/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/070913.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, September 13, 2007, Vol. 11, No. 217 Headlines ACCESS PHARMA: June 30 Balance Sheet Upside-Down by $15.5 Million ADVENTURE PARKS: Final Hearing on $3MM Add'l. Loan Set Tomorrow ADVENTURE PARKS: Falcon and Other Lenders Oppose Additional Loan AVADO BRANDS: Organization Meeting Scheduled on September 17 AVADO BRANDS: Taps Klee Tuchin as General Bankruptcy Counsel AVADO BRANDS: Court Approves Kurtzman Carson as Claims Agent BALLY TOTAL: AGT Crunch, et al. Balk at Modified Plan BALLY TOTAL: Files Supplement to Modified First Amended Plan BALLY TOTAL: Asks Court to Deny Prepayment of Premium Claims BCE INC: Plan of Arrangement Approval Hearing Set on Oct. 10 BCE INC: Needs Approval to Change Local Phone Rates, CRTC Rules BLB MANAGEMENT: Moody's Lowers Corporate Family Rating to B2 BOSTON SCIENTIFIC: Ray Elliot Joins Board of Directors CALPINE CORP: Court Approves PTR Pact With Rosetta Resources CANWEST MEDIAWORKS: Merger Public Hearing Moved to November 19 CAPCO AMERICA: Fitch Affirms B- Rating on $24.9MM Certificates CASTLE ROCK: Disclosure Statement Hearing Scheduled on October 1 CENTEX HOME: Moody's Downgrades Class B Certs. Rating to B3 CERADYNE INC: Completes $69.6 Million Acquisition of EP Boron CERADYNE INC: Terminates Peter Hartl as ESK Ceramics President CHANDLER HEIGHTS: Voluntary Chapter 11 Case Summary CITIGROUP MORTGAGE: High Losses Cue Moody's to Review Ratings CITY CAPITAL: Melissa Grimes Resigns as Director and Officer CMS ENERGY: Earns $33 Million in Second Quarter Ended June 30 CREDIT SUISSE: Fitch Downgrades Ratings on $4.7MM Certificates CUSTOM FOODS: Judge Walsh Confirms Joint Chapter 11 Plan DEI SYSTEMS: Case Summary & 21 Largest Unsecured Creditors EMERITUS CORP: Completes Acquisition of 9 Communities for $88 Mil. EMERITUS CORP: Completes Merger Transaction with Summer Senior ENCORE ACQUISITION: Unit Prices IPO at $21 Per Common Unit ENVIRONMENTAL SERVICE: Posts $10.4 Mil. Net Loss in Second Quarter FEREYDOON ABIR: Involuntary Chapter 11 Case Summary FORAOIS FUNDING: Moody's Junks Rating on $92.4 Million Sr. Certs. GMAC LLC: Secures $21.4 Billion Funding from Citigroup Inc. GSAMP TRUST: Moody's Assigns Low-B Ratings to Two Class Certs. GSV INC: Brooks Station Extends Forbearance to March 1, 2008 GXS WORLDWIDE: Moody's Lifts Proposed Second Lien Loans' Rating HEALTHSPRING INC: Moody's Places Senior Debt Rating at Ba3 HOLOGIC INC: Moody's Places Corporate Family Rating at Ba3 INDEPENDENCE VALLEY: Case Summary & Largest Unsecured Creditor INDYMAC RMBS: Fitch Junks Rating on Class B-4 Mortgage Loans INTERPOOL INC: Completed Deal Prompts Fitch to Withdraw Ratings INTERSTATE BAKERIES: Snubs Teamsters' Effort on Calif. Operations INTERSTATE BAKERIES: Reports on Progress in BCTGM Talks ION MEDIA: June 30 Balance Sheet Upside-Down by $1.88 Billion IWT TESORO: Wants to Employ Rattet Pasternak as Counsel IWT TESORO: Taps Donlin Recano as Claims & Noticing Agent IWT TESORO: Wants Until October 21 to File Schedules & Statement JP MORGAN: Fitch Affirms B- Rating on $4.8MM Class M Certs. KRISPY KREME: Posts $27 Million Net Loss in 2007 Second Quarter LB COMMERCIAL: Fitch Holds B- Rating on $17.3MM Class K Certs. LEXINGTON CAPITAL: Poor Collateral Cues Fitch to Lower Ratings LIBERTY MEDIA: Sets Special Meeting of Stockholders on October 23 LIBERTY MEDIA: Earns $1 Billion in Second Quarter Ended June 30 LOUIS PEARLMAN: Court Okays Sale of Orlando, New Jersey Properties MELVIN HARTER: Voluntary Chapter 11 Case Summary METABOLIFE INTERNATIONAL: Judge Hargrove to Confirm Plan MORGAN STANLEY: Fitch Holds Low-B Ratings on Five Cert. Classes MORGAN STANLEY: Fitch Holds Junk Rating on $8.6MM Class N Certs. NORTHWEST AIRLINES: Court Rejects $4.2MM Bonuses for Attorneys NVE INC: Settles 126 Ephedra-Related Claims for $21.2 Million PENN NAT'L: Inks Pact With Cloverleaf on Rosecroft Purchase PIXELPLUS CO: Posts $1.8 Million Net Loss in Quarter Ended June 30 REGENCY ENERGY: Debt Repayment Cues Moody's to Lift Ratings RELIANT ENERGY: Fitch Puts 'B' Short-Term Issuer Default Rating RG GLOBAL: Signs Pact on OC Energy's 24% Common Stock Sale RUNNING COURT: Has Two More Weeks to Look for New Developer SALOMON BROTHERS: Fitch Junks Rating on $7.3MM Class L Certs. SANDRA FIELDING: Chapter 15 Petition Summary SARAH & JESSE LOOT: Voluntary Chapter 11 Case Summary SOUTHAVEN POWER: Wants Exclusive Period Extended to December 12 STEEL DYNAMICS: Amends $750 Mil. Senior Secured Credit Facility STRUCTURED ASSET: Fitch Downgrades Ratings on $201.4MM Certs. STRUCTURED ASSETS: Fitch Lowers Ratings on $6.7 Mil. Certificates SUNCHASE CAPITAL: Case Summary & 20 Largest Unsecured Creditors TSG INC: Disclosure Statement Hearing Moved to October 3 TRUESTAR BARNETT: Case Summary & 15 Largest Unsecured Creditors UNIVERSAL FOOD: Wants Nod on Arnstein & Lehr as Counsel UNIVERSAL FOOD: Wants Until October 12 to File Schedules UNIVERSAL FOOD: Seeks Interim Nod to Obtain Financing from Cipher UNIVERSAL MAP: Case Summary & 20 Largest Unsecured Creditors US DRY: Inks $6. 1 Mil. Master Purchase Deal with Shareholders WELLS FARGO: Fitch Cuts Rating on $32.84 Million Certificates WHITE BIRCH: Weak Liquidity Profile Cues Moody's to Cut Ratings * Bell Boyd's Bankruptcy Practice Expands with Eight Attorneys * Gregory Miller & 11 Lawyers Join Drinker Biddle's Pa. Office * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* ACCESS PHARMA: June 30 Balance Sheet Upside-Down by $15.5 Million ----------------------------------------------------------------- Access Pharmaceuticals Inc. reported total assets of $3.6 million and total liabilities of $19.1 million at June 30, 2007, resulting in a $15.5 million total stockholders' deficit. The company's consolidated balance sheet at June 30, 2007, also showed strained liquidity with $2.6 million in total current assets available to pay $13.6 million in total current liabilities. The company reported a net loss of $2.1 million in the three months ended June 30, 2007, a decrease from the $3.3 million reported in the same period last year, mainly due to lower interest expenses, partly offset by higher overall total expenses, principally general and administrative expenses. Total research spending for the second quarter of 2007 decreased to $523,000 from $634,000, due to lower costs for product manufacturing for ProLindac. Total general and administrative expenses rose to $1.1 million from $663,000, due mainly to higher salary related expenses. Interest and other expense was $424,000 for the second quarter of 2007 as compared to approximately $2.0 million for same period in 2006. The decrease in interest and other expense was due to amortization of the discount on the Oracle convertible notes and the amortization of the SCO notes recognized in 2006. Full-text copies of the company's consolidated financial statements for the quarter ended June 30, 2007, are available for free at http://researcharchives.com/t/s?233f Going Concern Doubt Whitley Penn LLP, in Dallas, expressed substantial doubt about Access Pharmaceuticals Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's recurring losses from operations, net working capital deficiency and accumulated deficit. About Access Pharmaceuticals Headquartered in Dallas, Texas, Access Pharmaceuticals Inc. (OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging biopharmaceutical company developing products for use in the treatment of cancer, the supportive care of cancer, and other disease states. The company's product for the management of oral mucositis, MuGard(TM) has received marketing clearance by the FDA as a device. The company's lead clinical development program for the drug candidate ProLindac(TM) is in Phase II clinical testing. Access also has advanced drug delivery technologies including Cobalamin(TM) mediated oral drug delivery and targeted delivery. ADVENTURE PARKS: Final Hearing on $3MM Add'l. Loan Set Tomorrow --------------------------------------------------------------- The Hon. John T. Laney of the U.S. Bankruptcy Court for the Middle District of Georgia will convene a hearing at 11:00 a.m. tomorrow, Sept. 14, 2007, to consider approval, on a final basis, of Adventure Parks Groups LLC and its debtor-affiliates' request to obtain an additional $3,000,000 postpetition financing from General Electric Capital Corporation. On Aug. 30, 2007, the Court, in an interim order, granted the Debtors $1,257,733 in additional financing from GECC. According to the Debtors, GECC holds both prepetition and postpetition liens on substantially all of the Debtors' assets. The Debtors believe that liens subordinate to GECC's are completely unsecured. On Oct. 18, 2006, the Debtors obtained final Court order to borrow up to $15,000,000 in postpetition financing from GECC and use GECC's cash collateral. That obligation is secured by a first prepetition lien on the Debtors' assets of no less than $33,562,500. April this year, the Debtors defaulted on the GECC Loan and thus, was ordered by the Court to sell its amusement parks. The Debtors failed to find a bidder who is willing to offer a price sufficient to pay the GECC loan in full. To maximize the value of their assets, the Debtors said they must be able to keep their amusement parks open and operating, at least until Oct. 19, 2007. GECC's consent on the additional loan is subject to an expected auction date of Sept. 28, 2007. GECC expects approval of the prevailing bids by Oct. 3 and the sale to close on Oct. 8, 2007. Based in Valdosta, Georgia, Adventure Parks Group LLC is the holding company of Wild Adventures and Cypress Gardens. Wild Adventures operates an amusement park in Valdosta, Georgia, while Cypress operates an amusement park in Winter Haven, Florida. The company, along with Wild Adventures and Cypress Gardens, filed for chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case Nos. 06-70659 through 06-70661). George H. McCallum, Esq., James P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represent the Debtors. Mark J. Wolfson, Esq., at Foley & Lardner LLP and James C. Frenzel, Esq., at James C. Frenzel P.C. in Georgia represent the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts between $50 million and $100 million. The Debtors' exclusive period to file a plan was extended until Sept. 30, 2007. ADVENTURE PARKS: Falcon and Other Lenders Oppose Additional Loan ---------------------------------------------------------------- Falcon Investment Advisors LLC, a prepetition third lien lender under a September 2004 Intercreditor Agreement, asks the U.S. Bankruptcy Court for the Middle District of Georgia to deny Adventure Parks Groups LLC and its debtor-affiliates' request to obtain an additional $3,000,000 postpetition financing from General Electric Capital Corporation. Falcon argues that it is not adequately protected and that the Debtors' request violates the Intercreditor Agreements to which Falcon, GECC, and others, are parties. Falcon also contends that the assertion by the Debtors that Falcon is unsecured and not entitled to adequate protection is "contradicted by the evidence and statements submitted by the Debtors at the beginning of [their] cases to the effect that the value of the Debtors' assets exceeded the amounts owed to the secured creditors." Other subordinated lenders -- Cascade Investment LLC, the Bill & Melinda Gates Foundation Trust, and CK CP #3 LP -- share the same views with Falcon. In their separate objection filed with the Court, Cascade Investment and the Bill & Melinda Gates Foundation Trust, assert second and third liens in the Debtors' assets under September 2004 and October 2005 Intercreditor Agreements. Both lenders submit that more than 50% of the prepetition second lien lenders do not consent to the additional financing, hence, the Debtors' request should be denied. CK CP #3 LP, a third lien lender, oppose the Debtors' request on the ground that that the total amount of financing sought by the Debtors from GECC, when combined with existing financing, exceeds the $41,000,000 cap stated in an intercreditor agreement CK CP signed with the Debtors. David B. Motley and Jane P. Motley also call for denial of the Debtors' request as it relates to their mechanics' liens in the Debtors' Cypress Gardens. Based in Valdosta, Georgia, Adventure Parks Group LLC is the holding company of Wild Adventures and Cypress Gardens. Wild Adventures operates an amusement park in Valdosta, Georgia, while Cypress operates an amusement park in Winter Haven, Florida. The company, along with Wild Adventures and Cypress Gardens, filed for chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case Nos. 06-70659 through 06-70661). George H. McCallum, Esq., James P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represent the Debtors. Mark J. Wolfson, Esq., at Foley & Lardner LLP and James C. Frenzel, Esq., at James C. Frenzel P.C. in Georgia represent the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts between $50 million and $100 million. The Debtors' exclusive period to file a plan was extended until Sept. 30, 2007. AVADO BRANDS: Organization Meeting Scheduled on September 17 ------------------------------------------------------------ The U.S. Trustee for Region 3 will hold an organizational meeting to appoint an official committee of unsecured creditors in Avado Brands, Inc., and its debtor-affiliates' chapter 11 cases at 11:00 a.m., on Sept. 17, 2007, at Room 5209, J. Caleb Boggs Federal Building, 844 North King Street, in Wilmington, Delaware. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. However, a representative of the Debtor will attend and provide background information regarding the cases. Creditors interested in serving on a Committee should complete and return to the U.S. Trustee a statement indicating their willingness to serve on an official committee. Official creditors' committees, constituted under Section 1102 of the Bankruptcy Code, ordinarily consist of the seven largest creditors who are willing to serve on a committee. In some Chapter 11 cases, the U.S. Trustee is persuaded to appoint multiple creditors' committees. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes that the reorganization of the Debtors is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Madison, Georgia-based Avado Brands, Inc., aka Applesouth, -- http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery. The restaurants are located in 22 states in the U.S. As of Sept. 5, 2007, the Debtors employed about 9,970 people. For the year ended July 31, 2007, the Debtors generated about $227.8 million in revenues and a negative EBITDA of $7.8 million. The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-1555). Deborah D. Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith Incorporated, represented the Debtors. On April 26, 2005, Judge Steven Felsenthal confirmed Avado's Modified Plan of Reorganization and that Plan became effective on May 19, 2005. On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition (Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of its assets, via Section 363 of the Bankruptcy Code. 10 of Avado's affiliates also filed for bankruptcy protection on the same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286). Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in their latest restructuring efforts. Donald J. Detweiler, Esq. and Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the Debtors' local counsel. In their second filing, the Debtors disclosed estimated assets and debts between $1 million to $100 million. AVADO BRANDS: Taps Klee Tuchin as General Bankruptcy Counsel ------------------------------------------------------------ Avado Brands, Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware for authority to hire Klee, Tuchin, Bogdanoff & Stern LLP as their counsel, nunc pro tunc, to their bankruptcy filing. Klee Tuchin will: a. provide legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their business and management of their properties; b. prepare on behalf of the Debtors necessary applications, motions, answers, orders, reports, and other legal papers; c. appear in Court on behalf of the Debtors and in order to protect the interests of the Debtors before the Court; d. prepare and pursue a sale of the Debtors' business pursuant to section 363 of the Bankruptcy Code and information of a plan and approval of a disclosure statements; and e. perform other legal services for the Debtors that may be necessary and proper in the proceedings. The Debtors will pay the firm's professionals based on these hourly rates: Professional Rate ------------ ---- Michael L. Tuchin, Esq. $725 David A. Fidler, Esq. $525 Stacia A. Neeley, Esq. $360 The Debtors assure the Court that the employment of Klee Tuchin is in the best interest of the Debtors and their estate. The firm can be reached at: Klee, Tuchin, Bogdanoff & Stern LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067-6049 Tel: (310) 407-4000 Fax: (310) 407-9090 http://www.ktbslaw.com/ Madison, Georgia-based Avado Brands, Inc., aka Applesouth, -- http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery. The restaurants are located in 22 states in the U.S. As of Sept. 5, 2007, the Debtors employed about 9,970 people. For the year ended July 31, 2007, the Debtors generated about $227.8 million in revenues and a negative EBITDA of $7.8 million. The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-1555). Deborah D. Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith Incorporated, represented the Debtors. On April 26, 2005, Judge Steven Felsenthal confirmed Avado's Modified Plan of Reorganization and that Plan became effective on May 19, 2005. On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition (Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of its assets, via Section 363 of the Bankruptcy Code. About 10 of Avado's affiliates also filed for bankruptcy protection on the same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286). Donald J. Detweiler, Esq. and Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the Debtors' local counsel. In their second filing, the Debtors disclosed estimated assets and debts between $1 million to $100 million. AVADO BRANDS: Court Approves Kurtzman Carson as Claims Agent ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Avado Brands, Inc. and its debtor-affiliates to employ Kurtzman Carson Consultants LLC as their noticing, claims and balloting agent. Kurtzman Carson will: a. prepare and serve certain required notices in the bankruptcy case including: i. notice of the commencement of the case and the initial meetings of creditors under section 341(a) of the Bankruptcy Code; ii. notice of the claims bar date; iii. notice of objections to claims; iv. notice of any hearings on a disclosure statement and confirmation of a Chapter 11 plan; and v. other miscellaneous notices to any entities as the Debtors or the Court may deem necessary or appropriate for an orderly administration of the case; b. within five days after the mailing of a particular notice, file with the Clerk's Office a certificate or affidavit of service that includes an alphabetical list of persons to whom the notice was mailed and the date of mailing; c. maintain copies of all proofs of claim and interest filed in the case; d. maintain official claims registers by docketing all proofs of claim and interest on the claims registers, including: i. the name and address of the claimant and any agent if the proof of claim or interest was filed by an agent; ii. the date received; iii. the claim number assigned; and iv. the asserted amount and classification of the claim; e. implement necessary security measures to ensure the completeness and integrity of the claims registers; f. regularly transmit to the Clerk's Office a copy of the claims registers as requested; g. maintain an up-to-date mailing list for all entities that have filed a proof of claim or interest, which list will be available upon request of a party in interest or the Clerk's Office; h. provide public access for examination of copies of proofs of claim or interest without charge during regular business hours; i. record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice of the transfers as required by Bankruptcy Rule 3001(e); j. comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders and other requirements; k. provide temporary employees to the Clerk's Office to process claims, as necessary; and l. promptly comply with further conditions and requirements as may be requested by the Debtors or the Clerk's Office or the Court may at any time prescribe. In addition, the Debtors will employ the firm to assist with, among others, (a) the preparation of amendments to the consolidated creditors list filed with the Debtors' case, and (b) the preparation of the Debtors' schedules and statements and reports to the Office of the U.S. Trustee, if requested by the Debtors. The Debtors will pay Kurtzman Carson a retainer of $20,000, which will be an "evergreen retainer" where invoices will be drawn down and where the Debtors' payments will be deposited to return the retainer to its original $20,000 value. The Debtors will also pay the firm related to transportation, lodging, meals, publications, postage and other third-party charges, in addition to the hourly consulting fess set forth in the firm's fee structure. Where the third-party charges are expected to exceed $10,000 in any single month, the firm may require advance payment. The firm's prices are adjusted annually every first of January, but no price increase of more than 5% will be effective unless agreed in advance by the Debtors. The Debtors tells the Court that they believe the retention of Kurtzman Carson in the best interest of the Debtors, their estates and creditors. The firm can be reached at: Sheryl Betance, Director Kurtzman Carson Consultants LLC Los Angeles Office 2335 Alaska Avenue El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 http://www.kccllc.com/ Madison, Georgia-based Avado Brands, Inc., aka Applesouth, -- http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery. The restaurants are located in 22 states in the U.S. As of Sept. 5, 2007, the Debtors employed about 9,970 people. For the year ended July 31, 2007, the Debtors generated about $227.8 million in revenues and a negative EBITDA of $7.8 million. The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-1555). Deborah D. Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith Incorporated, represented the Debtors. On April 26, 2005, Judge Steven Felsenthal confirmed Avado's Modified Plan of Reorganization and that Plan became effective on May 19, 2005. On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition (Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of its assets, via Section 363 of the Bankruptcy Code. 10 of Avado's affiliates also filed for bankruptcy protection on the same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286). Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in their latest restructuring efforts. Donald J. Detweiler, Esq. and Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the Debtors' local counsel. In their second filing, the Debtors disclosed estimated assets and debts between $1 million to $100 million. BALLY TOTAL: AGT Crunch, et al. Balk at Modified Plan ----------------------------------------------------- Several creditors filed objections to Bally Total Fitness Holding Corporation and its debtor-affiliates' disclosure statement and accompanying Modified First Amended Joint Prepackaged Plan of Reorganization. A. AGT Crunch Counsel for AGT Crunch Acquisition LLC, Glenn E. Siegel, Esq., at Dechert LLP, in New York, states that the Debtors' proposed Plan is not feasible under Section 1129(a)(11) of the Bankruptcy Code because it does not make adequate allowance for the payment of AGT Crunch's disputed claim. As previously reported, AGT Crunch has a litigation claim in excess of $10,000,000 against the Debtors. Under the Plan, AGT Crunch's Claim is treated under Class 3 -- Unimpaired Unsecured Claims. Class 3 claimholders are presumed to accept the Plan and are not entitled to vote. Class 3 Claims incurred by the applicable Debtor in the ordinary course of business may be paid in the ordinary course of business in accordance with the terms and conditions of any relating agreements, without further notice to or order of the U.S. Bankruptcy Court for the Southern District of New York in Manhattan. Mr. Siegel notes that in essence, the Plan provides that on the initial distribution date, in full and final satisfaction of the claims, each Holder of an Allowed Class 3 Claim would receive Cash in an amount equal to the Holder's Allowed Class 3 Claim. However, the Plan fails to provide any real reserve for contingent, disputed or liquidate claims, he adds. "In the absence of an adequate reserve, [AGT] Crunch seriously questions whether it will be paid in full, like all other unsecured creditors," Mr. Siegel asks the Court. Moreover, he says, the Plan and its accompanying disclosure statement do not provide any evidence that funds will be available to pay a large litigation judgment. "[A] judgment in the magnitude of AGT Crunch's claim could cause a default under the Debtors' exit financing agreement, Mr. Siegel tells Judge Lifland. B. Messrs. Dwyer and Hillman John W. Dwyer and Lee S. Hillman, former officers of Bally Total Fitness Holding Corporation, states that the Plan with the enhancements provided by Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund L.P. represents a significant advance over the initial plan filed by the Debtors. However, the Plan still falls short of the requirements imposed by the Bankruptcy Code for confirmation of a plan of reorganization in at least four respects, Stephen L. Ascher, Esq., at Jenner & Block LLP, in New York, explains. Specifically, Mr. Ascher says: * the Plan places Messrs. Dwyer and Hillman's indemnification claims in classes consisting of other claims to which they are not substantially similar, contrary to the Bankruptcy Code; * the Plan proposes various amendments to the current and existing Restated Certificate of Incorporation, which is prohibited by Delaware state law, which in turn, governs the affairs of the reorganized company; * Mr. Dwyer's claim for damages arising from the Debtors' failure to honor its obligations under certain options contracts, and Mr. Hillman's claim for damages arising from Bally's failure to maintain a registration statement relating to certain warrants are improperly classified; and * the Plan calls for claims for rejection damages to be placed in a class separate from the Unimpaired Unsecured Claims, contrary to the Bankruptcy Code provisions. Under Bally's amended and restated bylaws, and certain other indemnification agreements, the Debtors agreed to indemnify Messrs. Dwyer and Hillman, Mr. Ascher tells Judge Lifland. When Messrs. Dwyer and Hillman resigned from their positions, their individual separation agreements reaffirmed the Debtors' obligation to indemnify the Former Officers based on their individual acts or omissions during each of their tenure as an officer or director for Bally. Between May 2004 and April 2006, several lawsuits were commenced against the Former Officers relating to their alleged acts or omissions as part of their service as officers or directors of the Debtors. C. Novi Town Center Investors Novi Town Center Investors LLC are parties to an unexpired lease, which the Debtors intend to assume under the Plan. Richard J. Bernard, Esq., at Baker & Hostetler LLP, in New York, states that Novi Town objects to the Debtors' proposed Plan, to the extent that the Plan provides for release by Novi Town of "any claims, demands, debts, rights, causes of Action or liabilities under the Lease which is being assured pursuant to the terms of the Proposed Plan." Mr. Bernard notes that the proposed release improperly fails to contain a similar exclusion and, so, contravenes the requirements of Section 365 of the Bankruptcy Code in respect of cure and adequate assurance of future performance. Novi Town reserves its rights in respect of cure amounts and resolution procedures, Mr. Bernard adds. Novi Town, he explains, has not received payment for the September 2007 rent yet, which constitutes an administrative expense of the Debtors. Novi Town is entitled to payment by the effective date of the Proposed Plan, and would be otherwise required as part of Novi Town's monetary cure. D. Pima County Pima County is a secured creditor in the Debtors' Chapter 11 proceedings asserting $6,704 for personal property tax, for the year 2007. According to German Yusufov, deputy county attorney for Pima County's civil division, Pima County's Claim continues to accrue interest at a statutory rate of 16% per annum, prorated monthly. Pima County objects to confirmation of the Debtors' proposed Plan because it does not provide for the County's statutory interest rate of 16%, Mr. Yusufov says. E. The Mattone Group The Mattone Group Ltd. and The Mattone Group Jamaica, Co. LLC, are parties to a non-residential real property lease with Jack La Lanne Fitness Centers, Inc., one of the Debtors. The Mattone Group asserts that the Debtors them $74,296 for basic rent and related expenses under the Lease, which includes fees and expenses incurred by Mattone in connection with the Debtors' Chapter 11 proceedings. The Mattone Group are certain that they will be able to resolve all of their disputes and issues with the Debtors, Andrew I. Silfen, Esq., at Arent Fox LLP, in New York, states. However, in the event a consensual resolution is not achieved, Mattone presents to the Court, their limited objection to the Debtors' proposed Plan. Specifically, The Mattone Group asserts that the Disclosure Statement and the Plan do not indemnify the amounts the Debtors intend to cure on the effective date of the Plan. Thus, even if Mattone were assured that the Debtors intended to assume the Lease, the Plan and the Disclosure Statement provide no mechanism by which Mattone can determine if there is a dispute, and the amount of any discrepancy. If The Mattone Group disputes the cure amount alleged by the Debtors, under the Plan and Disclosure Statement, it could be required to litigate the issue outside the Bankruptcy Court, notes Mr. Silfen. "This is impermissible under the Bankruptcy Code," Mr. Silfen asserts. "It can serve no purpose other than to frustrate the legitimate efforts of Mattone and other landlords to exercise their rights under Section 365 of the Bankruptcy Code." The Mattone Group, therefore, objects to confirmation of the Plan because it would permit the Debtors to avoid their obligations to cure the Lease, if assumed. F. Objecting Landlords Various landlords ask the Court to deny approval of the Debtors' Disclosure Statement, arguing that it doesn't provide adequate information as required under Section 1125 of the Bankruptcy Code. Kevin M. Newman, Esq., at Menter, Rudin & Trivelpiece, PC, in Syracuse, New York, counsel for Inland Commercial Property Management, Inc., states that under the Debtors' proposed Disclosure Statement, the Plan provides that all unexpired leases to which the Debtors are party to, will be deemed assumed on the effective date of the Plan, unless the leases are rejected prior to the Effective Date. Moreover, the Disclosure Statement provides that the Debtors will cure monetary defaults existing under