. Ronald A. Hirsch, Chairman of the Board of Directors of Nord Resources Corporation disclosed that on June 6, 2007 that the company completed an offering of 30,666,700 special warrants of Nord at a price of $0.75 per Special Warrant for aggregate gross proceeds of approximately $23 million. The offering was effected on a private placement basis using a Canadian broker as lead agent on a best efforts basis, subject to a minimum subscription level of $20 million. Each Special Warrant is convertible into one share of Nord's common stock and one-half of one common stock purchase warrant for no additional consideration. Each Warrant, when issued, will entitle the holder to purchase one additional share of Nord's common stock for a period of five years following the date of closing of the private placement at a price of $1.10 per share. Under the terms of the offering, Nord is required to: (i) file and obtain a receipt for a Canadian non-offering prospectus to qualify the issuance of the Shares, the Warrants and the Warrant Shares in Canada, and (ii) file a registration statement under the United States Securities Act of 1933 in order to register the resale of the Shares and the Warrant Shares in the United States. The conversion of the Special Warrants into Shares and Warrants is anticipated to take place upon a final receipt being issued for a Canadian prospectus. If Nord fails to obtain a receipt for a final Canadian prospectus and effectiveness of the U.S. registration statement within 180 days following the closing date of the offering, Nord will be liable for a liquidity incentive payment to the investors equal to 1% per month (pro-rated), subject to a maximum liquidity incentive payment equal to an aggregate of 12% of the gross proceeds of the offering. The proceeds of the financing will be applied to the re-activation of the Company's Johnson Camp Mine, payment of certain outstanding debt (including related party debt of approximately $2,950,000), general corporate purposes and the satisfaction of the condition precedent to Nord's previously announced proposed $25 million credit facility with Nedbank Limited. The offering of the Special Warrants was completed in the United States pursuant to exemptions from the registration requirements of the 1933 Act and outside of the United States to non-U.S. investors in accordance with Regulation S of the 1933 Act. Neither the Special Warrants, the Shares, the Warrants nor the Warrant Shares have been registered under the 1933 Act and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the 1933 Act. About Nord Resources Based in Tucson, Ariz., Nord Resources Corporation (Pink Sheets: NRDS) -- http://www.nordresources.com/ -- is an emerging copper producer, which controls a 100% interest in the Johnson Camp SX-EW copper project in Arizona. Nord's near term objective is to resume mining and leaching operations at the Johnson Camp mine, which has been on care and maintenance status since August 2003. Nord has decided to proceed with its mine plan bases on an updated feasibility study that was completed in October 2005, subject to raising sufficient financing. NORD RESOURCES: March 31 Balance Sheet Upside-Down by $6.2 Million ------------------------------------------------------------------ Nord Resources Corp. reported a net loss of $55,483 for the first quarter ended March 31, 2007, compared with a net loss of $2,055,786 for the same period ended March 31, 2006. The company did not have any sales during the three months ended March 31, 2007, and 2006, due to the fact that the Johnson Camp Mine was on a care and maintenance program during these periods. The decrease in net loss between these periods is primarily related to a reduction in operating costs and interest expenses, and the increase in miscellaneous income associated with the PDM Settlement Agreement. At March 31, 2007, the company's balance sheet showed $3,954,645 in total assets and $10,160,284 in total liabilities, resulting in a $6,205,639 total stockholders' deficit. The company's balance sheet at March 31, 2007, also showed strained liquidity with $1,307,479 in total current assets available to pay $9,902,769 in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2007, are available for free at http://researcharchives.com/t/s?20bf Going Concern Doubt Mayer Hoffman McCann PC, in Denver, raised substantial doubt about Nord Resources Corporation's ability to continue as a going concern citing significant operating losses after auditing the company's financial statements for the years ended Dec. 31, 2006, and 2005. The company incurred a net loss of $6.3 million and $3.1 million during the years ended Dec. 31, 2006, and 2005, respectively. About Nord Resources Based in Tucson, Ariz., Nord Resources Corporation (Pink Sheets: NRDS) -- http://www.nordresources.com/ -- is an emerging copper producer, which controls a 100% interest in the Johnson Camp SX-EW copper project in Arizona. Nord's near term objective is to resume mining and leaching operations at the Johnson Camp mine, which has been on care and maintenance status since August 2003. Nord has decided to proceed with its mine plan bases on an updated feasibility study that was completed in October 2005, subject to raising sufficient financing. PREMIERE PUBLISHING: March 31 Balance Sheet Upside-Down by $1.4MM ----------------------------------------------------------------- Premiere Publishing Group Inc. reported a net loss of $528,766 on revenues of $771,557 for the first quarter ended March 31, 2007, compared with a net loss of $90,886 on revenues of $826,984 for the same period ended March 31, 2006. Results for the quarter ended March 31, 2007, included a $170,947 expense related to the decrease in fair value of the beneficial conversion feature and the warrant liability of the convertible debentures issued in October and November 2006 totaling $460,000 and the convertible debenture in the amount of $20,000 in February 2007. At March 31, 2007, the company's balance sheet showed $1,523,623 in total assets and $2,934,233 in total liabilities, resulting in a $1,410,619 total stockholders' deficit. The company's balance sheet at March 31, 2007, also showed strained liquidity with $1,296,963 in total current assets available to pay $2,646,372 in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2007, are available for free at http://researcharchives.com/t/s?20bd Going Concern Doubt Gruber and Company LLC, in Lake Saint Louis, Missouri, expressed about Premiere Publishing Group Inc.'s ability to continue as a going concern after auditing the company's balance sheet at Dec. 31, 2006. The auditing firm pointed to the company's significant and ongoing operating losses. About Premiere Publishing Premiere Publishing Group (OTC BB: PPBL) and (OTC BBoard: PPBLE) -- http://www.ppgmedia.com/-- through its wholly owned subsidiaries Sobe Life LLC and Poker Life Magazine LLC, publishes Trump Magazine and Poker Life Magazine. Trump Magazine is a quarterly magazine that chronicles the people and places that shape its readers' lives from the perspective of a 21st Century business and pop culture icon, Donald Trump. Poker Life Magazine is a national magazine that focuses on the popular game of poker and the lifestyle surrounding it. QUALITY HOME: S&P Withdraws Ratings at Company's Request -------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on Riverside, New Jersey-based Quality Home Brands Holdings LLC at the company's request. Ratings List Not Rated Action; Outlook Action Quality Home Brands Holdings LLC To From -- ---- Corporate Credit Rating NR/-- B/Stable/-- Senior Secured Local Currency NR B Second-Lien Term Loan NR CCC+ QWEST CORP: S&P Upgrades Rating on Senior Unsecured Debt -------------------------------------------------------- Standard & Poor's Ratings Services raised its issue rating on Denver-based Qwest Corp.'s senior unsecured debt by one notch to 'BBB-' from 'BB+'. The upgrade follows the introduction of our new secured issue rating framework, which now incorporates recoveries in all secured issue-level ratings. Qwest Corp. is a wholly owned local telephone operating subsidiary of Qwest Communications International Inc. Although the Qwest Corp. debt is unsecured, its issue rating has been raised because it is structurally senior to Qwest Communications International's $850 million secured revolving credit facility, whose rating was today raised to 'BBB-', two notches above the corporate credit rating, from 'BB+', in line with S&P's new methodology. The Qwest Corp. unsecured debt is structurally senior to Qwest Communications International's revolving credit facility because the latter is only secured by a first-lien pledge of stock, but not the assets, of Qwest Corp., with no upstream guarantee from Qwest Corp. The likelihood of default for the senior unsecured debt is reflected in the corporate credit rating on Qwest Corp. of BB/Stable/--, which has not changed. However with the introduction of our new issue rating framework, which now incorporates recoveries in all secured issue-level ratings, the issue ratings on the structurally senior unsecured debt at Qwest Corp. and the secured revolving credit facility at Qwest Communications International Inc., have been raised one notch to reflect the recovery prospects. Ratings List Qwest Corp. Corporate Credit Rating BB/Stable/-- Rating Raised To From -- ---- Senior Unsecured Debt BBB- BB+ RESIDENTIAL REINSURANCE: S&P Puts Low-B Ratings on Five Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said that on June 1, 2007, it assigned senior secured debt ratings to five classes of variable rate notes issued by Residential Reinsurance 2007 Ltd.: -- $145 million Class 1 Series 2007-1 variable-rate notes due June 7, 2010, rated 'BB'. -- $125 million Class 2 Series 2007-1 variable-rate notes due June 7, 2010, rated 'B'. -- $75 million Class 3 Series 2007-1 variable-rate notes due June 7, 2010, rated 'B'. -- $155 million Class 4 Series 2007-1 variable-rate notes due June 7, 2010, rated 'BB+'. -- $100 million Class 5 Series 2007-1 variable-rate notes due June 7, 2010, rated 'BB+'. The notes are the initial offerings under Res Re 2007's variable- rate note program. Res Re 2007 is a Cayman Islands exempted company licensed as a Class B insurer in the Cayman Islands. United Services Automobile Assoc. (USAA; AAA/Stable/--), a reciprocal interinsurance exchange domiciled in Texas and the ceding insurer, as well as some of its affiliated companies have entered into five reinsurance agreements with Res Re 2007. The purpose of issuing the notes and entering into the reinsurance agreements is to provide USAA with a source of indemnified multi- year reinsurance capacity. "The ratings on the notes are based on the probability of attachment for each class as modeled by AIR Worldwide Corp.," explained Standard & Poor's credit analyst Gary Martucci. The annualized probability of attachment, based on the sensitivity analysis, for the Class 1 notes is 1.61%; Class 2, 3.66%; Class 3, 5.37%; Class 4, 0.80%; and Class 5, 1.40%. The probability of attachment for each class will be reset annually to maintain a modeled trigger probability equal to or less than the initial modeled probability of attachment. The risk period for the notes will begin at 12:00 a.m. the day after closing and end on May 31, 2010. The reinsurance agreement, which is effectively supported by the proceeds from the issuance of the notes, will provide USAA with a source of indemnified catastrophe coverage for hurricanes in Alabama, Arkansas, Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Louisiana, Kentucky, Maine, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Vermont, Virginia, and West Virginia and for earthquakes in all 50 states and the District of Columbia over a three-year risk period. To date, the combined total of the five classes is the largest single offering by a primary insurance company of natural catastrophe cat bonds rated by Standard & Poor's. RUMFORD ENERGY: Has Until July 20 to File Additional Documents -------------------------------------------------------------- The Hon. Michael Deasy of the U.S. Bankruptcy Court for the District of New Hampshire gave Rumford Energy LLC more time to retrieve documents confiscated by the state attorney general's office, Lisa Arsenault of the Concord Monitor reports. The Debtor has until July 20, 2007, to get the files and submit the remaining documents to the Court. According to the report, the Debtor had ask for more time to complete its bankruptcy filings citing the need to recover documents. The attorney general's office had seized the documents pursuant to an investigation whether the Debtor broke the law when it closed, the report adds. As previously reported, the Debtor closed in April giving rise to more than 400 customer complaints. The Monitor also discloses that a Section 341(a) meeting is scheduled at 10:00 a.m. on June 22. Headquartered in Concord, New Hampshire, Rumford Energy LLC -- http://www.rumfordenergy.com/-- is a heating and cooling company, specializing in indoor comfort and air quality. The company filed for Chapter 7 on May 15, 2007 (Bankr. D. N.H. Case No. 07-11011). SAI HOLDING: Exclusive Plan Filing Period Extended Until August 6 ----------------------------------------------------------------- The Honorable Mary Ann Whipple of the United States Bankruptcy Court for the Northern District of Ohio extended SAI Holdings Limited and its debtor-affiliates' exclusive period to: a. file a Chapter 11 plan until Aug. 6, 2007; and b. solicit acceptances of that plan to Oct. 8, 2007. The Debtors tell that it is currently negotiating with Sandusky Acquisition Holding LLC regarding the terms of the purchase agreement on the sale of substantially all of its assets. Headquartered in Butner, N.C., SAI Holdings Ltd. manufactures and retails vinyl-coated upholstery fabrics. The company filed for Chapter 11 protection on November 8, 2006 (Bankr. N.D. Ohio Case No. 06-33227). Its debtor-affiliates, Athol Manufacturing Corp. (Bankr. Case No. 06-33228) and Sandusky, Ltd. (Bankr. Case No. 06-33229) filed for separate chapter 11 petitions on that same date. Ronald E. Gold, Esq. and Douglas L. Lutz, Esq., at Frost Brown Todd LLC represent the Debtors in their restructuring efforts. Jason W. Bank, Esq., in Bloomfield Hills, Michigan serves as counsel to the Official Committee of Unsecured Creditors. In their schedules, the Debtors listed total assets of $4,764,538 and total liabilities of $23,291,638. SAI HOLDINGS: Wants Court's OK to Hire DoveBid Inc. as Auctioneers ------------------------------------------------------------------ SAI Holdings Ltd. and its debtor-affiliates ask the United States Bankruptcy Court for the North District of Ohio to retain DoveBid Inc. as their auctioneers. The Debtors tell the Court that they will not pay DoveBid a commission. However as compensation, DoveBid will charge each successful bidder a standard buyer's premium of 15% of the sales price of each asset sold in addition to the purchase price as bid, with an additional 1% payable by any purchaser electing to pay via credit card. DoveBid will remit to the Debtors from those sums collected as buyer's premium a sum equal to 5% of the gross proceeds collected from purchasers participating online and 6% of the gross proceeds collected from purchasers participating on-site. In addition, the Debtors have agreed to: (i) provide Dovebid an allowance towards certain advertising and marketing expenses; (ii) reimburse DoveBid for pre-approved actual out-of-pocket labor expenses; and (iii) reimburse DoveBid for actual and reasonable travel and miscellaneous out-of-pocket expenses in the form of auction allowance. The auction allowance will not exceed $75,000, and will be deducted from the gross proceeds and paid to DoveBid following the auction. The Debtors and DoveBid acknowledge that a certain portion of the Debtors' assets are subject to a first priority security interest in favor of GECC, and agree that the minimum bid for the GECC assets will be $900,000, plus the buyer's premium. However, DoveBid may accept a selling price as low as $783,000 for the GECC Assets provided that DoveBid contribute that portion of DoveBid's share of the buyer's premium collected necessary to bring GECC's realization with respect to the GECC Assets to $900,000. In the event that DoveBid receives offers prior to the auction and the Debtors determine that a privately negotiated sale is more appropriate, DoveBid and the Debtors will submit the offers and recommendations for approval. If the Debtors consummate the sale of substantially all of the assets prior to the date of the auction, the Debtors may terminate the agreement provided the Debtors: (a) reimburse DoveBid for all actual and documented expenses incurred through the date of the termination not to exceed $75,000; and (b) pay DoveBid a termination fee in the amount of (i) $90,000 if the cancellation occurs more than two weeks prior to the date of the auction or (ii) $180,000 if the cancellation occurs within two weeks prior to the date of the auction. The Debtors agree to pay the expenses and termination fee within 10 business days following consummation of the sale including payment thereof and receipt of DoveBid's invoice. In the event that not all assets are purchased prior to the auction, an auction sale of the remaining assets is still commercially practicable in DoveBid's sole discretion. DoveBid will permit withdrawals provided the Debtors pay DoveBid a withdrawal fee, prior to the date of the auction, equal to 10% of the anticipated auction selling prices of the withdrawn assets. The Debtors believe that the employment of DoveBid is in the best interests of the Debtors and their estates. The firm can be reached at: Nicholas Jimenez DoveBid Inc. 200 Corporate Pointe, Suite 300 Culver City, CA 90230 Telephone: (1-310) 775-6700 Fax: (1-310) 775-6800 http://www.dovebid.com/ Headquartered in Butner, North Carolina, SAI Holdings Ltd. manufactures and retails vinyl-coated upholstery fabrics. The company filed for Chapter 11 protection on Nov. 8, 2006 (Bankr. N.D. Ohio Case No. 06-33227). Its debtor-affiliates, Athol Manufacturing Corp. (Bankr. Case No. 06-33228) and Sandusky, Ltd. (Bankr. Case No. 06-33229) filed for separate chapter 11 petitions on that same date. Ronald E. Gold, Esq. and Douglas L. Lutz, Esq., at Frost Brown Todd LLC represent the Debtors in their restructuring efforts. Jason W. Bank, Esq., in Bloomfield Hills, Michigan serves as counsel to the Official Committee of Unsecured Creditors. In their schedules, the Debtors listed total assets of $4,764,538 and total liabilities of $23,291,638. SAMARITAN HOSPITAL: Court Okays Sale to UK HealthCare ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky last week approved the sale of Samaritan Alliance, L.L.C., dba Samaritan Hospital's assets to UK HealthCare. UK Healthcare is owned by the University of Kentucky. At a release posted on its website, UK HealthCare says that the hospital will be renamed UK HealthCare-Good Samaritan. According to Dr Michael Karpf, executive vice president of health affairs for the University of Kentucky, the transaction is expected to be completed by July 1, 2007. Mr. Karpf says that a team of administrators at UK HealthCare and Samaritan already have been working on transition issues which includes the use of beds and transition of employees between the two hospitals "We are extremely pleased to receive approval from the court to move forward with this important transaction," Mr. Karpf said. "This move is important for UK HealthCare. It's important for Samaritan and it's important in terms of ensuring the continued presence of a trusted health care provider for downtown and north Lexington." Based in Lexington, Kentucky, Samaritan Alliance, L.L.C., dba Samaritan Hospital, provides a range of health and wellness services. The company and its affiliates filed for chapter 11 protection on April 16, 2007 (Bankr. E.D. Ky. Case No. 07-50735). When the Debtors filed for protection from their creditors, they listed total assets of $21,054,795 and total debts of $25,645,512. SAMARITAN HOSPITAL: Court OKs Bunch & Brock as Bankruptcy Counsel ----------------------------------------------------------------- The United States Bankruptcy Court for the Easter District of Kentucky gave Samaritan Alliance LLC dba Samaritan Hospital and its debtor-affiliates, permission to employ Bunch & Brock, as their counsel. Bunch & Brock is expected to render legal services relating to the Debtors' day-to-day bankruptcy administration and issues that arise out of the Debtors' business operations. Documents filed with the Court did not disclose the firm's compensation rates. W. Thomas Bunch II, Esq., assures the Court that the firm does not hold any interest adverse to the Debtors' estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Based in Lexington, Kentucky, Samaritan Alliance, L.L.C., dba Samaritan Hospital, provides a range of health and wellness services. The company and its affiliates filed for chapter 11 protection on April 16, 2007 (Bankr. E.D. Ky. Case No. 07-50735). When the Debtors filed for protection from their creditors, they listed total assets of $21,054,795 and total debts of $25,645,512. SAMARITAN HOSPITAL: Gess Mattingly Approved as General Counsel -------------------------------------------------------------- The United States Bankruptcy Court for the Easter District of Kentucky gave Samaritan Alliance LLC dba Samaritan Hospital and its debtor-affiliates, permission to employ Gess, Mattingly & Atchinson P.S.C., as their general legal counsel. The firm is expected to provide general, day-to-day non-bankruptcy legal