assumed unexpired leases on the Effective Date. However, the Debtors do not identify the amounts they intend to cure in either the Disclosure Statement or the Plan, notes Mr. Newman. "The Disclosure Statement fails to provide the Objecting Landlords with adequate information of the process by which proposed cure amounts will be identified, disputed and paid under the Plan," he says. Mr. Newman also notes that under the Plan, if a dispute exists with respect to any amount necessary to cure the the defaults, the cure amount will be paid upon resolution of the dispute. "Again, there is nothing in the Disclosure Statement or the Plan that identifies the amounts to be paid by the Debtors to cure defaults under assumed leases in order to determine if a dispute exists, nor are any firm deadlines set forth by which disputes must occur," Mr. Newman contends. "Any dispute as to cure amounts to be paid in connection with the assumption of the Leases should be decided by this Court if the parties cannot work out their disputes." Certain Objecting Landlords also object to the Disclosure Statement and Plan to the extent that the Plan restructuring transactions permit the Debtors to assign any of the Leases to non-debtor third parties in a way that eliminates any guarantees that have been executed by the Debtors in connection with the Leases. Dustin P. Branch, Esq., at Katten Muchin Rosenman LLP, in Los Angeles, California, counsel for RREEF USA Funds and West Valley Properties, Inc., contends that the Debtors may not assume the Leases unless there is adequate assurance of future performance, as required by Section 365(b) of the Bankruptcy Code. The Objecting Landlords, and their Leases' cure amounts, if any, are: Objecting Landlords Cure Amounts ------------------- ------------ Inland Commercial Property, managing agent for: Six Corners Shopping Center $85,576 Park Center Plaza 32,261 Chatham Ridge Shopping Center 22,804 University & Dunlap 176,721 Inland U.S. Management, managing agent for: Towson Circle 56,217 Lincoln Plaza 38,283 Thrifty Payless, Inc. 41,227 PREIT Services LLC, managing agent for: PR North Dartmouth LLC 26,329 PR Prince Georges Plaza LLC - RREEF USA Funds' Deerbrook Shopping Mall 77,000 West Valley Properties Inc.'s The Terraces 5,751 The Taubman Landlords - Sywest Development, asset manager for: Contra Costa Retail Center, LLC 41,472 CLPV, LLC - Hawthorne LP 20,141 Wheaton Plaza Regional Shopping Center LLP 62,362 Centro Property Group - Federal Realty Investment Trust - Simon Property Group Inc. 199,591 Waterways Plaza LLC 185,882 G. High Definition and Waterways High Definition Realty LLC and Waterways Plaza LLC object to the the Debtors' Disclosure Statement and Plan because neither of the two specifically address the effects of a blanket assumption of all leases, and leases in which the Debtors are in default of a non-monetary obligation that cannot be cured. Contrary to the Debtors' assertion that the reorganization process would not affect the landlords of their facilities, the Debtors asked the Court to approve their application to employ Hilco Real Estate LLC as their real estate consultant, notes Mr. Hall. Hilco's employment, he asserts, evidences an intent by the Debtors to utilize the bankruptcy process to affect the rights of the Landlords, and creates doubt that the Debtors intend to comply with Section 365(d)(4) of the Bankruptcy Code. Hence, notes Mr. Hall, the Disclosure Statement does not provide adequate information because it fails to inform creditors that the Debtors have hired a consulting firm whose function is to the change the Debtors' relationship with the Landlords of the Leased properties, even though the Debtors have stated an intent to assume all leases. In addition, High Definition and Waterways Plaza have essentially the same objections to the Disclosure Statement as the Objecting Landlords. Against this backdrop, the High Definition and Waterways Plaza ask the Court to deny: * approval of the Debtors' Disclosure Statement; * confirmation of the Debtors' Plan; and * assumption of the High Definition and Waterways Plaza Lease Agreements. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally Total and its affiliates filed for chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre-packaged chapter 11 plan. Joseph Furst, III, Esq. at Latham & Watkins, L.L.P. represents the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had $408,546,205 in total assets and $1,825,941,54627 in total liabilities. The Debtors filed their Joint Prepackaged Plan & Disclosure Statement on July 31, 2007. On Aug. 13, 2007, they filed an Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified Amended Prepackaged Plan. The hearing to consider confirmation of the Debtors' prepackaged plan is set for Sept. 17, 2007. (Bally Total Fitness Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000) BALLY TOTAL: Files Supplement to Modified First Amended Plan ------------------------------------------------------------ Bally Total Fitness Holding Corporation and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the Southern District of New York in Manhattan a copy of their Liquidation Analysis, to supplement their Modified First Amended Joint Prepackaged Chapter 11 Plan of Reorganization. David S. Heller, Esq., at Latham & Watkins LLP, in Chicago, Illinois, explains that the initial Liquidation Analysis filed on July 31, 2007, inadvertently omitted certain portions. The Debtors' Liquidation Analysis states that the Plan meets the "best interest of creditors" test as set forth in Section 1129(a)(7) of the Bankruptcy Code. The Liquidation Analysis was prepared by the Debtors' management, with the assistance of their professionals, and assumes the case would convert to Chapter 7 soon after initially filing for Chapter 11. The Analysis provides that: * priority unsecured claims are assumed to be paid from the net proceeds available, if any, after the payment of liquidation costs, secured claims, and administrative claims; * Prepetition Senior Notes Claims are assumed to be paid on a pro rata basis from the net proceeds available for all unsecured creditors, plus the pro rata distribution that would be payable with regard to the Prepetition Senior Subordinated Notes Claims absent the subordination provisions in the Prepetition Senior Subordinated Notes Indenture; * although unsecured claims against only Bally Total Fitness Holding Corporation would likely receive a smaller distribution in a liquidation than unsecured claims against the Affiliate Debtors because Bally is a holding company with limited assets, for the purposes of the Liquidation Analysis, it is assumed that all unsecured claims will be paid on a pro rata basis from the net proceeds available for all unsecured creditors; and * no pro rata proceeds are estimated to be available solely for the Prepetition Senior Subordinated Notes Claims. A full-text copy of the Debtors' Liquidation Analysis is available for free at http://researcharchives.com/t/s?234e The Debtors believe the Liquidation Analysis and the conclusions set forth in the Analysis are fair and accurate, and represent management's best judgment with regard to the results of a Chapter 7 liquidation of the Debtors. Bally Board of Directors The Debtors were scheduled to identify the members of their board of directors in a supplemental filing that was supposed to be submitted to the Court on September 7, 2007. However, the Plan Supplement is not yet final, Mr. Heller tells Judge Lifland. The Debtors will file the Plan Supplement as soon as possible, before the confirmation hearing on the Debtors' Plan scheduled for September 17, 2007, Mr. Heller adds. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally Total and its affiliates filed for chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre-packaged chapter 11 plan. Joseph Furst, III, Esq. at Latham & Watkins, L.L.P. represents the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had $408,546,205 in total assets and $1,825,941,54627 in total liabilities. The Debtors filed their Joint Prepackaged Plan & Disclosure Statement on July 31, 2007. On Aug. 13, 2007, they filed an Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified Amended Prepackaged Plan. The hearing to consider confirmation of the Debtors' prepackaged plan is set for Sept. 17, 2007. (Bally Total Fitness Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000) BALLY TOTAL: Asks Court to Deny Prepayment of Premium Claims ------------------------------------------------------------ Last month, the U.S. Bankruptcy Court for the Southern District of New York in Manhattan approved, on a final basis, Bally Total Fitness Holding Corporation and its debtor-affiliates' request to obtain secured postpetition financing for $292,000,000 from Morgan Stanley Senior Funding Inc. The Court's DIP Order provided the Debtors with authority to enter into a $292,000,000 DIP financing facility comprised of a $50,000,000 revolver and a $242,000,000, pursuant to a superpriority secured DIP financing agreement -- the DIP Credit Agreement. David S. Heller, Esq., at Latham & Watkins LLP, in Chicago, Illinois, states that the DIP Facility has been consummated, and most of the proceeds have been used to repay obligations owed to the Debtors' prepetition secured lenders, under a $284,000,000 Prepetition Credit Facility. Pursuant to the terms of the DIP Facility, certain Prepetition Secured Lenders that participated in the DIP Facility elected to waive their Prepayment Premium Claims in exchange for the payment of a lender participation fee equal to 0.125% of the greater of their prepetition loan obligations or their financing commitments under the DIP Facility. However, as reflected in the Court's DIP Order, the other Prepetition Secured Lenders retained their right to assert their Prepayment Premium Claims, and the Debtors reserved their right to dispute any of the claims. Accordingly, the Debtors object to the allowance of any Prepetition Premium Claims that may be asserted by a Non-Waiving Prepetition Secured Lender, and ask the Court to deny the payment of the Prepayment Premium Claims. To avoid delay in the refinancing of the Prepetition Credit Facility, the Debtors and JPMorgan Chase Bank, N.A. -- the Prepetition Agent -- on behalf of the Non-Waiving Prepetition Secured Lenders, have agreed to escrow the aggregate amount at issue. Pursuant to the DIP Order, the Parties also agree that: * on or before September 12, 2007, any Non-Waiving Prepetition Secured Lender wishing to assert a Prepayment Premium Claim must file a response to the Debtors' Objection; and * any Non-Waiving Prepetition Secured Lender which fails to file a timely response will be barred from asserting and deemed to have waived its Prepayment Premium Claim. The Court will convene a hearing on September 17, 2007, to determine the allowability of the Prepayment Premium Claims asserted by the Non-Waiving Prepetition Secured Lenders that filed timely responses to the Debtors' Objection. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally Total and its affiliates filed for chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre-packaged chapter 11 plan. Joseph Furst, III, Esq. at Latham & Watkins, L.L.P. represents the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had $408,546,205 in total assets and $1,825,941,54627 in total liabilities. The Debtors filed their Joint Prepackaged Plan & Disclosure Statement on July 31, 2007. On Aug. 13, 2007, they filed an Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified Amended Prepackaged Plan. The hearing to consider confirmation of the Debtors' prepackaged plan is set for Sept. 17, 2007. (Bally Total Fitness Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000) BCE INC: Plan of Arrangement Approval Hearing Set on Oct. 10 ------------------------------------------------------------ The Superior Court of Quebec set a hearing at 9:30 a.m., on Oct. 10, 2007 to consider BCE Inc.'s request seeking a Final Order approving the proposed plan of arrangement under which BCE will be acquired by a consortium led by Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, Providence Equity Partners and Madison Dearborn Partners. As reported in the Troubled Company Reporter on July 17, 2007, the company entered into a definitive agreement to be acquired by the investor group led by Teachers' Private through a purchase of all of the company's outstanding Series AA Preferred Shares for a price of $25.76 per share, together with accrued but unpaid dividends. As reported in the Troubled Company Reporter on Aug. 13, 2007, BCE's will hold a special shareholder meeting on Sept. 21, 2007 at 9:30 a.m. At the special meeting, holders of common and preferred shares registered at the close of business on Aug. 10, 2007, will be asked to vote on the privatization of BCE. The transaction is expected to close in the first quarter of 2008 and is subject to customary conditions, including shareholder and regulatory approvals. Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) -- http://www.bce.ca/-- is a communications company, providing comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada and an interest in CTVglobemedia. * * * As reported in the Troubled Company Reporter on July 5, 2007, Fitch Ratings downgraded BCE Inc.'s issuer default rating and senior unsecured debt rating to BB- from BBB+. BCE INC: Needs Approval to Change Local Phone Rates, CRTC Rules --------------------------------------------------------------- The Canadian Radio-television and Telecommunications Commission said Tuesday that BCE Inc. can't set its own local phone service rates in areas where there isn't enough competition, Bloomberg reports. The ruling means that the company's unit, Bell Canada, must obtain approval from the CRTC in order to adjust prices in 56 of 58 small cities. Bloomberg adds that the ruling makes it more difficult for the company to compete in markets where competitors don't have to deal with such restrictions. The CRTC started deregulating local telephone rates in July 2007 in key cities that includes Halifax, Montreal and Toronto. Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) -- http://www.bce.ca/-- is a communications company, providing comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada and an interest in CTVglobemedia. * * * As reported in the Troubled Company Reporter on July 5, 2007, Fitch Ratings downgraded BCE Inc.'s issuer default rating and senior unsecured debt rating to BB- from BBB+. BLB MANAGEMENT: Moody's Lowers Corporate Family Rating to B2 ------------------------------------------------------------ Moody's Investors Service lowered BLB Management's Corporate Family Rating to B2 from B1 reflecting higher leverage relative to projections following the near completion of the redevelopment of the Twin River racino (formerly known as Lincoln Park) near Providence, Rhode Island. Moody's also downgraded BLB's first lien revolving credit facility and first lien term loan to B1 from Ba3, and its second lien term loan to Caa1 from B3 based on the application of Moody's Loss Given Default methodology. BLB is in the third and final phase (opened on Sept. 12, 2007) of a significant renovation of the Twin River racino. Since the April 2007 completion of phase two, gaming revenues are largely in line with expectations, but food and beverage revenues have been well below projected levels. As a result, the pace of EBITDA growth is behind schedule and peak debt/EBITDA is likely to about 10x over the next two quarters, and drop to around 7.5x by year- end 2008. Moody's originally projected peak leverage to come in around 8.5x and drop to around 6.0x within 12 to 18 months thereafter. Additionally, BLB will be challenged to remain in compliance with its financial covenants (senior debt to EBITDA, EBITDA to interest, and total debt to EBITDA). However, BLB appears to have sufficient cash on hand to cover remaining accrued costs to complete the last phase of the renovation. Going forward, Twin River is expected to generate sufficient cash flow to cover interest, taxes, maintenance capital spending, and mandatory annual amortization of its term loan. The rating outlook is negative reflecting the challenge the company faces to remain in compliance with financial covenants and future step-downs that begin in the second quarter of 2008. Moody's notes, BLB's owners have the right to make cash contributions to BLB of up to $15 million to cure non-compliance; BLB's owners have provided support to the project via an equity contribution in 2006. The rating outlook is likely to revert to stable, if operating performance improves and the company demonstrates prospective ability to comply with covenants. Ratings/assessments changed: -- CFR to B2 from B1 -- Probability of Default to B2 from B1 -- 1st Lien Revolving Credit Facility to B1 (LGD 3, 37%) from Ba3 (LGD 3, 36%) -- 1st Lien Term Loan to B1 (LGD 3, 37%) from Ba3 (LGD 3, 36%) -- 2nd Lien Term Loan to Caa1 (LGD 5, 89%) from B3 (LGD 5, 88%) BLB Management Services, Inc. is a joint venture holding company comprised of Kerzner International Limited, Starwood Capital Group and Waterford Group LLC. BLB's restricted operating subsidiary, UTGR Inc, owns and operates the Twin River racino (formerly, Lincoln Park), located near Providence, Rhode Island. BLB recently completed a significant renovation of Twin River which included expanded gaming space, and improved non-gaming amenities. The current number of video lottery terminals is planned to increase to 4,752 by 2007. BOSTON SCIENTIFIC: Ray Elliot Joins Board of Directors ------------------------------------------------------ Boston Scientific Corporation's board of directors has elected Ray Elliott as a director, increasing the Boston Scientific board to 15 members. Mr. Elliott, 58, is chairman of the board of Zimmer Holdings Inc. He served as chairman, president and chief executive officer of Zimmer from 2001 to 2007, and president of Zimmer since 1997. Mr. Elliott has operating and director experience in medical devices, orthopaedics and other industries. Prior to his roles at Zimmer, Mr. Elliott was president and chief executive officer of Cybex International Inc. Before assuming his role at Cybex, he was a president and chief operating officer of Southam Inc., and group president of John Labatt Ltd. He served for 15 years in a number of executive capacities with American Hospital Supply Corporation, a predecessor to Baxter International, including President of their Far East divisions in Tokyo. He holds a B.A. from the University of Western Ontario. "Ray is a highly regarded health care industry executive who has successfully led complex global businesses for more than 20 years," Pete Nicholas, chairman of the board of Boston Scientific, said. "He has a keen understanding of the role of technology in improving health outcomes, and he will bring a wealth of valuable experience to our board. We are pleased to welcome Ray to Boston Scientific." About Boston Scientific Headquartered in Natick, Massachusetts, Boston Scientific Corporation (NYSE: BSX) -- http://www.bostonscientific.com/-- develops, manufactures and markets medical devices used in a broad range of interventional medical specialties. The company has offices in Argentina, Chile, France, Germany, and Japan. * * * As reported in the Troubled Company Reporter on Aug. 28, 2007, Standard & Poor's Ratings Services said that its ratings on Boston Scientific Corporation, including the 'BB+' corporate credit rating, remain on CreditWatch with negative implications, where they were placed Aug. 3, 2007. Earlier, Fitch Ratings downgraded the rating on the company's 'BBB-' Senior Unsecured Notes to 'BB+'. The Outlook is Negative. CALPINE CORP: Court Approves PTR Pact With Rosetta Resources ------------------------------------------------------------ A U.S. bankruptcy court approved the Partial Transfer and Release Agreement dated Aug. 3, 2007, between Calpine Corporation and Rosetta Resources, Inc. The PTR agreement states Calpine will firmly place legal title in Rosetta's name, as of the date of the original transaction, for a number of oil and gas properties that Calpine had conveyed or agreed to convey but which still had ongoing title issues. Specifically, the bankruptcy court's approval of the PTR Agreement authorizes and approves Calpine's implementation of the business solution negotiated by the parties, without prejudice to their other outstanding claims or defenses: * Rosetta will enter into a new natural gas marketing agreement with Calpine extending until June 30, 2009. This agreement is subject to an earlier termination right by Rosetta upon the occurrence of certain actions by Calpine. * Calpine has executed and will now deliver to Rosetta documents that resolve title issues pertaining to certain oil and gas properties located in the Gulf of Mexico, California and Wyoming. * Rosetta will assume all Calpine's rights and obligations for an audit by the California State Lands Commission on part of the Properties. * Rosetta will assume all rights and obligations for the Properties, including all plugging and abandonment liabilities. "This partial settlement as now approved by the bankruptcy court, represents a positive step forward for our company, as it resolves certain title issues on properties included in the original transaction," Charles Chambers, president and CEO of Rosetta Resources, said. "However, this partial settlement does not resolve any of the issues raised by Calpine in its fraudulent conveyance claim, which remains pending. We will work diligently to pursue the significant outstanding matters with Calpine and maintain our focus on delivering solid operational results. While this agreement reflects positive cooperation between Calpine and Rosetta, we will still vigorously defend against Calpine's claims in the fraudulent conveyance action." About Rosetta Resources Inc. Based in Houston, Texas, Rosetta Resources Inc. (Nasdaq:ROSE) -- http://www.rosettaresources.com/--is an independent oil and gas company engaged in acquisition, exploration, development and production of oil and gas properties in North America. The company's operations are concentrated in the Sacramento Basin of California, South Texas, the Gulf of Mexico and the Rocky Mountains. About Calpine Corp. Based in San Jose, California, Calpine Corporation (OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. On June 20, 2007, the Debtors filed their Chapter 11 Plan and Disclosure Statement. On Aug. 27, 2007, the Debtors filed their Amended Plan and Disclosure Statement. The hearing to consider the adequacy of the Disclosure Statement has been reset to Sept. 25. CANWEST MEDIAWORKS: Merger Public Hearing Moved to November 19 -------------------------------------------------------------- The Canadian Radio-television and Telecommunications Commission said in late August 2007 that the public hearing to consider the application by CanWest MediaWorks Inc. to acquire Alliance Atlantis Communications Inc.'s broadcasting companies has been postponed due to the late filing of additional documents. CanWest filed, in mid-August, 52 documents containing more than 300 pages with marked changes. The CRTC has determined that the extent of the new information is such that interveners should be given a fair opportunity to comment on these documents. In the interest of procedural fairness, the hearing to consider CanWest's application has been rescheduled to the first available date, Nov. 19, 2007. A new deadline of Oct. 10, 2007, has been set for interested parties to submit any amendments to their interventions or comments in respect of the additional information only. CanWest may file amendments to its reply comments no later than Oct. 22, 2007. About The CRTC The CRTC is an independent, public authority that regulates and supervises broadcasting and telecommunications in Canada. About CanWest MediaWorks CanWest MediaWorks Inc. -- http://www.canwestmediaworks.com/-- is a wholly-owned subsidiary of CanWest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwestglobal.com/-- an international media company. In addition to owning the Global Television network, CanWest is Canada's largest publisher of English language daily newspapers, and also owns, operates and/or holds substantial interests in conventional television, out-of- home advertising, specialty cable channels, Web sites and radio networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. * * * As reported in the Troubled Company Reporter on July 5, 2007, Moody's Investors Service affirmed all ratings of CanWest MediaWorks Inc. and CanWest MediaWorks LP following the announcement by CanWest that LP would reduce the amount of its planned debt offerings by about $130 million related to the privatization of CanWest MediaWorks Income Fund by CanWest. Ratings affirmed include the company's: corporate family rating at B1; probability of default rating at B1; $760 million senior subordinated notes, due 2012 at B3, LGD 5, 89%; Speculative grade liquidity rating at SGL-2. CAPCO AMERICA: Fitch Affirms B- Rating on $24.9MM Certificates -------------------------------------------------------------- Fitch Ratings has downgraded the rating on CAPCO America Securitization Corp.'s commercial mortgage pass-through certificates, series 1998-D7 as: -- $7.1 million class B-5 to 'C/DR5' from 'CC/DR4'. In addition, Fitch affirms these: --$595 million class A-1B at 'AAA'; -- Interest-only class PS-1 at 'AAA'; -- $62.3 million class A-2 at 'AAA'; -- $68.5 million class A-3 at 'AAA'; -- $59.2 million class A-4 at 'AAA'; -- $21.8 million class A-5 at 'AAA'; -- $31.1 million class B-1 at 'AA-'; -- $28 million class B-2 at 'BBB+'; -- $15.6 million class B-3 at 'BB+'; -- $24.9 million class B-4 at 'B-'; Fitch did not rate the class B-6 and B-6H certificates, which have been reduced to zero based on realized losses. Class A-1A been paid in full. The class B-5 downgrade is due to increased loss expectations associated with the two specially serviced assets. The rating affirmations are due to overall stable performance of the pool and limited paydown and defeasance since the last Fitch rating action. Sixty loans (36.7%) have defeased since issuance, including four of the top five loans (17%). As of the August 2007 distribution date, the pool has paid down 26.7% to $913.5 million from $1.25 billion at issuance. There are currently two assets (0.8%) in special servicing. The largest specially serviced asset (0.6%) is an industrial/mixed-use property located in Baltimore, MD, and is real estate owned. The property is listed for sale and the special servicer is currently evaluating purchase offers. The other specially serviced asset (0.1%) is a multifamily property located in Kansas City, Missouri, that is 90+ days delinquent. Based on recent appraised values, losses are expected on both assets. The fourth largest asset in the pool (3.8%) is a retail mall located in Charlotte, NC, and is considered a Fitch Loan of Concern. Although the loan is current, a non-collateral anchor tenant vacated at the end of 2006. In-line occupancy at March 2007 had declined to 75.4% from 92.7% at year-end 2006 and 90% at issuance. In total, 12% of the loans by collateral balance are considered Fitch Loans of Concern and Fitch will continue to monitor the performance of these assets. CASTLE ROCK: Disclosure Statement Hearing Scheduled on October 1 ---------------------------------------------------------------- The Honorable Karen S. Jennemann of the United States Bankruptcy Court for the Middle District of Florida will convene a hearing on Oct. 1, 2007, at 10:00 p.m., at 135 West Central Boulevard, 5th floor, to consider the adequacy of Castle Rock 25 Partners LLC's Disclosure Statement explaining its Chapter 11 Plan of Reorganization. Castle Rock 25 Partners LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement explaining its Chapter 11 Plan of Reorganization. Treatment of Claims As reported in the Troubled Company Reporter on July 17, 2007, under the Plan, Administrative and Priority Claims will be paid in full on the effective date. RBC Centura Bank's Secured Claims will retain its mortgage lien. On the 15th day of the month after the effective date, the Debtor will commence monthly payments of interest equal to the prime rate plus 1% on RBC Centura's allowed secured claim. The Debtor and RBC Centura will execute new loan documents with standard covenants and mutually agreed release prices for property sold after the confirmation the Debtor's plan. Stanchina Family Partners LLC's Secured Claim will receive $2,115,674 in full satisfaction of its allowed secured claims. Town of Castle Rock and Douglas County School District will each be reimbursed by the Debtor at least: i. $1,384,212; or ii. 50% of the actual cost of certain improvements performed on the Douglas County's property. General Unsecured Claims will receive distribution from the escrow fund equal to 100% without interest over a period of 5 years from the effective date. Holders of Equity Interest against the Debtor will retain their membership interest. Headquartered in Orlando, Flordia, Castle Rock 25 Partners LLC, filed for Chapter 11 protection on Feb. 5, 2007 (Bankr. M.D. Fl. Case No: 07-00384). R. Scott Shuker, Esq., Jimmy D Parrish, Esq, and Jacqueline E. Ferris, Esq., at Latham Shuker Barker Eden & Beaudine LLP, represents the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in this case to date. When the Debtors filed for bankruptcy, it listed assets and debts between $1 million and $100 million. CENTEX HOME: Moody's Downgrades Class B Certs. Rating to B3 ----------------------------------------------------------- Moody's Investors Service downgraded two certificates issued by Centex Home Equity Loan Trust, Series 2002-D. This subprime deal consists of fixed-rate and adjustable-rate residential mortgage loans. The two most subordinate classes from the transaction are being downgraded based on the low credit enhancement levels compared to the current loss projections. The credit support is declining due to the loan defaults. In addition, the transaction has stepped down, causing overcollateralization to be released and the subordinated certificates have started to receive their share of unscheduled prepayments. Complete rating actions are: Issuer: Centex Home Equity Loan Trust -- Series 2002-D; Class M-2, downgraded Baa2 to from A2; -- Series 2002-D; Class B, downgraded to B3 from Ba3. CERADYNE INC: Completes $69.6 Million Acquisition of EP Boron ------------------------------------------------------------- Ceradyne Inc. completed its acquisition of EaglePicher Boron LLC for $69.6 million in cash. EP Boron will be operated as a wholly owned subsidiary of Ceradyne Inc. reporting to Michael Kraft. In June 2007, Mr. Kraft was appointed vice president of the company's nuclear and semiconductor business units. "I am very pleased with this latest Ceradyne acquisition, which meets our diversification objectives and provides us with a strategic opportunity that supports our continued expansion into both the nuclear waste containment and semiconductor arenas," Joel P. Moskowitz, Ceradyne's chairman and chief executive officer, said. "Each of these markets shows considerable promise in the company's future, and I am confident that Michael's business development experience in these industries will prove resourceful." "This acquisition fits perfectly with Ceradyne's longer range global strategy," Mr. Kraft commented. "We will be developing plans to accelerate EP Boron's global growth with the assistance of their very capable management team." About EaglePicher Boron LLC Headquartered in Quapaw, Oklahoma, EaglePicher Boron LLC -- http://www.eaglepicher.com/EaglePicherInternet/Companies/Boron/-- produces the boron isotope that is used for nuclear waste containment and nuclear power plant neutron radiation control. The company also produces complementary chemical isotopes used in the normal operation and control of nuclear power plants. Its products and services include water chemistry additives for nuclear power plants; radioactive shielding and criticality control for nuclear fuel storage and transportation; burnable poisons for nuclear fuel; semiconductor processes and dopants for melt-doped bulk wafers; scientific and research application products; waste treatment and processing products; and special services. About Ceradyne Inc Based in Costa Mesa, California, Ceradyne Inc. (Nasdaq: CRDN) -- http://www.ceradyne.com/-- develops, manufactures and markets advanced technical ceramic products and components for defense, industrial, automotive and consumer applications. * * * Moody's Investor Services placed Ceradyne Inc.'s long term corporate family and bank loan debt ratings at "Ba3" in July 2004. These ratings hold to this date. CERADYNE INC: Terminates Peter Hartl as ESK Ceramics President -------------------------------------------------------------- Ceradyne Inc. disclosed that Peter Hartl was terminated as ESK Ceramics' president effective Aug. 31, 2007. ESK Ceramics is the company's wholly-owned subsidiary located in Kempten, Germany. Mr. Hartl's position as a vice president of Ceradyne was also terminated. Based in Costa Mesa, California, Ceradyne Inc. (Nasdaq: CRDN) -- http://www.ceradyne.com/-- develops, manufactures and markets advanced technical ceramic products and components for defense, industrial, automotive and consumer applications. * * * Moody's Investor Services placed Ceradyne Inc.'s long term corporate family and bank loan debt ratings at "Ba3" in July 2004. These ratings hold to this date. CHANDLER HEIGHTS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: The Reserve at Chandler Heights, LLC 2152 South Vineyard, Suite 106 Mesa, AZ 85210 Bankruptcy Case No.: 07-04563 Type of Business: The Debtor owns and operates an apartment complex. Chapter 11 Petition Date: September 12, 2007 Court: District of Arizona (Phoenix) Judge: Charles G. Case II Debtor's Counsel: Dewain D. Fox, Esq. Fennemore Craig 3003 North Central Avenue, Suite 2600 Phoenix, AZ 85012-2913 Tel: (602) 916-5475 Fax: (602) 916-5675 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. CITIGROUP MORTGAGE: High Losses Cue Moody's to Review Ratings ------------------------------------------------------------- Moody's Investors Service placed the ratings of four tranches issued by Citigroup Mortgage Loan Trust in 2003 for possible downgrade. The collateral backing these classes consists of primarily first lien subprime residential mortgage loans. The ratings being reviewed for possible downgrade have experienced higher than anticipated delinquencies and losses. Moreover, the 2003-HE4 transaction has experienced erosion of overcollateralization due to the recent pace of losses. Complete rating actions are: Issuer: Citigroup Mortgage Loan Trust, Series 2003-HE3 -- Class M-4, currently Ba1, on review for possible downgrade. Issuer: Citigroup Mortgage Loan Trust, Series 2003-HE4 -- Class M-5, currently Ba1, on review for possible downgrade; -- Class M-6, currently Ba3, on review for possible downgrade; -- Class M-7, currently B2, on review for possible downgrade. CITY CAPITAL: Melissa Grimes Resigns as Director and Officer ------------------------------------------------------------ Melissa Grimes resigned on Sept. 4, 2007, as director and officer of City Capital Corporation. At the time of her resignation, Mrs. Grimes had no disagreement with the company on any matter relating to the company's operations, policies or practices. Headquartered in Franklin, Tennessee, City Capital Corp. (OTCBB:CCCN) -- http://citycapcorp.com/-- prior to its election to be a Business Development Corporation, specialized in the sale and distribution of artificial turf. Those business activities were conducted in the company's subsidiary, Perfect Turf Inc. Perfect Turf was sold on March 29, 2007. Currently, the company's business is the acquisition of undervalued real assets for redevelopment and oil and gas leases for improvement in production. At June 30, 2007, the company's balance sheet showed total assets of $ 4,469,330 and Total liabilities of $7,382,480, resulting to total stockholders' deficit of $2,913,150. Going Concern Doubt De Joya, Griffith & Company LLC, in Henderson, Nevada, expressed substantial doubt about City Capital Corporation's ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's recurring losses from operations and negative cash flows. CMS ENERGY: Earns $33 Million in Second Quarter Ended June 30 ------------------------------------------------------------- CMS Energy Corp. reported net income of $33.0 million for the second quarter of 2007, compared to net income of $72.0 million in the same quarter of 2006. The company's adjusted second quarter net income, which excludes net earnings or losses primarily associated with businesses sold, was $18.0 million, compared to net income of $45.0 million for the second quarter of 2006. The lower quarterly earnings reflect the fact that certain tax benefits that occurred in 2006 did not repeat in 2007. For the first six months of 2007, CMS Energy reported a net loss of $182.0 million, compared to net income of $45.0 million for the first half of 2006. The 2007 six-month results include losses of $292.0 million, primarily linked to sales of the company's international businesses, including discontinued operations. On an adjusted basis, the company had net income of $110.0 million for the first half of 2007, compared to net income of $11.0 million for the first six months of 2006. David Joos, CMS Energy's president and chief executive officer, said the company completed asset sales with about $1.60 billion of gross proceeds during the second quarter, and it continues to implement its strategy of selling non-strategic businesses and focusing on its Michigan utility, Consumers Energy. "We continue to have excellent operational performance at Consumers Energy and our remaining non-utility businesses. We closed this week on the last major asset sale in our international portfolio and expect to complete our international sales plan by the end of the year. The proceeds from these sales have allowed us to achieve our capital structure goal at the utility and improvements in our credit ratings," Joos said. At June 30, 2007, the company's consolidated balance sheet showed $14.69 billion in total assets, $2.47 billion in current liabilities, $3.85 billion in non-current liabilities, $54 million in minority interests, $5.58 billion in long-term debt, $232 million in non-current portion of capital and finance lease obligations, $294 million in preferred stock, and $2.20 billion in common stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended June 30, 2007, are available for free at http://researcharchives.com/t/s?2340 About CMS Energy Headquartered in Jackson, Michigan, CMS Energy Corp. (NYSE: CMS) -- http://www.cmsenergy.com/-- is a company that has an electric and natural gas utility, Consumers Energy, as its primary business and also owns and operates independent power generation businesses. * * * As reported in the Troubled Company Reporter on Aug. 8, 2007, Fitch placed the ratings of CMS Energy Corp. and Consumers Energy Co., including CMS Energy Corp.'s 'BB-' Issuer Default Rating and Consumer Energy Co.'s 'BB+' Issuer Default Rating, on Rating Watch Positive. The Rating Watch Positive reflects the continuing reduction of business risk that resulted from the substantial completion of the asset sale and restructuring program and the company's plan to reduce parent debt by $650 million using a portion of the $1.60 billion of proceeds from non-strategic asset sales that closed in 2007. CREDIT SUISSE: Fitch Downgrades Ratings on $4.7MM Certificates -------------------------------------------------------------- Fitch Ratings has taken these rating actions on CSFB HEMT 2006-2 Group 2 HELOC mortgage pass-through certificates. Affirmations total $125.1 million and downgrades total $4.7 million. Break Loss percentages and Loss Coverage Ratios for each class, rated B or higher, are included with the rating actions as: CSFB HEMT 2006-2 Group 2 HELOCS -- $125.1 million class 2A1 affirmed at 'AAA' (Insured by FGIC); -- $2.2 million class 2M-1 downgraded to 'BB-' from 'BBB+' (BL: 14.74, LCR: 0.94); -- $2.5 million class 2M-2 downgraded to 'B+' from 'BBB' (BL: 13.21, LCR: 0.84); Deal Summary -- Originators: Various; -- 60+ day Delinquency: 3.53%; -- Realized Losses to date (% of Original Balance): 1.68%; -- Expected Remaining Losses (% of Current Balance): 15.69%; -- Cumulative Expected Losses (% of Original Balance): 10.12%. The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2006 and late 2005 with regard to continued poor loan performance and home price weakness. Minimum LCR's specifically for subprime second lien transactions are as follows: AAA: 2.00; AA: 1.75; A: 1.50; BBB: 1.20; BB 0.95; B: 0.75. Also, with regard to subprime second lien transactions, ratings on bonds expected to pay off within 36 months are affirmed. CUSTOM FOODS: Judge Walsh Confirms Joint Chapter 11 Plan -------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware confirmed, on Sept. 10, 2007, the Joint Chapter 11 Plan of Reorganization filed by Custom Food Products, Inc., and the Official Committee of Unsecured Creditors. Judge Walsh declared that the plan satisfied the requirements for confirmation set in Section 1129(a) of the Bankruptcy Code. Asset Sale The Debtor relates that after filing for bankruptcy, it negotiated an asset purchase agreement with CML New Meatco, LLC, under which CML agreed to buy substantially all of the Debtor's assets. On June 14, 2007, the Court approved the Asset Purchase Agreement which provided that CML, among other things, will: * provide $3 million in cash for a "Wind-Down Budget" to pay for expenses incurred during the Debtors' bankruptcy proceedings; * assume $877,000 in mechanic liens; * fund cure amounts owing to executory contracts and unexpired leases assumed in connection with the sale; * assume approximately $750,000 in prepetition priority and postpetition employee liabilities; * assume specified ordinary course administrative liabilities incurred during the Debtor's case; and * satisfy the outstanding balance owed to Wachovia Capital Finance Corp. (Western) under the DIP Facility on closing. The sale, the Debtor reminds the Court, closed on June 29, 2007. Treatment of Claims Under the Plan, Administrative Claims and Priority Claims will be paid in full. The Debtor relates that CML has satisfied Wachovia's claims in full pursuant to the asset purchase agreement. CML has also assumed the Mechanics Liens and will satisfy the claims, the Debtor adds. Other Secured Claims and Priority Tax Claims will be paid in full. The Debtor estimated General Unsecured Claims to approximately $15.3 million. Under the Plan, general unsecured creditors will receive their pro rata share of: * the General Unsecured Fund; and * Net Litigation Proceeds. Contrarian Service Company, LLC's claim will be fully waived or extinguished and Contrarian will not receive anything other the Plan. All Interest in the Debtor will be cancelled and holders will receive zero distribution under the Plan. About Custom Foods 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 company filed for chapter 11 protection on April 1, 2001 (Bankr. C.D. Calif. Lead Case No. 01-12830). On July 17, 2002, the California Court confirmed the company's Amended Plan of Reorganization. On April 13, 2007, the Debtor filed its second chapter 11 petition (Bankr. D. Del. Case No. 07-10495). Lee R. Bognadoff, Esq., Michael L. tuchin, Esq., Martin R. Barash, Esq., and Courtney E. Pozmantier, Esq., at Klee Tuchin Bognadoff & Stern LLP, represent the Debtor. Laura Davis Jones, Esq., Bruce Grohsgal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, acts as the Debtor's co-counsel. Michael J. Viscount, Esq., Joshua T. Klein, Esq., and Daniel K. Astin, Esq., at Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. In schedules filed with the Court, the Debtor disclosed total assets of $69,698,974 and total debts of $47,822,711. DEI SYSTEMS: Case Summary & 21 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: D.E.I. Systems, Inc. aka Delta Fiberglass aka Delta Equipment Industrial Systems, Inc. aka Delta R.P.S., Inc. aka Delta Environmental, Inc. 1235 South Pioneer Road Salt Lake City, UT 84104 Bankruptcy Case No.: 07-24224 Type of business: The Debtor is an industrial fiberglass supplier. See http://www.deisystemsinc.net Chapter 11 Petition Date: September 7, 2007 Court: District of Utah (Salt Lake City) Judge: Judith A. Boulden Debtor's Counsel: Joseph M.R. Covey, Esq. Parr, Waddoups, Brown, Gee & Loveless 185 South State Street, Suite 1300 Salt Lake City, UT 84111 Tel: (801) 532-7840 Fax: (801) 532-7750 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 21 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Coombs & Hopkins Co. Independent $337,889 Attention: Jon Coombs Representative Coombs & Hopkins Co. 5411 Avenida Encinas, Suite 250 Carlsbad, CA 92008 Environmental Services Group Unsecured loan $1,144,761 Nichlos Memmo 11726 San Vicente Boulevard, Suite 300 Los Angeles, CA 90049 Delta Equipment Co. Building Lessor $295,969 Attention: Ben Bichler 883 East Village Way Fruit Heights, UT 84037 Envirosales, Inc. Independent $281,491 Attention: Jesse Representative Box 79, Gedney Station White Plains, NY 10605 New York Blower Co. Trade debt $201,470 North American Composites Trade debt $92,204 Ashland Chemical Company Trade debt $74,094 Landstar Ranger, Inc. Trade debt $68,102 Wescor Associates, Inc. Independent $67,897 Representative Zions Bank Credit card debt $62,229 Composites One, L.L.C. Trade debt $54,060 Uintah Fasteners & Supply Trade debt $38,932 Mason-Mercer Rubber Trade debt $36,851 E.W.2 Independent $34,778 Representative Peterson & Matz Independent $33,215 Representative F.R.P. Supply Ashland Trade debt $32,576 Distribution Co. Rex Industries Trade debt $30,622 William H. Reily & Co. Independent $28,200 Representative Bedford Reinforced Plastics Trade debt $26,944 H.S.A. Consulting Engineers Trade debt $23,080 Grating Systems, Inc. Trade debt $22,803 EMERITUS CORP: Completes Acquisition of 9 Communities for $88 Mil. ------------------------------------------------------------------ Emeritus Corporation has completed the acquisition of nine communities formerly leased and operated by the company. The purchase price was $88.0 million, excluding transaction costs. The nine communities comprise 733 units, are all located in the state of New York, and offer assisted living and memory loss services to seniors. The acquisition was financed in part by Red Mortgage Capital Inc. through mortgage debt of approximately $67.8 million at an annual interest rate of 6.185%. During the third quarter of 2007, with the closing of the nine communities, the company has closed on a total of 45 communities formerly leased and operated by the company and eight formerly leased by Summerville Senior Living Inc. About Emeritus Corp. Based in Seattle, Washington, Emeritus Corporation (AMEX: ESC) -- http://www.emeritus.com/-- is a