services relating to the day-to-day business operations of the Debtors' case, including personnel matters, employment law, health law interpretation. The Debtors tells the Court that the firm's attorneys will not be involved in the Debtors' bankruptcy case other than referrals of legal matters from the Debtors' counsel. The Debtor tells the Court that it paid $15,885 for professional services to the firm. Joseph H. Miller, Esq., an attorney of the firm, bills $250 per hour for this engagement. Mr. Miller assures the Court that he does not any interests adverse to the Debtors' estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Mr. Miller can be reached at: Joseph H. Miller, Esq. Gess Mattingly & Atchison P.S.C. 201 West Short Street Lexington, KY 40507-1269 Tel: (859) 252-9000 Fax: (859) 233-4269 http://www.gmalaw.com/ Based in Lexington, Kentucky, Samaritan Alliance, L.L.C., dba Samaritan Hospital, provides a range of health and wellness services. The company and its affiliates filed for chapter 11 protection on April 16, 2007 (Bankr. E.D. Ky. Case No. 07-50735). When the Debtors filed for protection from their creditors, they listed total assets of $21,054,795 and total debts of $25,645,512. SELECT MEDICAL: Cancels Stock Purchase Agreement with Nexus Health ------------------------------------------------------------------ Select Medical Corporation and Nexus Health Systems Inc. have mutually agreed to terminate the Stock Purchase Agreement entered on March 26, 2007, pursuant to Select acquiring the business of Nexus. Select Medical has signed a definitive agreement to acquire the business of Nexus Health for approximately $49 million in cash plus the assumption of a capital lease. The purchase price is subject to adjustment based on Nexus's net working capital, cash and indebtedness. About Nexus Health Headquartered in Houston, Texas, Nexus Health Systems Inc. -- http://www.nhsltd.com/-- provides medical services in the residential and medical specialty fields. HealthBridge Children's Hospital in Orange, California is a pediatric facility licensed as an acute care pediatric hospital to accommodate both acute care pediatric needs and long-term sub-acute care. HealthBridge Children's Hospital in Houston, Texas is a pediatric specialty hospital. Nexus Specialty Hospital is a long-term acute care hospital in Shenandoah, Texas, with a satellite campus in The Woodlands, Texas. Touchstone Neurorecovery Center, located in Conroe, Texas, offers neurobehavioral rehabilitation programs designed to meet the behavioral, vocational and community re-entry needs of residents with brain and other neurological injuries. About Select Medical Select Medical Corporation -- http://www.selectmedicalcorp.com/-- is an operator of specialty hospitals in the United States. Select operates 89 long-term acute care hospitals in 26 states. Select operates three acute medical rehabilitation hospitals in New Jersey. Select is also a leading operator of outpatient rehabilitation clinics in the United States, with more than 1,100 locations in 37 states and the District of Columbia. Select also provides medical rehabilitation services on a contract basis at nursing homes, hospitals, assisted living and senior care centers, schools and worksites. * * * As reported in the Troubled Company Reporter on March 15, 2007, Standard & Poor's Ratings Services affirmed its ratings on specialty hospital operator Select Medical Corp. (B/Negative/--). The affirmation follows the company's increase in the size of its senior secured term loan B by $100 million, to $670 million and includes the 'B+' bank loan rating and '1' recovery rating on the loan. SERVICEMASTER CO: S&P Rates $3.35 Billion Senior Facilities at B+ ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on The ServiceMaster Co. to 'B' from 'BB+'. At the same time, Standard & Poor's lowered its rating on ServiceMaster's existing senior unsecured debt to 'CCC+' from 'BB+', reflecting its junior position relative to the firm's new secured debt. All ratings were removed from CreditWatch, where they were originally placed with negative implications on Nov. 28, 2006, following the company's board of directors' decision to explore strategic alternatives to maximize shareholder value. The rating outlook is negative. At the same time, Standard & Poor's assigned its loan and recovery ratings to ServiceMaster's proposed $3.35 billion senior secured credit facilities, consisting of a: * $500 million revolver, * $2.65 billion term loan, and * $200 million synthetic letter of credit facility. The facilities were rated 'B+' with a recovery rating of '2', indicating the expectation for substantial (70%-90%) recovery in the event of a payment default. These ratings are based on preliminary documentation and are subject to revision upon receipt and review of final documentation. The ratings on ServiceMaster reflect its very highly leveraged financial profile following its pending acquisition by an investment group led by Clayton, Dubilier & Rice Inc. for about $5.6 billion, which will result in pro forma total debt to EBITDA exceeding 9x at closing and significant cash flow requirements to fund interest. Ratings support is provided by ServiceMaster's good business positions in its fragmented and competitive end markets, which have translated into good cash flow generation from a fairly diverse portfolio of services, despite some exposure to weather conditions in two of three of its key businesses. "We expect operating performance to gradually improve over the next few years through continued improvement in retention rates, productivity savings from functional support areas resulting from completing the company's restructuring project, and cost savings from consolidating its Memphis headquarters," said Standard & Poor's credit analyst Jean Stout. "Nevertheless, leverage is very high following the buyout." SILVERWING ENERGY: Gets Extension on Tomahawk Agreement to Dec. 31 ------------------------------------------------------------------ Silverwing Energy Inc. has obtained an extension to the Tomahawk Farmin Agreement to Dec. 31, 2007 from Canadian Natural Resources Limited and Imperial Oil Resources. Silverwing was required, to obtain the extension, to provide payment to CNRL and IOR of $500,000 in consideration of the Farmin Agreement extension and place an additional $11,100,000 in an escrow account. The Escrow Funds can be drawn down on a pro-rata basis as Silverwing meets the drilling commitments under the Farmin Agreement in 2007. The company disclosed that the funds to meet the Escrow Funds condition and the Extension Fee condition have been secured from Quest Capita Corp., in the form of a secured credit facility The terms of the Credit Facility was revised to increase the facility to $13 million from $12 million and proportionately increase the Quest standby fee and non-refundable bonus payment to $1,105,000 payable in common shares of Silverwing. The Silverwing Shares were priced at $0.30 per share which is the anticipated price of the Units to be sold under the Equity Offering noted below. 3,400,000 Silverwing Shares were issued to Quest at the closing of the Credit Facility and the remaining 283,333 Silverwing Shares will be issued on June 13, 2007. In the event that the price of the Units sold pursuant to the Equity Offering is below $0.30 per Unit, Silverwing has agreed to issue to Quest such additional Silverwing Shares as is necessary to make the total value of Silverwing Shares issued equal to $1,105,000. After the issuance of the aggregate 3,683,333 Silverwing Shares to Quest pursuant to the foregoing, Quest will hold 9.8% of the issued and outstanding shares of Silverwing. As consideration for arranging the Credit Facility, Jacob & Company Securities Inc. will receive $325,000 as a corporate finance fee. Approximately $1,000,000 of the Credit Facility funds will be paid to National Bank of Canada, Silverwing's primary lender, as a reduction of their outstanding credit facility with National Bank in order to keep Silverwing onside of its financial covenants under the National Bank facility. The remaining $75,000 will be used by Silverwing for outstanding trade payables. Marketing initiatives for the equity financing efforts are continuing to progress well. The corporation intends to use the proceeds of the Equity Offering, net of fees and expenses, to pursue its development and exploration program in the Tomahawk area of Alberta to fund working capital and to fully repay the Credit Facility. The special committee of the board of directors of Silverwing composed of Drew Tumbach, Robert Wagemakers and Geoff Waterman, each of whom is free from any interest in the Equity Offering or the Credit Facility and is unrelated to any of the parties involved in the Equity Offering or the Credit Facility, further recommended that the corporation proceed with the revised Credit Facility and that, as a result of the deadline to deposit the Escrow Funds by the further extension date of June 6, 2007, Silverwing make an application to the TSX pursuant to Section 604(e) of the TSX Company Manual for an exemption from the requirement to seek shareholder approval on a determination of financial hardship, which has been subsequently approved by the TSX. Based on this recommendation, the board has determined that Silverwing is currently in serious financial difficulty, that the revised Credit Facility is designed to improve its financial position and that is reasonable in the circumstances, and has approved the revised Credit Facility. About Silverwing Energy Based in Calgary, Canada, Silverwing Energy Inc. (TSX:SVW,SVW.WT) is a crude oil and natural gas exploration and production company. By implementing its strategic plan in key focus areas located throughout the Western Canadian Sedimentary Basin, Silverwing is well positioned to achieve its growth plans for the benefit of its shareholders. * * * In its interim quarterly financial statements for the three months ended March 31, 2007, the company indicated that it was in breach of a covenant that required it to maintain a positive working capital ratio of 1:1 for the revolving reducing demand loan facility. To remove the breach, Silverwing is currently in the process of recapitalizing the company by raising additional equity. As of May 14, 2007, the company had outstanding bank debt of $14.4 million and a working capital deficit of approximately $25.2 million. SMART MODULAR: Ezra Perlman Resigns as Director ----------------------------------------------- SMART Modular Technologies (WWH), Inc., disclosed that Ezra Perlman's resignation as a director became effective June 5, 2007. Mr. Perlman's resignation was consistent with the company's need to increase the number of independent directors as it is no longer a controlled company and was not related to any disagreement