national provider of assisted living and Alzheimer's and related dementia care services to seniors. Emeritus currently operates, or has an interest in, 287 communities representing capacity for approximately 24,712 units and 29,474 residents in 36 states. Emeritus Corporation's consolidated balance sheet at June 30, 2007, showed $950.5 million in total assets and $1.06 billion in total liabilities, resulting in an $111.5 million total shareholders' deficit. Revenues for the first half of 2007 ended June 30, 2007, totaled $219.3 million. EMERITUS CORP: Completes Merger Transaction with Summer Senior -------------------------------------------------------------- Emeritus Corporation has completed the merger transaction with Summerville Senior Living Inc. (Summerville). Granger Cobb, formerly president and chief executive officer of Summerville, has been appointed president and co-chief executive officer of the company along with Daniel R. Baty, who will also retain his position as chairman of the Board of Emeritus. With the completion of the merger, Emeritus is one of the largest national assisted living companies, operating 287 communities in 36 states, comprising 24,712 units with a capacity for 29,474 residents. Mr. Daniel R. Baty, co-chief executive officer and chairman of Emeritus, stated, "With the closing of the transaction, Emeritus is now one of the largest publicly listed assisted living companies. We welcome the expertise of Granger Cobb and his leadership and look forward to working with him and the combined management team. The opportunity to leverage our strengths and capitalize on integrating the "best practices" from both companies, while improving our long-term operating efficiencies and performance, is going to help drive shareholder value." Mr. Granger Cobb, president and co-chief executive officer stated, "The opportunity within the combined organization for revenue expansion will be driven primarily through organic growth in our existing portfolio of communities from both occupancy and rate increases, based on a level-of-care service model. Regional oversight and reporting structures have already been re-aligned to enhance and support each community's ability to balance resident care and service, high quality standards, and fiscal responsibility." Mr. Cobb concluded, "Furthermore, as we fully integrate our companies, we expect to benefit from economies of scale and corporate overhead efficiencies, which are expected to result in a reduction of operating expenses across the combined organization." As expected, Emeritus issued approximately 8,500,000 shares of its common stock to the shareholders of Summerville, including Apollo Real Estate Investment Funds III and IV, ("Apollo Funds"), two real estate funds managed by Apollo Real Estate Advisors, and certain employees of Summerville. Of the total number of shares issued in the transaction, a portion were issued in satisfaction of certain loans outstanding from the Apollo Funds to Summerville. In conjunction with the transaction, Mr. Cobb and Stuart Koenig, partner and chief financial officer at Apollo Real Estate Advisors, have joined the board of directors of Emeritus. The Summerville properties will retain the brand name in the operation of their communities. About Emeritus Corp. Based in Seattle, Washington, Emeritus Corporation (AMEX: ESC) -- http://www.emeritus.com/-- is a national provider of assisted living and Alzheimer's and related dementia care services to seniors. Emeritus currently operates, or has an interest in, 287 communities representing capacity for approximately 24,712 units and 29,474 residents in 36 states. Emeritus Corporation's consolidated balance sheet at June 30, 2007, showed $950.5 million in total assets and $1.06 billion in total liabilities, resulting in a $111.5 million total shareholders' deficit. Revenues for the first half of 2007 ended June 30, 2007, totaled $219.3 million. ENCORE ACQUISITION: Unit Prices IPO at $21 Per Common Unit ---------------------------------------------------------- Encore Acquisition Company's subsidiary, Encore Energy Partners LP, disclosed that the pricing of the initial public offering of 9,000,000 of its common units at $21 per unit. Encore Energy Partners has also granted the underwriters a 30-day over-allotment option to purchase up to an additional 1,350,000 common units. The common units began trading yesterday, Sept. 12, 2007, on the New York Stock Exchange under the symbol "ENP." The offering is expected to close on or about Sept. 17, 2007. The common units offered to the public will represent an aggregate 37.4% limited partner interest in Encore Energy Partners, or approximately 40.7% if the underwriters exercise in full their over-allotment option. Encore Acquisition Company and management of Encore Energy Partners will own the remaining equity interests in Encore Energy Partners. UBS Investment Bank and Lehman Brothers are acting as joint book- running managers for the offering. A.G. Edwards, Credit Suisse, Raymond James and RBC Capital Markets are acting as co-managers for the offering. A copy of the final prospectus relating to the offering may be obtained from: UBS Investment Bank Prospectus Department 299 Park Avenue New York, NY 10171 Telephone (212) 821-3000 or Lehman Brothers c/o Broadridge 1155 Long Island Avenue Edgewood, NY 11717 Fax (631) 254-7140 About Encore Energy Partners With principal executive offices in Fort Worth, Texas, Encore Energy Partners was recently formed by Encore Acquisition Company to acquire, exploit and develop oil and natural gas properties and to acquire, own and operate related assets. Encore Energy Partners' assets consist primarily of producing and non-producing oil and natural gas properties in the Elk Basin of Wyoming and Montana and the Permian Basin of West Texas. About Encore Acquisition Headquartered in Fort Worth, Texas, Encore Acquisition Company (NYSE:EAC) -- http://www.encoreacq.com/-- is an independent energy company engaged in the acquisition, development and exploitation of North American oil and natural gas reserves. Organized in 1998, Encore's oil and natural gas reserves are in four core areas: the Cedar Creek Anticline of Montana and North Dakota; the Permian Basin of West Texas and Southeastern New Mexico; the Mid Continent area, which includes the Arkoma and Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the East Texas Basin and the Barnett Shale; and the Rocky Mountains. * * * As reported in the Troubled Company Reporter on June 26, 2007, Moody's Investors Service confirmed Encore Acquisition Co.'s Ba3 corporate family rating, Ba3 probability of default rating, and B1 senior subordinated note rating. ENVIRONMENTAL SERVICE: Posts $10.4 Mil. Net Loss in Second Quarter ------------------------------------------------------------------ Environmental Service Professsionals Inc. incurred a net loss of $10.4 million in the six months ended June 30, 2007, an increase from the $18,154 net loss reported in the same period last year, mainly due to an increase in general and administrative expenses and marketing costs, as well as significant costs incurred in connection with the charge off of $8.7 million for the sale of Pacific Environmental Sampling Inc. Currently operating costs exceed revenue because sales are not yet sufficient. Total revenue for the first six months period ended June 30, 2007, increased to $410,419 from $-0- in the prior year. This increase in revenue was a result of the restructuring of the company's wholly owned subsidiary Allstate Home Inspection & Household Environmental Testing Ltd., and the incorporation of the Certified Environmental Home Inspection program. General and administrative expenses increased to $2.1 million from $61,744 during the six-month period ended June 30, 2006, mainly due to increased staffing of office and clerical personnel from the prior period, primarily through business acquisitions, and increased professional and consulting fees from the prior period. At June 30, 2007, the company's consolidated balance sheet showed $8.9 million in total assets, $3.8 million in total liabilities, and $5.1 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended June 30, 2007, are available for free at http://researcharchives.com/t/s?2344 Going Concern Doubt Chang G. Park CPA, in Chula Vista, Calif. expressed substantial doubt about Environmental Service Professionals 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 auditor pointed to the company's losses from operations. About Environmental Service Headquartered in Palm Springs, Calif., Environmental Service Professionals Inc., fka Glas-Aire Industries Group Ltd. (OTC BB: EVSP.OB) -- http://www.espusa.net/-- provides mold and moisture management, providing limited mold and allergen survey services for single family, multi-tenant residential and commercial buildings. The company is in the process of converting all current franchises into independent contractors under the CEHI program program through the company's AHI subsidiary. As of June 30, 2007, the company had transferred all of its current and future CEHI business operations to AHI. FEREYDOON ABIR: Involuntary Chapter 11 Case Summary --------------------------------------------------- Alleged Debtor: Fereydoon Abir 500 East 77th Street New York, NY 10162 Case Number: 07-12877 Involuntary Petition Date: September 12, 2007 Court: Southern District of New York (Manhattan) Judge: Allan L. Gropper Petitioner's Counsel: Marvin Neiman, Esq. Neiman & Mairanz P.C. 39 Broadway, 25th Floor New York, NY 10006 Tel: (212) 269-1000 Fax: (212) 635-9302 Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Neiman & Mairanz P.C. Legal Fees $114,800 39 Broadway, 25th Floor Secured: New York, NY 10006 $250,225 Tel: (212) 269-1000 FORAOIS FUNDING: Moody's Junks Rating on $92.4 Million Sr. Certs. ----------------------------------------------------------------- Moody's Investors Service downgraded the rating on these certificates issued by Foraois Funding Limited, a variable leveraged super senior certificate issuer: The $92,400,000 Variable Leveraged Super Senior Certificates Due Aug. 13, 2038 * Prior Rating: Ba1, on review for possible downgrade * Current Rating: Caa2, on review for possible downgrade Foraois issued certificates providing investors with a leveraged exposure to the super senior portion of a CDO whose underlying reference portfolio is comprised of a variety of structured finance securities, including RMBS, Home Equity Loans, CMBS and CDO Securities. The initial leverage is the ratio of the super senior tranche notional amount divided by the investor's initial investment. The transaction incorporates a trigger event that looks to the total market value of the underlying reference portfolio. If a trigger event occurs, the investors may decide to incur the mark- to-market loss of the super senior tranche up to the initial investment or increase the size of its investment, which will reduce the leverage in the deal. The rating downgrade reflects the rapid deterioration in the current market value of the reference portfolio. The rating addresses the expected loss to the investors relative to their initial investment and is based on an analysis of the credit and market risks in the transaction as well as the certificates' legal structure. GMAC LLC: Secures $21.4 Billion Funding from Citigroup Inc. ----------------------------------------------------------- GMAC LLC entered into an agreement with Citigroup Inc. pursuant to which Citi has committed to provide up to $21.4 billion in various asset-backed funding facilities. The Facilities replace an existing $10 billion asset-backed funding facility with Citi that was entered into in August 2006. The Facilities will include commitments to provide funding for U.S. automobile related assets, mortgage assets, and other assets across GMAC and its subsidiaries. A total of $14.4 billion will become available for immediate funding upon execution of the Facilities, with the additional $7 billion becoming available if certain conditions are met. GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors Acceptance Corporation, is a global, diversified financial services company that operates in approximately 40 countries in automotive finance, real estate finance, insurance and other commercial businesses. GMAC was established in 1919 and currently employs about 31,000 people worldwide. * * * As reported in the Troubled Company Reporter on May 4, 2007, Standard & Poor's Ratings Services affirmed its 'BB+/B-1' counterparty credit rating on GMAC LLC. The outlook was revised to negative from developing. GSAMP TRUST: Moody's Assigns Low-B Ratings to Two Class Certs. -------------------------------------------------------------- Moody's Investors Service assigned a Aaa rating to the senior certificates issued by GSAMP Trust 2007-HSBC1, and ratings ranging from Aa3 to Ba2 to the subordinate certificates in the deal. The securitization is backed by subprime, adjustable-rate and fixed-rate, first-lien residential mortgage loans originated by HSBC Finance Corporation. The ratings are based primarily on the credit quality of the loans and on the protection against credit losses provided by subordination, excess interest, and overcollateralization. The certificates also benefit from an interest rate swap agreement between the trust and Goldman Sachs Mitsui Marine Derivative Products L.P. The senior certificate will also benefit from a Financial Guaranty Insurance Policy provided by Financial Security Assurance Inc. Moody's expects collateral losses to range from 4.90% to 5.40%. Avelo Mortgage L.L.C. will service all of the mortgage loans in the transaction. Wells Fargo Bank N.A. will act as master servicer. Moody's assigned Wells Fargo its top servicer quality rating of SQ1 as a master servicer of residential mortgage loans. The complete rating actions are: GSAMP Trust 2007-HSBC1 Mortgage Pass-Through Certificates, Series 2007-HSBC1 -- Class A, Assigned Aaa -- Class M-1, Assigned Aa3 -- Class M-2, Assigned A1 -- Class M-3, Assigned A2 -- Class M-4, Assigned A3 -- Class M-5, Assigned Baa1 -- Class M-6, Assigned Baa2 -- Class M-7, Assigned Baa3 -- Class M-8, Assigned Ba1 -- Class M-9, Assigned Ba2 GSV INC: Brooks Station Extends Forbearance to March 1, 2008 ------------------------------------------------------------ GSV Inc. and Brooks Station Holdings Inc. entered into an agreement, dated as of Aug. 31, 2007, pursuant to which Brooks Station agreed to extend the maturity of a promissory note issued by GSV on July 21, 2003 from Sept. 1, 2007, to March 1, 2008, and to waive any claim against GSV or its assets arising from GSV's failure to repay the note on the original maturity date. The note had an original principal amount of $200,000 and accrued interest of $45,333.33 through Aug. 31, 2007. It bears interest at a rate of 8% per annum and is secured by a lien on all of GSV's assets. With the execution of the agreement, GSV paid Brooks Station $20,000 of the accrued and unpaid interest on the note and $20,000 of the principal balance of the note, thus reducing the outstanding principal balance of the note to $180,000 and the accrued interest to $25,333.33. Based in Westport, Connecticut, GSV Inc. (OTC BB: GSVI) -- http://www.gsv.com/-- is an oil and gas exploration company. Through its subsidiary, Century Royalty LLC, the company holds interests in certain oil and gas properties in Texas and Louisiana. The company recently acquired ownership participation in a number of oil and gas prospects in Texas. Going Concern Doubt UHY LLP raised substantial doubt about GSV Inc.'s ability to continue as a going concern after auditing the company's financial statements as of Dec. 31, 2006. UHY reported