with the company regarding its operations, policies or practices. The company also announced that the Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee, appointed D. Scott Mercer as a director, effective June 5, 2007, to fill the vacancy created by Mr. Perlman's resignation. Mr. Mercer also has been appointed to serve on the Audit Committee. There are no arrangements or understandings between Mr. Mercer and the company or any other persons pursuant to which he was appointed as a director. There are no transactions or proposed transactions to which the company was or is a party in which Mr. Mercer has a direct or indirect material interest. Mr. Mercer will be compensated as a director pursuant to the company's compensation policy for non-employee independent directors. About SMART Modular SMART Modular Technologies (WWH) Inc. (Nasdaq: SMOD) -- http://www.smartm.com/--designs, manufactures and supplies electronic subsystems to original equipment manufacturers, or OEMs. SMART offers more than 500 standard and custom products to OEMs engaged in the computer, industrial, networking, gaming, telecommunications, and embedded application markets. The company has design centers in California South Korea and Massachusetts. Its manufacturing facilities are located in California, Malaysia, Brazil, Dominican Republic and Puerto Rico. * * * Moody's Investors Service assigned a B2 rating to SMART Modular Technologies (WWH) Inc.'s $125 million senior secured second lien notes due 2012 issued under Rule 144A. Standard & Poor's Ratings Services assigned its B+ corporate credit rating to Fremont, California-based SMART Modular Technologies (WWH) Inc. SOVRAN SELF: Board Declares Quarterly Dividend of $0.62 per Share ----------------------------------------------------------------- Sovran Self Storage Inc.'s board of directors disclosed the company's quarterly dividend of $0.62 per share of common stock. The annualized dividend of Sovran Self is $2.48 per share which, based on June 7's share price, equates to an annual rate of approximately 4.8%. The dividend will be paid on July 20, 2007 to Shareholders of record on July 5, 2007. Sovran Self Storage Inc. (NYSE: SSS) -- http://www.sovranss.com/ -- is a self-administered and self-managed equity real estate investment trust whose business is acquiring, developing and managing self-storage facilities. The company owns and manages 328 stores in 22 states under the name Uncle Bob's Self Storage(R). * * * Sovran Self Storage, Inc.'s preferred stock carries Moody's Investors Service's Ba1 rating. STEAKHOUSE PARTNERS: Posts $692,000 Net Loss in Qtr. Ended Mar. 27 ------------------------------------------------------------------ Steakhouse Partners Inc. reported a net loss of $692,000 on revenues of $12,107,000 for the first quarter ended March 27, 2007, compared with a net loss of $1,000 on revenues of $12,886,000 for the same period ended March 28, 2006. The decline in revenues was the result of a decrease in same-store sales of 6.0% for the 25 comparable restaurants in 2007 versus the same thirteen-week period in 2006. The increase in net loss for the thirteen-week period ended March 27, 2007, was principally the result of soft revenue for the period compounded with higher labor cost and not having the benefit of the settlement of an old Plan of Reorganization claim with the State of California of $380,000 that was recorded in 2006. At March 31, 2007, the company's balance sheet showed $28,523,000 in total assets, $23,210,000 in total liabilities, and $5,313,000 in total stockholders' equity. The company's balance sheet at March 31, 2007, also showed strained liquidity with $1,372,000 in total assets, available to pay $13,319,000 in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended March 27, 2007, are available for free at http://researcharchives.com/t/s?20c0 Going Concern Doubt Mayer Hoffman McCann PC, in San Diego, Calif., expressed substantial doubt about Steakhouse Partners Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm reported that the company has been unable to earn a profit during any year, and that the company also maintained a current ratio of 0.15:1 and 0.21:1 for Dec. 31, 2006 and 2005, respectively. Additionally, the company had a working capital deficit of approximately $11,900,000 and $9,700,000 in 2006 and 2005, respectively. The company is also negotiating with the trustee for the unsecured creditors to repay the balance of the debt owed to it per the company's Plan of Reorganization. The company plans on refinancing the Plan debt by securing a term loan to satisfy the unsecured creditors and/or through the sale of non-core assets. About Steakhouse Partners Headquartered in San Diego, Calif., Steakhouse Partners Inc. (OTC BB: STKP.OB) -- http://www.paragonsteak.com/-- through its wholly owned subsidiary Paragon Steakhouse Restaurants Inc., owns and operates 25 restaurants in 8 states. Steakhouse operates principally under the names of Hungry Hunter, Hunters Steakhouse, Mountain Jack's, and Carver's. Steakhouse Partners filed for Chapter 11 protection on Feb. 15, 2002 (Bankr. C.D. Calif. (Riverside Div.) Case No. 02-12648). The company emerged from bankruptcy on Dec. 31, 2003, pursuant to a Plan of reorganization. TOWER AUTOMOTIVE: Inks Asset Purchase Pact with TA Acquisition -------------------------------------------------------------- Tower Automotive Inc. and its debtor-affiliates told the United States Bankruptcy Court for the Southern District of New York that after prolonged arm's-length negotiations, it executed an asset purchase agreement on May 1, 2007, with TA Acquisition Company, LLC, an affiliate of Cerberus Capital Management L.P., subject to higher and better offers at the June 25, 2007 auction. As previously reported, the Debtors agreed in principle to sell substantially all of their assets to Cerberus Capital for roughly $1 billion subject to higher and better offers, Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, relates. The salient terms of the APA are: Seller: Tower Automotive, Inc. and it debtor-affiliate signatories Purchaser: TA Acquisition Company, LLC Acquired Assets: (a) all property and assets of the Seller including, but not limited to all property; all assets; all cash and cash equivalents; all accounts and intercompany receivables; and all claims against Foreign Entities; (b) to the extent they relate to any Acquired Asset, Assumed Contract, Assumed Liability or any claim or allegation that TA Acquisition is liable or responsible for a Liability of the Debtors, whether or not TA Acquisition has assumed the Liability -- claims, credits, security or other deposits, including recoverable deposits, prepayments, prepaid assets, prepaid expenses, prepaid rent, deferred charges, refunds or claims for refunds, causes of action, defenses, counter- claims, cross- claims, third party claims, rights of recovery, rights of set-off and rights of recoupment, insurance proceeds and all rights under historical or current insurance policies of any member of the Tower Group, and, in each case, security interests, as applicable, as of the Closing Date; (c) all the assets reflected on the Debtors' Balance Sheet provided the assets have not been disposed of by the Tower Group in the ordinary course of business or pursuant to a Court ruling after the Balance Sheet Date; and (d) all trusts, insurance contracts, accounts and funding arrangements relating to any Assumed Plans. Excluded Assets: (a) All rights of any seller pursuant to the APA and the Ancillary Agreements; (b) The Chapter 5 Claims set forth in the APA, and claims in respect of Excluded Assets and claims directly related to Excluded Liabilities which are not Liabilities to customers, suppliers or other business relations with whom TA Acquisition does business after the Closing and which are identified to TA Acquisition in advance of any action being taken to collect on the claims and as to which TA Acquisition does not object to the claim being asserted in its reasonable discretion; (c) Any asset or contract which TA Acquisition identifies in writing to the Debtors before June 22, 2007, provided that the exclusion of any asset or contract will not reduce or otherwise affect the amount of the Purchase Price; (d) Any non-material asset or contract which TA Acquisition identifies in writing to the Debtors from June 23, 2007, until at least 10 business days before the Closing. For avoidance of doubt, the exclusion of any asset or contract will not reduce or otherwise affect the amount of the Purchase Price; (e) Any equity interests in any of the Debtors; (f) Any Foreign Entity identified on the APA or as determined by TA Acquisition; (g) The assets identified on the APA; and (h) All beneficial tax attributes to the extent not transferable by applicable law and the Debtors' U.S. federal net operating loss carry-forwards. Assumed Contracts: The Debtors' Collective Bargaining Agreements identified on the APA, the Change in Control Agreements, the KERP Agreements and any other contract set forth in the APA. Assumed Liabilities: * All Working Capital Obligations; * All benefit obligations pursuant to the Consolidated Pension Plan and the other Assumed Plans; * All contingent Liabilities payable pursuant to the terms of the Change in Control Agreements; * The KERP Liability; * All Liabilities pursuant to Assumed Contracts arising after the Closing. For avoidance of doubt, the obligations will not include any amounts necessary to satisfy the Cure Amounts pursuant to Section 365 of the Bankruptcy Code in connection with the assignment and assumption of the Assumed Contracts; * All statutory environmental Liabilities which (1) arise under Environmental Laws, (2) are associated with real property acquired by TA Acquisition or its affiliates, (3) are enforced by a Governmental Entity, and (4) are not "claims" as defined in Section 101(5) of the Bankruptcy Code; * The current balance due with respect to the Marsh Financing, provided all benefits of the insurance policies are received by or are available to TAC Acquisition, as contemplated in the definition of Acquired Assets; * If no amount is paid by TA Acquisition for the IRB Payment pursuant to the APA, all the Debtors' Liabilities pursuant to the Industrial Revenue Bonds; and * The Retiree Benefit Settlements, prepetition and postpetition worker compensation claims, and the Assumed Liabilities will not include any amounts included in the categories constituting Capped Payments. Purchase Price: The sum of the DIP Payment, Second Lien Payment, the IRB Payment, the Unsecureds Claim Payment, Unsecureds Funds Payment, the Allowed Secured Claims Payment, the Allowed Administrative Claims Payment, the Allowed Priority Claims Payment, the Cure Amounts Payment, the Indemnification Payment, the Tail Payment and the Escrow Fee Payment. Deposit: TA Acquisition