that the company incurred recurring operating losses, and it has negligible working capital at Dec. 31, 2006. The auditing firm added that the company's expected future sources of revenue will be derived from its investments in oil and gas, however, the attainment of profitability from these investments is not assured. GXS WORLDWIDE: Moody's Lifts Proposed Second Lien Loans' Rating --------------------------------------------------------------- Moody's Investors Service raised the ratings for the proposed second lien loans of GXS Worldwide Inc. to B3 from Caa1 based on the effects of a change in the proposed refinancing of the company. Total debt remains the same following the change; however, the composition of the capital structure has been changed wherein the second lien term loan has been increased to $175 million from $131.5 million, the first lien term loan has been decreased from $378.5 million to $335 million, and the $50 million revolver and unrated $55 million holding company PIK note amounts remain unchanged. Although the structural change does not impact the corporate family rating, the impact on the individual tranches based on Moody's Loss Given Default methodology includes an increase of the second lien rating to B3 from Caa1 as well as new LGD assessments for all the debt instruments. The increase in the second lien rating is driven primarily by the reduced amount of debt senior to it. This rating has been changed: -- $175 million senior secured second lien term loan due 2013 to B3, LGD5 (76%) from Caa1, LGD5 (79%) These ratings are unchanged (except for LGD assessments): -- Corporate family rating, B2 -- Probability of Default, B2 -- $50 million senior secured revolving credit facility due 2012, Ba3, LGD2 (27%) from Ba3, LGD3 (31%) -- $335 million senior secured first lien term loan due 2012, Ba3, LGD2 (27%) from Ba3, LGD3 (31%) The ratings outlook is stable. GXS is refinancing its capital structure as discussed in our July 13, 2007 press release. The changes will modestly increase the interest cost to the company but not enough to have an impact on the corporate family rating. Headquartered in Gaithersburg, Maryland, GXS Worldwide Inc. provides supply chain management network services and software. Revenues were $386 million in 2006. HEALTHSPRING INC: Moody's Places Senior Debt Rating at Ba3 ---------------------------------------------------------- Moody's Investors Service assigned a Ba3 senior debt rating to HealthSpring, Inc.'s proposed senior secured credit facility consisting of a $300 million term loan and a $100 million revolving credit facility. Proceeds from the term loan will be used to finance the acquisition of Leon Medical Centers Health Plans Inc. In conjunction with this rating, Moody's also assigned a corporate family rating of Ba3 to HealthSpring and Ba1 insurance financial strength ratings to HealthSpring's regulated operating subsidiaries: HealthSpring of Tennessee, Inc., Texas HealthSpring, LLC, and HealthSpring of Alabama, Inc. The outlook on the ratings is stable. The rating agency said that the company's ratings are driven by its concentration in the Medicare market, small membership base, limited geographic area and comparatively low consolidated NAIC risk-based capital level, offset by a relatively stable earnings profile and moderate financial leverage. Moody's stated that with the issuance of the debt, the adjusted financial leverage (debt to capital, where debt includes operating leases) is initially expected to be slightly above 30%. The company has not operated with significant amounts of debt in the recent past and it intends to repay the debt as quickly as possible. While the company is sufficiently capitalized to meet all state requirements, the consolidated risk-based capital ratio was about 100% of company action level at the end of 2006; however, the company expects to maintain an RBC of 125% CAL going forward. Moody's stated that HealthSpring has a leading market position in the Tennessee, Texas, and Alabama service areas, and has a relatively small, but growing, presence in Illinois and Mississippi. However, overall Medicare Advantage membership (excluding Part D) was only about 125,200 as of June 30, 2007. The rating agency stated that this small membership base exposes the company to earnings volatility and notes that in the first half of 2007, the company experienced an unexpected spike in its medical loss ratio in several localities. The acquisition of Leon Health Plans will add about 25,000 Medicare Advantage members and provide an entree into the Medicare-rich Florida market. Moody's notes that the success of Leon Health Plans has been highly dependent on the operation of Leon Medical Centers, which operates in a limited geographical area. While HealthSpring has obtained a long term exclusive provider contract with Leon Medical Centers, any impairment to this contract will seriously jeopardize the future earnings potential of Leon Health Plans. In addition, according to the rating agency, there are unique risks associated with the Medicare managed care business. The most serious and current concern is the future level of reimbursements to managed care companies like HealthSpring as political pressure and budgetary concerns at the federal government place pressure on Medicare funding. Moody's notes, however, that HealthSpring does not offer private fee for service Medicare Advantage plans, which in Moody's opinion, are the most likely target for reimbursement reductions. Offsetting these risks, according to the rating agency, is HealthSpring's track record of managing medical costs - with medical loss ratios historically below 80% - strong non-regulated cashflow generation, a shared risk and pay for quality provider contracting model and an experienced management team. While HealthSpring has been successful in growing membership organically, Moody's expects that the company will continue to be more active in acquisitions as opportunities arise in the future. Moody's commented that acquisitions and expansions are considered to raise the level of operational risk in connection with diverting management's focus and integration issues. The rating agency stated that the ratings could move up if NAIC RBC rises above 150% of company action level, debt to EBITDA is lowered to below 1x, and EBIT interest coverage is at least 7x. Moody's also indicated that the ratings could be raised if there is significant product and geographic diversification. However, if there is a loss or impairment of one or more of HealthSpring's Medicare contracts, if RBC falls below 100% CAL, if the Medicare MLR is 85% or greater over a twelve month period, or if HealthSpring loses its exclusive provider contract with Leon Medical Centers, the ratings could be lowered. These ratings were assigned with a stable outlook: HealthSpring, Inc. -- senior secured debt rating of Ba3; corporate family rating of Ba3; HealthSpring of Tennessee, Inc. -- insurance financial strength rating of Ba1; Texas HealthSpring, LLC -- insurance financial strength rating of Ba1; HealthSpring of Alabama, Inc. -- insurance financial strength rating of Ba1; HealthSpring Inc. is headquartered in Nashville, Tennessee. For calendar year 2006, total revenue was $1.3 billion with medical membership (excluding Part D) of about 147,100. As of Dec. 31, 2006 the company reported shareholders' equity of $575 million. Moody's health insurance financial strength ratings are opinions about the ability of life and health insurance companies to punctually repay senior policyholder claims and obligations. HOLOGIC INC: Moody's Places Corporate Family Rating at Ba3 ---------------------------------------------------------- Moody's Investors Service assigned a Ba3 Corporate Family Rating to Hologic Inc. Moody's also assigned a Ba3 rating to Hologic's proposed credit facilities and a Speculative Grade Liquidity Rating of SGL-2. The SGL-2 reflects our expectation for good liquidity over the next twelve months. The outlook for the ratings is stable. This is the first time Moody's has assigned ratings to Hologic. The Ba3 Corporate Family Rating is supported by the considerable size and scale of the combined company and the improvement in Hologic's revenue diversification as a result of the combination with Cytyc. The rating reflects the two companies' strong competitive positions in their respective core markets, high profitability margins and demonstrated history of good cash flow generation. Further, Moody's believes that over the long-term the merger with Cytyc provides Hologic with an improved sales platform and administrative infrastructure to enable the company to continue to grow revenues at a significant pace. However, the ratings are constrained by the significant increase in financial leverage and operating risk as a result of the merger, as well as the ensuing deterioration of cash flow coverage of debt metrics. While the company is expected to generate solid free cash flow, which could be used to repay debt, the ratings reflect the lack of a meaningful deleveraging track record, as neither company has ever operated with a significant amount of debt. The ratings also take into consideration the risk of disruption to the businesses resulting from the integration of two companies of such considerable size. All ratings are subject to review of final documentation. Ratings assigned: Hologic Inc.: -- $200 million senior secured revolving credit facility due 2012; Ba3, LGD3, 49% -- $250 million senior secured tranche A term loan due 2012; Ba3, LGD3, 49% -- $850 million senior secured tranche B term loan due 2013; Ba3, LGD3, 49% -- $1,250 million senior secured term loan due 2008; Ba3, LGD3, 49% -- Corporate Family Rating; Ba3 -- Probability of Default Rating; Ba3 -- Speculative Grade Liquidity Rating; SGL-2 The outlook for the ratings is stable. Hologic is a leading developer, manufacturer and supplier of diagnostic and medical imaging systems primarily dedicated to serving the healthcare needs of women. The company is focused on mammography and breast care technologies as well as on osteoporosis assessment. Hologic's customers include hospitals, imaging clinics and private practices. The company reported revenues of $690 million for the twelve months ended June 30, 2007. Cytyc is a medical device company that develops, manufactures and markets diagnostic and surgical products. The company's products cover a range of cancer and women's health applications including cervical cancer screening, treatment of excessive menstrual bleeding and radiation treatment of early-stage breast cancer. The company reported revenues of $675 million for the twelve months ended June 30, 2007. INDEPENDENCE VALLEY: Case Summary & Largest Unsecured Creditor -------------------------------------------------------------- Debtor: Independence Valley Ranch, LLC P.O. Box 463 Wells, NV 89835 Bankruptcy Case No.: 07-51215 Chapter 11 Petition Date: September 12, 2007 Court: District of Nevada (Reno) Debtor's Counsel: Alan R. Smith, Esq. 505 Ridge Street Reno, NV 89501 Tel: (775) 786-4579 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's List of its Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Elko County Treasurer Real Property Taxes $6,750 571 Idaho Street Room 101 Elko, NV 89801 INDYMAC RMBS: Fitch Junks Rating on Class B-4 Mortgage Loans ------------------------------------------------------------ Fitch Ratings has taken rating actions on these IndyMac RMBS issue: IndyMac MBS RAST 2006-A10 -- Class A affirmed at 'AAA'; -- Class B-1 downgraded to 'AA-' from 'AA'; -- Class B-2 downgraded to 'BBB' from 'A'; -- Class B-3 downgraded to 'B' from 'BBB'; -- Class B-4 downgraded to 'C/DR5' from 'BB'. The mortgage loans consist of conventional fixed-rate loans and are secured by first liens on one- to four-family residential mortgages. As of the July 2007 distribution date, the transaction is 24 months seasoned and the pool factor (current mortgage loan principal outstanding as a percentage of the initial pool) is approximately 80%. The affirmations reflect a satisfactory relationship between credit enhancement and future loss expectations and affect approximately $187.5 million of outstanding certificates. The downgrades reflect deterioration in the relationship between CE and future loss expectations and affect approximately $11.3 million in outstanding certificates. Approximately 7.74% of the pool for series 2006-A10 is more than 60 days delinquent. This includes foreclosures and real estate owned (REO) of 3.30% and 0.71%, respectively. The B-4 bond currently has $2.2 million (1.1%) of CE. INTERPOOL INC: Completed Deal Prompts Fitch to Withdraw Ratings --------------------------------------------------------------- Fitch Ratings has withdrawn Interpool Inc's 'BB+' Issuer Default Rating and all related ratings following the completion of the company's acquisition by affiliates of Fortress Investment Group LLC on July 19, 2007. As part of the acquisition, all outstanding debt has been repaid. The company was on Rating Watch Negative; however, since there are limited details and financial information available regarding Fortress' post-acquisition plans for IPX, Fitch is withdrawing the ratings listed below and will no longer provide rating coverage of IPX and its related subsidiaries. These ratings have been withdrawn: Interpool Inc. -- Long-term Issuer Default Rating 'BB+'; -- Senior unsecured debt 'BB+'; -- Senior secured credit facility 'BBB-'. Interpool Containers Limited -- Long-term Issuer Default Rating 'BB+'. Interpool Capital Trust -- Preferred stock 'BB-'. INTERSTATE BAKERIES: Snubs Teamsters' Effort on Calif. Operations ----------------------------------------------------------------- Interstate Bakeries Corporation has refused to consider putting the closing of Southern California bread operations on hold pending further discussions, International Brotherhood of Teamsters negotiators stated. It has also refused to guarantee that if workers agree to concessions, the company will not close the rest of the operations anyway. It has even refused to promise that work performed by Teamsters will continue to be performed by Teamsters. Further, IBC continues to demand that Teamster workers contribute more than $320 million over five years, a disproportionate share. "Make no mistake, we are prepared to be creative and to consider all options that would help IBC once again be an industry leader, either as a stand-alone company or sold to a willing partner," Richard Volpe, Bakery Conference Director, said. The Teamsters Union has encouraged several investors to come to the table only to be told that the company is requiring those potential investors to sign an agreement that prohibits them from talking with the Union. "We call on the company, and the other constituents in the bankruptcy process, to work with us to formulate a plan that brings IBC out of bankruptcy," Mr. Volpe added. "We are prepared to look at ways to save additional costs. However, we must be viewed as a party that has a significant investment in the process. Further, we call on the company to cease excluding viable investment partners, restricting alternatives that will only drive down the value of the company." Teamsters negotiators have broken off talks with Interstate Bakeries due to the company's intransigent positions and refusal to discuss alternate options available to the company as it struggles to emerge from bankruptcy proceedings. The Teamsters represent more than 10,000 men and women at IBC who are covered by nearly 300 separate collective bargaining agreements. "The Teamsters entered negotiations this week with an open mind," Mr. Volpe said. "We fully understand the company's financial and