deposited with the Escrow Agent, pursuant to the terms of the Escrow Agreement, $25,000,000 by wire transfer of immediately available funds, which deposit will be held and released in accordance with the provisions of the Escrow Agreement and the other provisions contained in the APA. Provided that the transactions contemplated in the APA are consummated, the Deposit will be paid to the DIP Lenders at the Closing as more fully set forth in the APA. Closing: The consummation of the transactions contemplated by the APA will take place at the Closing to be held at the offices of Kirkland & Ellis LLP, 153 East 53rd Street, in New York, at 9:00 a.m., E.S.T., on July 31, 2007, or if mutually agreed upon in writing by the Debtors and TA Acquisition the second business day after, but not including, the date on which the last of the conditions set forth in the APA are satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing. Mr. Sathy further notes that the APA contains items, which may be considered Extraordinary Provisions under the Guidelines for the Conduct of Asset Sales: -- The proposed form of the Court ruling contains certain findings with respect to the Acquired Assets being free of successor liability. TAC Acquisition has requested the findings as part of its offer for the Acquired Assets; -- The proposed form of the Court ruling requests a waiver from any stamp taxes and other applicable transfer taxes in connection with the sale and transfer of the Acquired Assets; and -- The proposed form of the Court ruling contains a waiver of the stays imposed by Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure. Against this backdrop, the Debtors ask the Court to: (a) approve the APA between the Debtors and TA Acquisition, or other forms of purchase agreements between the Debtors and the Successful Bidder, as defined in the Marketing Protocol Order; (b) authorize the closing of the sale of the Acquired Assets to TA Acquisition, or the Successful Bidder, free and clear of all claims and interests, other than permitted encumbrances and assumed liabilities; and (c) authorize their assumption of the Assumed Contracts, and the assignment of the Assumed Contracts to TA Acquisition or the Successful Bidder. According to Mr. Sathy, contemporaneously with the filing of the request, the Debtors have sought approval of cure and notice procedures for the assumption and assignment of executory contracts and unexpired leases. The Cure Procedures Motion proposes a process by which the Debtors can establish the cure amounts for the Assumed Contracts, and otherwise comply with the requirements of Section 365 of the Bankruptcy Code. A preliminary list of the Assumed Contracts with projected cure amounts is available for free at: http://bankrupt.com/misc/Tower63Assumed The list remains subject to further review by the Debtors and TA Acquisition, and may be amended to add or remove certain Assumed Contracts, Mr. Sathy tells the Court. The sale and transfer of the Acquired Assets and Assumed Contracts is necessary to the confirmation and the consummation of the Debtors' Chapter 11 Plan, Mr. Sathy asserts. The value to be realized from the sale of the Acquired Assets is the centerpiece of the Debtors' strategy to emerge from Chapter 11. Unless objections to the request are received no later than 4:00 p.m. (EDT) on July 6, 2007, the Court may grant the request without hearing. A full-text copy of the executed version of the APA between the Debtors and TA Acquisition is available for free at: http://bankrupt.com/misc/Tower63AssetPurchaseAgreement.pdf About Tower Automotive Headquartered in Grand Rapids, Michigan, Tower Automotive Inc. -- http://www.towerautomotive.com/-- is a global designer and producer of vehicle structural components and assemblies used by every major automotive original equipment manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo. Products include body structures and assemblies, lower vehicle frames and structures, chassis modules and systems, and suspension components. The company has operations in Korea, Spain and Brazil. The company and 25 of its debtor-affiliates filed voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-10601). James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent the Debtors in their restructuring efforts. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $787,948,000 in total assets and $1,306,949,000 in total debts. On May 1, 2007, the Debtors filed their Chapter 11 Plan of reorganization and Disclosure Statement explaining that plan. On June 4, 2007, the Debtors submitted an Amended Plan and Disclosure Statement. The Court approved the adequacy if the Amended Disclosure Statement on June 5, 2007. The hearing to consider confirmation of the Debtors' Amended Plan is set for July 11, 2007. (Tower Automotive Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) TOWER AUTOMOTIVE: Lexington Wants Adequate Assurance on Lease ------------------------------------------------------------- Lexington Lion Plymouth LP tells the U.S. Bankruptcy Court for the Southern District of New York that it leases to Tower Automotive, Inc. the premises located at 43955 Plymouth Oaks Boulevard in Plymouth, Michigan, one of the assets to be transferred to TA Acquisitions Company, LLC. Harvey A. Strickson, Esq., at Paul, Hastings, Janofsky, & Walker LLP, in New York, contends that before the Court may approve the assignment of the lease, TAPC must assume it and "provide adequate assurance of future performance by the assignee to Lexington." To date, Lexington has not been provided with any financial statement despite having made a request to the Debtors' counsel, Mr. Strickson says. About Tower Automotive Headquartered in Grand Rapids, Michigan, Tower Automotive Inc. -- http://www.towerautomotive.com/-- is a global designer and producer of vehicle structural components and assemblies used by every major automotive original equipment manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo. Products include body structures and assemblies, lower vehicle frames and structures, chassis modules and systems, and suspension components. The company has operations in Korea, Spain and Brazil. The company and 25 of its debtor-affiliates filed voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-10601). James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent the Debtors in their restructuring efforts. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $787,948,000 in total assets and $1,306,949,000 in total debts. On May 1, 2007, the Debtors filed their Chapter 11 Plan of reorganization and Disclosure Statement explaining that plan. On June 4, 2007, the Debtors submitted an Amended Plan and Disclosure Statement. The Court approved the adequacy if the Amended Disclosure Statement on June 5, 2007. The hearing to consider confirmation of the Debtors' Amended Plan is set for July 11, 2007. (Tower Automotive Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) TSG INC: Files Disclosure Statement in Oklahoma ----------------------------------------------- TSG Inc. and its debtor-affiliates filed with U.S. Bankruptcy Court for the Eastern District of Oklahoma their Chapter 11 Plan of Liquidation and a Disclosure Statement explaining that plan. The Plan contemplates an orderly liquidation of the Debtors' assets to maximize the distribution to its creditors. Under the Plan, Administrative Claims will be paid in full. All Secured Claims against the Debtors will retain all of the liens and all of the security interests in the collateral that secured their liens. Holders of Unsecured Claims, totaling $38,648,829, will receive a pro rata distribution from the liquidating agent. Holders of Equity Interest and Subordinated Claims will not receive any distribution under the Plan. Headquartered in Oklahamo, TSG Inc. -- http://www.tsgincorporated.com/-- is a private health care company operating under the name, The Schuster Group. The company filed for Chapter 11 protection on Nov. 9, 2006 (Bankr. E.D. Ok. Case No. 06-80899). Cherish King Ralls, Esq., at Crowe & Dunlevy, represents the Detbotrs. Ross A. Plourde, Esq., at Mcafee & Taft, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts between $1 million to $100 million. UNIVERSAL HOSPITAL: PwC Dismissed as Accountants ------------------------------------------------ Universal Hospital Services Inc. disclosed that on June 5, 2007, the Audit Committee of its Board of Directors dismissed PricewaterhouseCoopers LLP as the company's independent registered public accounting firm. During the fiscal years ended December 31, 2005 and 2006 and through June 5, 2007, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to PwC's satisfaction, would have caused PwC to make reference thereto in its report regarding the company's financial statements for such years. During the fiscal years ended December 31, 2005 and 2006 and through June 5, 2007, there were no "reportable events," as that term is defined under Item 304(a)(1)(v) of Regulation S-K. The report of PwC on the financial statements of the company for the fiscal years ended December 31, 2005 and 2006 did not contain any adverse opinion or disclaimer of opinion, and such report was not qualified or modified as to uncertainty, audit scope or accounting principle. The company is currently engaged in discussions with an independent auditing firm to replace PwC and to serve as the company's independent registered public accounting firm. The engagement of a new independent registered public accounting firm will be approved by the Audit Committee of the Board of Directors. About Universal Hospital Services Universal Hospital Services Inc. -- http://www.uhs.com/-- is a medical equipment lifecycle services company. UHS offers comprehensive solutions that maximize utilization, increase productivity and support optimal patient care resulting in capital and operational efficiencies. UHS currently operates through more than 75 offices, serving customers in all 50 states and the District of Columbia. For the twelve months ended Dec. 31, 2006 the company reported revenues of approximately $225 million. * * * As reported in the Troubled Company Reporter on May 16, 2007, Moody's Investors Service assigned ratings to UHS Merger Sub Inc. in connection with the pending leveraged buyout of Universal Hospital Services, Inc. Moody's assigned a B2 Corporate Family Rating, a B3 rating to the proposed $230 million second lien floating rate notes and a B3 rating to the proposed $230 million second lien toggle notes. The proposed financing also includes a $135 million senior secured revolving credit facility that will not be rated by Moody's. The rating outlook for UHSM is stable. URSTADT BIDDLE: Directors Confirm Common Stock Quarterly Dividends ----------------------------------------------------------------- Urstadt Biddle Properties Inc.'s directors declared quarterly dividends on the company's Class A Common Stock and Common Stock, at their regular meeting. The dividends were declared in the amount of 23> for each share of Class A Common Stock and 20.75> for each share of Common Stock. The dividends are payable July 20, 2007 to stockholders of record on July 6, 2007. The dividends were unchanged from the previous quarterly rates and represent the 150th consecutive quarterly dividend on common shares declared since the company began operating in 1969. The directors of UBP also declared the regular quarterly dividends on the company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. The dividends were declared in the amount of $2.2475 for each share of Series B Preferred Stock, $2.125 for each share of Series C Preferred Stock and $.46875 for each share of Series D Preferred Stock. The dividends are payable July 31, 2007, to stockholders of record on July 20, 2007. Headquartered in New York City, Urstadt Biddle Properties Inc. (NYSE: UBA and UBP) -- http://www.ubproperties.com/-- is a self- administered equity real estate investment trust providing investors with a means of participating in ownership of income- producing properties and investment liquidity. UBP owns 38 properties containing 3.7 million square feet of space. UBP's core properties consist principally of community shopping centers located in the northeast with a concentration in suburban New York, Connecticut and New Jersey. * * * As reported in the Troubled Company Reporter on March 28, 2007, Fitch Ratings has affirmed Urstadt Biddle Properties Inc.'s Issuer Default Rating at 'BB+'. Fitch also affirms the 'BB' rating on the $114 million outstanding preferred stock. The Rating Outlook remains Stable. VARIETAL DISTRIBUTION: Moody's Puts Corporate Family Rating at B3 ----------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating to Varietal Distribution Merger Sub, Inc. (formerly VWR International, Inc.). Moody's will be withdrawing ratings assigned to VWR International, Inc., CDRV Investors, Inc. and CDRV Investment Holdings Corporation. The ratings outlook is stable. This rating action follows a May 2, 2007 announcement that the parent company of VWR International, Inc., CDRV Investors, Inc. entered into an agreement and plan of merger among Varietal Distribution Holdings, LLC and its wholly-owned subsidiary, Varietal. Under the proposed merger agreement, Varietal will merge with and into CDRV. As a result, CDRV will continue as a wholly-owned subsidiary of Holdings, and Varietal will cease to exist. Thus, the ratings being assigned to Varietal will become ratings of CDRV once the merger is completed. Holdings is an affiliate of Madison Dearborn Partners, LLC, (the sponsor) which is acquiring Varietal for approximately $3.8 billion, including the assumption of $2.6 billion of total outstanding debt of: VWR International, Inc., CDRV Investors, Inc. and CDRV Investment Holdings Corporation. Moody's expects that the transaction will be financed with $2.6 billion of new debt and $1.4 billion of preferred equity. The total transaction consideration represents approximately 14.8 times pro-forma EBITDA of $270 million for the twelve month period ended March 31, 2007. The B3 Corporate Family Rating reflects the significant level of outstanding debt relative to the limited cash flow of the new company. Although Varietal benefits from the size, stability and diversity of its distribution business, the company's cash flow is constrained by low operating margins and high interest expense. Moody's also expects minimal debt reduction, and thus very little improvement in the company's key credit metrics, including cash flow coverage of adjusted debt and debt/EBITDA, over the next few years. Moody's also notes that it is treating 50% of total preferred stock (approximately $700 million) as debt instead of equity, which further constrains the credit metrics of the company. Ratings to be assigned to Varietal Distribution Merger Sub, Inc.: -- $250 Multi-Currency Revolving Credit Facility, rated B1, LGD-2, 26%; -- $715 Million USD Senior Secured Term Loan B, rated B1, LGD-2, 26%; -- $700 Million Euro Senior Secured Term Loan B, rated B1, LGD-2, 26%; -- $675 Million Senior Unsecured Notes, rated Caa1, LGD-5, 73%; -- Corporate Family Rating, B3; -- Probability of Default Rating, B3; -- Speculative Grade Liquidity Rating, SGL-3. These ratings assigned to VWR International, Inc. will be withdrawn once the financing is completed: -- $175 Million Senior Secured EURO Term Loan, Ba2, LGD2, 12%; -- $415 Million Senior Secured Guaranteed US Dollar Term Loan, due 2009, Ba2, LGD2, 12%; -- $150 Million Senior Secured Guaranteed Revolver, due 2009, Ba2, LGD2, 12%; -- $200 Million 6.875% Senior Unsecured Guaranteed Notes, due 2012, B1, LGD3, 40%; -- $320 Million Senior Subordinated Unsecured Notes, due 2014, B3, LGD4, 62%; -- Speculative Grade Liquidity Rating, SGL-2. These ratings assigned to CDRV Investors, Inc. will be withdrawn once the acquisition is completed: -- $350 Million Senior Floating Rate Notes, Caa1, LGD6, 92%. These ratings assigned to CDRV Investment Holdings Corporation will be withdrawn once the acquisition is completed: -- $481 Million (face value) Senior Discount Notes, due 2015, rated Caa1, LGD5, 79%. These ratings are subject to Moody's review of the final documentation associated with this transaction. Varietal Distribution Merger Sub, Inc. (to be merged with and into CDRV), headquartered in West Chester, Pennsylvania, is a global leader in the distribution of scientific supplies, with worldwide sales of $3.26 billion in 2006. The company's business is highly diversified across a spectrum of products and services, customer groups and geography. Headquartered in West Chester, Pennsylvania, VWR International, -- http://www.vwr.com-- is engaged in the distribution of scientific products. It serves more than 250,000 customers in the life science, industrial, governmental, health care and educational markets, and also offers Production Supplies and Services for electronic and pharmaceutical production. The company offers more than 750,000 products, from more than 5,000 manufacturers, to over 250,000 customers throughout North America and Europe. In Europe, VWR International maintains operations in Austria, Belgium, Sweden, Ireland, Portugal, Italy, Germany and the United Kingdom. VWR INT'L: Pending Madison Dearborn Deal Cues S&P to Hold B Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on VWR International Inc. and removed it from CreditWatch, where it had been placed with negative implications on May 3, 2007. The outlook is stable. At the same time, Standard & Poor's assigned its 'B+' bank loan rating to Varietal Distribution Merger Sub Inc.'s $250 million senior secured revolving credit facility maturing 2013 and $1.415 billion senior secured term loan due 2014. Standard & Poor's also assigned a recovery rating for both loans of '2', indicating that lenders can expect substantial (70%-90%) recovery in the event of a payment default or bankruptcy. S&P also assigned a 'CCC+' rating to Varietal's $675 million senior unsecured notes due 2015, to be privately placed by the company in reliance on Rule 144A. The senior notes are rated two notches below the 'B' corporate credit rating as, in bankruptcy, recovery would be materially reduced by the large amount of secured debt. "These actions reflect the pending acquisition of VWR by a unit of private equity sponsor Madison Dearborn Partners LLC from previous owner Clayton, Dubilier & Rice," explained Standard & Poor's credit analyst David Lugg. "Although this largely debt-financed transaction will markedly increase adjusted leverage, the medium term cash requirements are well within VWR's internal cash generating capacity." When S&P treat MDP's preferred stock investment as an intermediate equity content hybrid with 50/50 debt to equity, S&P estimate adjusted debt to EBITDA will be more than 11x at year-end 2007. However, the preferred dividend is pay-in-kind, not cash, and loan amortization is not required until 24 months after closing. Moreover, interest payment on the senior notes can be all cash, 50% cash and 50% pay-in-kind, or 100% pay-in-kind at the issuer's discretion. Given VWR's well-established role as one of two leading distributors of laboratory supplies--a slowly growing but stable market--Standard & Poor's believes that the company has adequate capacity to meet cash needs. The speculative-grade ratings on VWR, a distributor of research laboratory products, reflect its heavy debt burden and VWR's well- established position in the stable and attractive laboratory supply market. W.R. GRACE: Wants to Contribute $71.8 Million to Retirement Plans ----------------------------------------------------------------- W.R. Grace & Co. and its debtor-affiliates asks the United States Bankruptcy Court for the District of Delaware for permission to make contributions to defined benefit retirement plans covering their employees in the United States required under federal law for the period from July 15, 2007, to April 15, 2008. The total of the legally required minimum contributions for the 2007-2008 Funding Period is approximately $72,000,000, James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub, LLP, in Wilmington, Delaware, tells the Court. The funded status of the Grace Retirement Plans has improved; however, the Plans are still underfunded by most accepted measures, according to Mr. O'Neill. The funding approach for the 2007-2008 Funding Period is to make only those contributions to the Grace Retirement Plans that are necessary to satisfy the minimums that are legally required by applicable law. Each contribution will be made no sooner than one month before the deadline imposed by federal law. For the 2007-2008 Contribution, the Debtors will follow this schedule: Payment Due Date Contributions Plan Year ---------------- ------------- --------- July 15, 2007 $8,982,359 2007 September 15, 2007 15,343,157 2006 October 15, 2007 14,830,385 2007 January 15, 2007 14,830,385 2007 April 15, 2007 17,873,596 2008 ------------- Total Contribution $71,859,882 ============= No changes are anticipated in applicable federal law that could affect the amount of the minimum contributions required to be made to the Grace Retirement Plans during the 2007-2008 Funding Period, except with respect to the first quarterly contribution for the 2008 plan year due April 15, 2008, to the extent that any regulations issued under the Pension Protection Act affect the calculation of contributions for that plan year, Mr. O'Neill maintains. The Debtors believe that continuing to make at least the legally required minimum contributions to each of the Grace Retirement Plans is essential in maintaining the morale of their workforce and confidence in their management. The employees are vital to maintaining and enhancing the value of the Debtors' estate and to the Debtors' successful reorganization, Mr. O'Neill avers. About W.R. Grace Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). James H.M. Sprayregen, Esq., at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan LLP represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Anderson Kill & Olick, P.C., represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C. Alan Runyan, Esq., at Speights & Runyan,to represent it. Lexecon, LLP, provided asbestos claims consulting services to the Official Committee of Equity Security Holders. The Debtors' filed their Chapter 11 Plan and Disclosure Statement on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan and Disclosure Statement. The hearing to consider the adequacy of the Debtors' Disclosure Statement began on Jan. 21, 2005. The Debtors' exclusive period to file a chapter 11 plan expires on July 23, 2007. The PI Estimation Trials will begin on Sept. 17, 2007. At Dec. 31, 2006, the W.R. Grace's balance sheet showed total assets of $3,620,400,000 and total debts of $4,189,100,000. (W.R. Grace Bankruptcy News, Issue No. 131; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: Inks Settlement Pact with Trumbull Memorial ------------------------------------------------------- W.R. Grace & Co. and its debtor-affiliates entered into a settlement agreement with Trumbull Memorial Hospital, which provides a certain amount that will be deemed as the final liquidation of Claim No. 7028. The Settlement Amount however was not disclosed in the parties' filing with the United States Bankruptcy Court for the District of Delaware. In September 2005, the Debtors objected to thousands of asbestos- related property damage claims, including Claim No. 7028 filed by Trumbull Memorial, on various grounds. Trumbull Memorial responded to the Debtors' objection and thereafter, the parties engaged in extensive negotiations to resolve the Trumbull Claim. For voting purposes with respect to a plan of reorganization, Trumbull Memorial will be entitled to one vote and the amount of the Trumbull Claim for voting purposes will be equal to the Settlement Amount. In the event that (i) a reorganization plan ultimately confirmed by the Court does not provide Trumbull Memorial distribution on its claim equal to 100% of the Settlement Amount, or (ii) the Debtors' bankruptcy case is converted to a case under Chapter 7 of the Bankruptcy Code, Trumbull Memorial may void the Settlement Agreement and re-assert its Claim as presently filed. The Debtors also seek the Court's permission to maintain the confidentiality of the Settlement Amount. Timothy P. Cairns, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub, P.C., in Wilmington, Delaware, asserts that given the current state of the PD Claims and the ongoing general public, disclosing the Settlement Amount would not be in the Debtors' best interest. Mr. Cairns relates that the Debtors will disclose the Settlement Amount to the Court in camera if requested. The Debtors will also disclose the Settlement Amount to the Official Committees appointed in the Debtors' cases and the Future Claims Representative. About W.R. Grace Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). James H.M. Sprayregen, Esq., at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan LLP represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Anderson Kill & Olick, P.C., represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C. Alan Runyan, Esq., at Speights & Runyan,to represent it. Lexecon, LLP, provided asbestos claims consulting services to the Official Committee of Equity Security Holders. The Debtors' filed their Chapter 11 Plan and Disclosure Statement on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan and Disclosure Statement. The hearing to consider the adequacy of the Debtors' Disclosure Statement began on Jan. 21, 2005. The Debtors' exclusive period to file a chapter 11 plan expires on July 23, 2007. The PI Estimation Trials will begin on Sept. 17, 2007. At Dec. 31, 2006, the W.R. Grace's balance sheet showed total assets of $3,620,400,000 and total debts of $4,189,100,000. (W.R. Grace Bankruptcy News, Issue No. 131; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). WACHOVIA AUTO: Fitch Rates $50 Million Class E Notes at BB ---------------------------------------------------------- Fitch Ratings has assigned these ratings to the Wachovia Auto Loan Owner Trust 2007-1 asset-backed notes: -- $384,000,000 class A-1 5.3372% 'F1+'; -- $613,000,000 class A-2 5.36% 'AAA'; -- $200,000,000 class A-3a 5.29% 'AAA'; -- $518,000,000 floating-rate class A-3b 'AAA'; -- $75,000,000 class B 5.38% 'AA'; -- $80,000,000 class C 5.45% 'A'; -- $80,000,000 class D 5.65% 'BBB'; -- $50,000,000 class E 'BB'. The securities are backed by a pool of new and used automobile and light-duty truck installment loans originated by Wachovia Dealer Services, Inc., Wachovia's auto finance business. The expected ratings on the notes are based on the credit enhancement provided by subordination, overcollateralization, and a reserve account. The expected ratings also reflect the servicing capabilities of Wachovia, the quality of retail auto receivables originated by WDS, and the sound legal and cash flow structures. WALOT 2007-1 represents Wachovia's third securitization of legacy WFS Financial Inc collateral subsequent to its purchase of Westcorp and its auto finance business, WFS. The class A notes have initial CE of 14.50% consisting of 14.25% subordination, and a 0.25% reserve. The class B notes are supported by initial CE of 10.75% (10.50% subordination and a 0.25% reserve). The class C notes have 6.75% CE (6.50% subordination and a 0.25% reserve), the class D notes have 2.75% initial CE (2.50% subordination and a 0.25% reserve) and class E notes have 0.25% initial CE (0.25% reserve). CE is expected to grow to 16.00% for class A notes; 12.25% for class B notes, 8.25% for class C notes, 4.25% for class D notes, and 1.75% for class E notes via accumulation of the cash reserve account to 0.50% of the initial pool balance and growing OC to 1.25% of the outstanding pool balance. A cash reserve floor is set to 0.50% of the initial pool balance while the floor for OC is set at 0.50%. As of the statistical cutoff date, the receivables had a weighted average APR of 12.42%. The WA original maturity of the pool was 67.3 months and the WA remaining term was 60.5 months resulting in approximately 6.8 months of collateral seasoning. The pool has a large concentration of receivables originated in California (CA) (32.18%) followed by Arizona (5.14%), Washington (5.09%), Texas (4.57%) and Nevada (4.03%). The exposure in CA may subject the pool to potential regional economic downturns; however, the remaining portion of the pool is well diversified. Interest and principal are payable monthly, beginning July 20, 2007. Additional structural protection is provided to senior noteholders through a shifting payment priority mechanism. In each distribution period, a test will be performed to calculate note collateralization amounts. If notes are undercollateralized, payments of interest to subordinate classes may be suspended and made available as principal to higher rated classes. WACHOVIA AUTO: S&P Rates $50 Million Class E Notes at BB -------------------------------------------------------- Standard & Poor's Ratings Services assigned its ratings to Wachovia Auto Loan Owner Trust 2007-1's $2 billion asset-backed notes. The ratings reflect: -- The credit support provided by the 14.25%, 10.50%, 6.50%, and 2.50% subordination for the class A, B, C, and D notes, respectively; -- A 0.25% reserve fund building to 0.50% of the initial pool balance; and -- The 0.00% overcollateralization building to 1.25% of the current pool balance, with a floor of 0.50% of the initial pool balance that is subject to step-down of 0.25% in months 30 and 36 if certain collateral performance tests are met. The payment structure also features a reprioritization mechanism under which subordinate interest can be used to cover senior principal. Ratings Assigned Wachovia Auto Loan Owner Trust 2007-1 Class Rating Amount ----- ------ ------ A-1 A-1+ $384,000,000 A-2 AAA $613,000,000 A-3A AAA $200,000,000 A-3B AAA $518,000,000 B AA $75,000,000 C A $80,000,000 D BBB $80,000,000 E BB $50,000,000 WACHOVIA BANK: S&P Puts Low-B Ratings on Five Certificate Classes ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary ratings to Wachovia Bank Commercial Mortgage Trust's $1.97 billion commercial mortgage pass-through certificates series 2007-WHALE 8. The preliminary ratings are based on information as of June 7, 2007. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect the credit support provided by the subordinate classes of certificates, the liquidity provided by the trustee, the economics of the underlying mortgage loans, and the geographic and property type diversity of the loans. Standard & Poor's analysis determined that, on a weighted average basis, the trust pool has debt service coverage of 1.24x based on a weighted average stressed constant of 10.37%, and a beginning and ending LTV of 63.01%. Preliminary Ratings Assigned Wachovia Bank Commercial Mortgage Trust Class Rating Amount Recommended credit Support ----- ------ ------ ----------------- A-1 AAA $1,036,082,000 41.125% A-2 AAA $345,361,000 21.500% B AA+ $61,593,000 18.000% C AA+ $47,506,000 15.300% D AA $71,159,000 11.257% E AA- $46,604,000 8.609% F A+ $46,604,000 5.960% G A $46,605,000 3.312% H A- $30,448,000 1.582% J BBB+ $10,138,000 1.006% K BBB $5,197,000 0.710% L BBB- $12,503,000 0% LXR-1* NR $54,400,000 N/A LXR-2* NR $72,600,000 N/A AP-1* BBB $4,300,000 N/A AP-2* BBB- $11,150,000 N/A AP-3* BB+ $17,800,000 N/A AP-4* BB $2,761,206 N/A LP-1* BBB $3,800,000 N/A LP-2* BBB- $9,100,000 N/A LP-3* BB+ $2,100,000 N/A FA* NR $7,500,000 N/A HH-1* BBB- $3,800,000 N/A HH-2* BBB- $4,790,000 N/A FSN-1* BB+ $3,300,000 N/A FSN-2* BB $4,058,264 N/A MH-1* BBB- $2,500,000 N/A MH-2* BBB- $4,300,000 N/A X-1A** AAA $1,486,893,076 N/A X-1B** AAA $1,759,800,000 N/A * Loan-specific class. ** Interest-only class with a notional amount. NR-- Not rated. N/A -- Not applicable. WESCORP ENERGY: Completes $2.25 Million Sale of Debentures ---------------------------------------------------------- Wescorp Energy Inc. has closed the sale of $2.25 million of convertible debentures. The debenture carries a 10% annual interest rate and can be converted into units at $1 per unit. Each unit will consist of one share of common stock and one half non-transferable share purchase warrant. Each full warrant will be exercisable at $3 per share for a 24 month period. Proceeds from the financing will be used for business and general working capital purposes, including acquisitions, joint-ventures, heavy oil upgrading testing using the VISCOSITOR, and general and administrative expenses. The debentures will not be and have not been registered pursuant to the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Headquartered in Somerset, New Jersey, Wescorp Energy Inc. (OTC BB: WSCE.OB) -- http://www.wescorpenergy.com/-- through its subsidiary Flowstar Technologies Inc. produces advanced natural gas and gas liquids measurement devices based on a proprietary Digital Chart Recorder and advanced turbine measurement technology. Flowstar DCR-based devices are self-contained, energy-efficient flow computers with turndown ratio of 40:1 or more for more precise flow measurements and volume calculations that are installed directly to the well-head. Going Concern Doubt Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, expressed substantial doubt about Wescorp Energy Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm reported that the company has not generated profits since its inception, has incurred losses in developing its business, and further losses are anticipated. The auditing firm added that the company requires additional funds to meet its obligations and the costs of its operations. WHERIFY WIRELESS: Appoints Vincent Sheeran as Chief Exec. Officer ----------------------------------------------------------------- Wherify Wireless Inc. disclosed that Vincent D. Sheeran has joined the company as Chief Executive Officer. Mr. Sheeran is known in the technology sector from his leadership at UltraLink and Epicor Software. "The company is pleased to see Mr. Sheeran, a veteran of several high-growth technology companies, join the Wherify team," W. Douglas Hajjar, a member of the board of directors, said. "The company believes the addition of Vince will enhance Wherify's position in the market and help facilitate growth in sales, executive management and operations." "Vince has an impressive track record in bringing innovative technology products to the market," Mr. Hajjar continued. "The company looks forward to him refining Wherify's strategies to address the growing number of wireless GPS location opportunities the company is seeing in the global marketplace." Mr. Sheeran joins Wherify from UltraLink Inc., where he was president and CEO. At UltraLink, he was responsible for transforming the business into a well respected HRO with a growing number of services. He also orchestrated the sale of the company to Barring Private Equity of India. Prior to UltraLink, Mr. Sheeran was senior vice president of Worldwide Sales at Epicor Software, where he was responsible for profit and loss for all international regions and directed the company's overall sales efforts. Mr. Sheeran also held other senior positions at Epicor, including senior vice president, Marketing. Prior to that, he held senior executive positions at several other growing technology firms, including Software Plus Inc., Tesseract, and McCormack and Dodge. Mr. Sheeran holds a B.S. in Management and Management Sciences from the University of South Carolina. "I am excited about taking the helm at Wherify and I look forward to both capitalizing on the successes the company has already realized and implementing new strategies to accelerate revenue growth," Mr. Sheeran said. "Over the next few months the company will be launching several new programs to reposition Wherify's industry leading personal location and GPS technologies and enter new domestic and international growth markets. I believe location-based services will be one of the fastest growing markets within the technology sector in the coming few years, and I believe Wherify is well positioned to capitalize on this growth." About Wherify Wireless Inc. Based in Redwood Shores, California, Wherify Wireless Inc. (OTCBB: WFYW) -- http://www.wherifywireless.com/-- develops patented wireless location products and services for family safety, communications, and law enforcement. The company's portfolio of intellectual property includes its proprietary integration of the U.S. Government's Global Positioning System and wireless communication technologies; its patented back-end location service; the Wherifone(TM) GPS locator phone which provides real- time location information and lets families with pre-teens, seniors, or those with special needs, stay connected and in contact with each other; and its FACES(R) industry-leading facial composite technology, which is currently being used by thousands of public safety agencies worldwide. The company's balance sheet as of Dec. 31, 2006, showed total assets of $4.15 million and total liabilities of $24.88 million, resulting in a total stockholders' deficit of $20.73 million. * Anthony Gehringer Joins Clear Thinking as Manager --------------------------------------------------- Clear Thinking Group disclosed that Anthony Gehringer has joined the firm as a manager and Elizabeth Ann Jefferds as a consultant in the firm's Turnaround Management/Financial Services Practice Group. Mr. Gehringer, who has over 22 years of finance, accounting and operational experience in both the corporate and consulting environments, comes to Clear Thinking Group from Weiser LLP, where he was, senior manager in the national accounting and financial advisory firm's restructuring practice. Prior to that, he was a manager, in the restructuring practice of PricewaterhouseCoopers/FTI Consulting Inc. At both firms, he specialized in assisting senior management, boards of directors and other parties of interest at underperforming companies in financial and operational restructurings, loan workouts, and business and strategic planning. Before moving into consulting in 2001, Gehringer spent 16 years in finance and accounting at catalog and brick-and-mortar retailers, including positions as director of finance for Popular Club Inc. in Garfield, N.J., and as budget manager at Hanover Direct Inc., in Weehawken, N.J. He started his career in 1985 as a junior financial analyst with Herman's Sporting Goods and later held positions as senior financial analyst, accounting supervisor and accounting manager at the chain. A resident of Hillsdale, N.J., Gehringer earned a B.S. in business administration from Seton Hall University, South Orange, N.J., in 1985, and is a Certified Insolvency and Restructuring Advisor. Ms. Jefferds, a resident of Sarasota, Fla., earned a B.S. in finance from The Florida State University, Tallahassee, Fla., in May 2007. About Clear Thinking Group Headquartered in Hillsborough, New Jersey, Clear Thinking Group LLC -- http://www.clearthinkinggrp.com/-- provides a wide range of strategic consulting services to retail companies, consumer product manufacturers/distributors and industrial companies. The national advisory organization specializes in assisting small- to mid-sized companies during times of growth, opportunity, strategic change, acquisition, and crisis. * BOND PRICING: For the week of June 4 - June 8, 2007 ----------------------------------------------------- Issuer Coupon Maturity Price ------ ------ -------- ----- ABC Rail Product 10.500% 01/15/04 0 Alaris Medical 7.250% 07/01/11 11 Alladin Gaming 13.500% 03/01/10 0 Allegiance Tel 11.750% 02/15/08 52 Allegiance Tel 12.875% 05/15/08 17 Amer & Forgn Pwr 5.000% 03/01/30 63 Antigenics 5.250% 02/01/25 74 Atherogenics Inc 1.500% 02/01/12 48 Atlantic Coast 6.000% 02/15/34 6 Bank New England 8.750% 04/01/99 9 Bank New England 9.500% 02/15/96 12 Bank New England 9.875% 09/15/99 9 Budget Group Inc 9.125% 04/01/06 0 Burlington North 3.200% 01/01/45 55 Calpine Corp 4.000% 12/26/06 70 Calpine Gener Co 11.500% 04/01/11 35 Cell Therapeutic 5.750% 06/15/08 74 Collins & Aikman 10.750% 12/31/11 4 Color Tile Inc 10.750% 12/15/01 0 Comprehensive Care 7.500% 04/15/10 60 Dairy Mart Store 10.250% 03/15/04 0 Decode Genetics 3.500% 04/15/11 74 Decode Genetics 3.500% 04/15/11 72 Delco Remy Intl 9.375% 04/15/12 65 Delco Remy Intl 11.000% 05/01/09 66 Delta Mills Inc 9.625% 09/01/07 17 Deutsche Bank NY 8.500% 11/15/16 68 Diamond Triumph 9.250% 04/01/08 65 Dura Operating 8.625% 04/15/12 58 Dura Operating 9.000% 05/01/09 7 Dura Operating 9.000% 05/01/09 16 Dvi Inc 9.875 02/01/04 10 Empire Gas Corp 9.000 12/31/07 1 Exodus Comm Inc 11.250% 07/01/08 0 Exodus Comm Inc 11.625% 07/15/10 0 Fedders North AM 9.875% 03/01/14 38 Finova Group 7.500% 11/15/09 22 Florsheim Group 12.750 09/01/02 0 Ford Motor Co 6.375% 02/01/29 75 Ford Motor Co 6.625% 02/15/28 75 Global Health Sc 11.000% 05/01/08 8 Golden Books Pub 10.750% 12/31/04 0 Insight Health 9.875% 11/01/11 35 Iridium LLC/CAP 10.875% 07/15/05 19 Iridium LLC/CAP 11.250% 07/15/05 24 Iridium LLC/CAP 13.000% 07/15/05 21 Iridium LLC/CAP 14.000% 07/15/05 20 JTS Corp 5.250% 04/29/02 0 Kaiser Aluminum 9.875% 02/15/02 21 Kaiser Aluminum 12.750% 02/01/03 9 Kmart Corp 9.780% 01/05/20 8 Lehman Bros Holding 10.000% 10/30/13 69 Liberty Media 3.750% 02/15/30 63 Liberty Media 4.000% 11/15/29 67 Lifecare Holding 9.250% 08/15/13 71 LTV Corp 8.200% 09/15/07 0 Macsaver Financial 7.400% 02/15/02 0 Macsaver Financial 7.875% 08/01/03 2 Motorola Inc 5.220% 10/01/97 72 Nexprise Inc 6.000% 04/01/07 0 Northern Pacific RY 3.000% 01/01/47 54 Northern Pacific RY 3.000% 01/01/47 54 Nutritional Src 10.125% 08/01/09 66 Oakwood Homes 7.875% 03/01/04 11 Oakwood Homes 8.125% 03/01/09 11 Outboard Marine 9.125% 04/15/17 0 Pac-West Telecom 13.500% 02/01/09 25 Pac-West Telecom 13.500% 02/01/09 2 PCA LLC/PCA FIN 11.875% 08/01/09 6 Pegasus Satellite 9.625% 10/15/49 0 Pegasus Satellite 12.375% 08/01/08 0 Pegasus Satellite 12.500% 08/01/07 0 Piedmont Aviat 10.250% 01/15/49 0 Piedmont Aviat 10.250% 01/15/49 0 Piedmont Aviat 10.350% 03/28/11 2 Polaroid Corp 6.750% 01/15/02 0 Polaroid Corp 7.250% 01/15/07 0 Polaroid Corp 11.500% 02/15/06 0 Primus Telecom 3.750% 09/15/10 67 Primus Telecom 8.000% 01/15/14 73 Radnor Holdings 11.000% 03/15/10 0 Railworks Corp 11.500% 04/15/09 0 Read-Rite Corp 6.500% 09/01/04 0 RJ Tower Corp. 12.000% 06/01/13 9 SLM Corp 5.000% 12/15/28 73 SLM Corp 5.400% 03/15/30 75 Spacehab Inc 5.500% 10/15/10 52 Times Mirror Co 7.250% 11/15/96 72 Tom's Foods Inc 10.500% 11/01/04 2 Tousa Inc 7.500% 01/15/11 74 Tousa Inc 7.500% 01/15/15 70 United Air Lines 8.390% 01/21/11 0 United Air Lines 9.200% 03/22/08 52 United Air Lines 10.110% 12/31/49 0 United Air Lines 10.125% 03/22/15 52 US Air Inc. 10.550% 01/15/49 0 US Air Inc. 10.680% 06/27/08 14 US Air Inc. 10.700% 01/15/49 0 US Air Inc. 10.800% 01/01/49 0 US Air Inc. 10.900% 01/01/49 0 USAutos Trust 2.212% 03/03/11 7 Vesta Insurance Group 8.750% 07/15/25 4 Werner Holdings 10.000% 11/15/07 3 Westpoint Steven 7.875% 06/15/08 0 Wheeling-Pitt St 5.000% 08/01/11 70 Wheeling-Pitt St 6.000% 08/01/10 70 Winstar Comm Inc 10.000% 03/15/08 0 ********* 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, Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and Peter A. Chapman, Editors. Copyright 2007. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***