competitive position. In fact, our members have negotiated and agreed to sacrifices that resulted in more than $16 million in annual savings to the company. Not only does the company refuse to recognize those contributions, the company continues to exclude viable investment partners that could result in its emergence from bankruptcy." Prior to entering the current round of negotiations, IBC disclosed the closing of its southern California operations that would put 1,300 union members out of work, including 800 Teamsters. Despite never indicating to the Teamsters or BCTGM of its intention to close the bulk of its southern California operations, IBC management is now demanding that workers agree to significant concessions or face additional closings. This approach will only result in the further devaluation of the company during this tenuous period. "We refuse to negotiate with a gun to our heads," Jim Hoffa, International Brotherhood of Teamsters General President, said. "Our members will take the necessary actions to show the company that they are prepared to stand and fight for their livelihoods." About Interstate Bakeries Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh-baked bread and sweet goods, under various national brand names, including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R). Currently, IBC employs more than 25,000 people and operates 45 bakeries, as well as approximately 800 distribution centers and approximately 800 bakery outlets throughout the country. The company and seven of its debtor-affiliates filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6% senior subordinated convertible notes due Aug. 15, 2014) in total debts. The Debtors' exclusive period to file a chapter 11 plan expires on Oct. 5, 2007. INTERSTATE BAKERIES: Reports on Progress in BCTGM Talks ------------------------------------------------------- Interstate Bakeries Corp. issued a statement regarding negotiations with the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union. IBC has had three days of long and productive discussions with representatives of BCTGM. IBC is encouraged to report that it has made progress finding solutions to the challenges facing IBC, including Path-to-Market and cost structure issues. "Our company values its relationship with the BCTGM and its members and is committed to reaching an agreement that will enable us to survive and preserve the jobs of our employees," Dave Loeser, Acting Executive Vice President of Human Resources, said. "We look forward to continuing the discussions after the observance of the religious holiday." As IBC works to resolve the outstanding issues with the BCTGM, the company is taking additional steps to better position it for the future. IBC also disclosed a plan to realign its organization in a new cross-functional, matrix structure that will focus more clearly on customers and improving quality, enhancing service-to-sales, and lowering costs. IBC believes this plan, and its continued relationship with the BCTGM and its talented members, will assist it in its efforts to help IBC achieve a brighter future. About Interstate Bakeries Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh-baked bread and sweet goods, under various national brand names, including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R). Currently, IBC employs more than 25,000 people and operates 45 bakeries, as well as approximately 800 distribution centers and approximately 800 bakery outlets throughout the country. The company and seven of its debtor-affiliates filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6% senior subordinated convertible notes due Aug. 15, 2014) in total debts. The Debtors' exclusive period to file a chapter 11 plan expires on Oct. 5, 2007. ION MEDIA: June 30 Balance Sheet Upside-Down by $1.88 Billion ------------------------------------------------------------- Ion Media Networks Inc. reported total assets of $1.17 billion, total liabilities of $2.40 billion, mandatorily redeemable and convertible preferred stock of $651.5 million, and contingent Class B common stock and stock option purchase obligations of $5.4 million at June 30, 2007, resulting in a $1.88 billion total stockholders' deficit. The company incurred a net loss of $50.1 million in the three months ended June 30, 2007, an increase from the $43.8 million net loss reported in the same period last year, mainly due to an impairment charge of approximately $1.5 million associated with the sale of one of the company's low power television stations and increased other expense, net. Net revenues rose 3% to $55.5 million from $53.9 million, mainly due to higher rates realized for direct response advertisements, partially offset by lower revenues generated from infomercials. Interest expense increased to $30.7 million from $28.8 million, due to interest accrued on the $100 million of new debt issued during 2007. Dividends on mandatorily redeemable preferred stock increased to $23.0 million from $19.6 million due to the issuance of Series F Non-Convertible Preferred Stock issued in May of 2007 and, to a lesser extent, a higher average number of outstanding shares of the company's 14 1/4% Junior Exchangeable preferred stock in 2007. The company also recorded a loss in the equity of unconsolidated investments of approximately $1.0 million in the three months ended June 30, 2007, with no comparable amount for the prior year. Recapitalization Transactions On May 3, 2007, the company entered into a Master Transaction Agreement with NBC Universal Inc. and certain of its affiliates and CIG Media LLC providing for a recapitalization of the company. The primary components of the Master Transaction Agreement include: -- NBCU's assignment of its rights under the Call Agreement, dated Nov. 7, 2005, including the right to purchase the shares of the company's common stock held by Lowell W. Paxson, the company's former chairman and chief executive officer, and his affiliates, with such shares representing a majority of the total voting power of the company's outstanding common stock; -- CIG's exercise of the Call Right; -- CIG's conducting of a cash tender offer to purchase any and all shares of the company's Class A Common Stock, which closed on June 15, 2007; -- CIG's investment of an additional $100 million in the company through the purchase, for cash, of newly issued convertible subordinated debt; -- The company conducting of an exchange offer and consent solicitation to holders of the 14-1/4% Preferred Stock and the 9-3/4% Preferred Stock to exchange their preferred stock for newly issued convertible subordinated debt and preferred stock; and -- The company entering into a new stockholders' agreement with CIG and NBCU which, upon becoming effective, provides that as long as either NBCU (together with its affiliates) or CIG (together with its affiliates) holds at least 25% of the voting power of the company, each such stockholder is entitled to approve certain actions involving the company. Liquidity and Capital Resources On May 4, 2007, the company received $100 million in cash proceeds through the issuance of $100.0 million of 11% Series B Mandatorily Convertible Senior Subordinated Notes due 2013 to CIG. In accordance with the terms of the Master Transaction Agreement, CIG has agreed to purchase from the company an additional $15.0 million of Series B Notes for an equal amount of cash in connection with professional fees and other expenses the company incurred as a result of its entering into the Master Transaction Agreement. As a result of the issuance of the Series B Notes, including the additional $15 million of Series B Notes to be issued to CIG and the additional convertible subordinated debt issued in the Exchange Offer and related transactions, the company will have issued an aggregate of $616.5 million of additional subordinated indebtedness. Cash used in operating activities was $4.8 million for the first six months of 2007, as compared to cash provided by operating activities of $2.1 million for the first six months of 2006. The decrease is mainly due to $19.1 million of higher cash interest payments in 2007, partially offset by advance payments received from certain program content providers and lower restructuring and other contractual payments in 2007. Cash used in operating activities in 2007 also includes $3.7 million of expenses related to the recapitalization transactions. Cash used in investing activities was $2.7 million in the first six months of 2007, as compared to $10.8 million in the first six months of 2006. Capital expenditures, which consist primarily of the costs of converting the company's stations to digital broadcasting as required by the FCC and purchases of broadcast equipment for its television stations, were $2.7 million and $9.1 million for the six months ended June 30, 2007 and 2006, respectively. Cash provided by financing activities was approximately $93.4 million in the first six months of 2007 due to the proceeds from the issuance of the Series B Notes to CIG, net of expenses related to the recapitalization transactions of approximately $6.6 million. Cash used in financing activities for the six months ended June 30, 2006 was approximately $1.5 million, and is comprised primarily of loan origination costs in connection with the Dec. 30, 2005, refinancing transaction. Full-text copies of the company's consolidated financial statements for the quarter ended June 30, 2007, are available for free at http://researcharchives.com/t/s?2341 About Ion Media Headquartered in West Palm Beach, Florida, ION Media Networks Inc. (AMEX: ION) -- http://www.ionmedia.tv/-- owns and operates a broadcast television station group and ION Television, reaching over 90 million U.S. television households via its nationwide broadcast television, cable and satellite distribution systems. ION Television currently features popular television series and movies from the award-winning libraries of Warner Bros., Sony Pictures Television, CBS Television and NBC Universal. In addition, the network has partnered with RHI Entertainment, which owns over 4,000 hours of acclaimed television content, to provide high-quality primetime programming beginning July 2007. ION Media Networks has launched several new digital TV brands, including qubo, a television and multimedia network for children formed in partnership with Scholastic, Corus Entertainment, Classic Media and NBC Universal, as well as ION Life, a television and multimedia network dedicated to health and wellness for consumers and families. * * * As reported in the Troubled Company Reporter on Aug 28, 2007, Standard & Poor's Ratings Services affirmed its ratings on ION Media Networks Inc., including the 'CCC+' corporate credit rating, and removed them from CreditWatch, after the company completed a comprehensive recapitalization. S&P originally placed the ratings on CreditWatch with developing implications on May 7, 2007, based on the TV network's announcement that it had entered into an agreement with Citadel Investment Group LLC and NBC Universal Inc. for a comprehensive recapitalization of the company. IWT TESORO: Wants to Employ Rattet Pasternak as Counsel ------------------------------------------------------- I.W.T. Tesoro Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for permission to hire Rattet, Pasternak & Gordon-Oliver, L.L.P. as their counsel. Rattet Pasternak will: a. advice the Debtors with respect to their powers and duties as debtors-in-possession and the continued management of their property and affairs; b. negotiate with creditors of the Debtors and work out a plan of reorganization and take the necessary legal steps in order to effectuate a plan including negotiations with the creditors and other parties in interest; c. prepare the necessary answers, orders, reports and other legal papers required of a Debtor who seeks protection under Chapter 11; d. appear before the Court to protect the interest of the Debtors and to represent the Debtors in all matters pending before the Court; e. attend meetings and negotiate with representatives of creditors and other parties in interest; f. advise the Debtors in connection with any potential refinancing of secured debt and any potential sale of the business; g. represent the Debtors in connection with obtaining post- petition financing; h. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; i. perform all other legal services for the Debtors which may be necessary for the preservation of the Debtors' estate and to promote the best interests of the Debtors, their creditors and its estate. The Debtors will pay Rattet Pasternak on an hourly basis according to these rates: Designation Hourly Rate ----------- ----------- Partners $415 - $550 Counsel $140 Associates $250 - $385 Paraprofessionals $120 To the best of the Debtors' knowledge, the firm is a disinterested person and does not hold or represent any interest adverse to the Debtors' estates. The firm can be reached at: Rattet, Pasternak & Gordon-Oliver, L.L.P. 550 Mamaroneck Avenue Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, -- http://www.iwttesoro.com/-- is headquartered in New York City. The company and its subsidiaries are wholesale distributors of building materials, specifically hard floor and wall coverings. Their products consist of ceramic, porcelain and natural stone floor, wall and decorative tile. They import a majority of these products from suppliers and manufacturers in Europe, South America, and the Near and Far East. Their markets include the United States and Canada. They also offer private label programs for branded retail sales customers, buying groups, large homebuilders and home center store chains. The Debtor and its debtor-affiliates, International Wholesale Tile, Inc. and American Gres, Inc., filed for Chapter 11 bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case No. 07-12841). As of June 30, 2007, the Debtors had total assets of $39,798,579 and total debts of $47,940,983. IWT TESORO: Taps Donlin Recano as Claims & Noticing Agent --------------------------------------------------------- I.W.T. Tesoro Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for permission to employ Donlin, Recano & Company, Inc. as their claims, notice, and balloting agent. The Debtors relate to the Court that they have over a thousand creditors and other potential parties-in-interest. The Debtors believe that the Clerk's Office is not equipped to distribute notices, process all of the proofs of claim filed, and assist in the balloting process for the Debtors' large case, thus the need to hire Donlin Recano. Specifically, Donlin Recano will: a. notify all potential creditors of the filing of the Debtors' bankruptcy petitions and of the setting of the first meeting of creditors, pursuant to Bankruptcy Code Section 341(a); b. maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs listing the Debtors' known creditors and the amounts the Debtors owe; c. notify all potential creditors of the existence and amount of their respective claims, as evidenced by the Debtors' books and records and as set forth in their schedules; d. furnish a notice of the last day for the filing of proofs of claim and a form for the filing of a proof of claim, after the notice and the form are approved by the Court; e. file with the Clerk an affidavit or certificate of service which includes a copy of the notice, a list of persons to whom it was mailed (in alphabetical order), and the date the notice was mailed, within 10 days of service; f. docket all claims received, maintain the official cliams registers for each of the Debtors on behalf of the Clerk, and provide the Clerk with certified duplicate unofficial claims registers on a monthly basis, unless otherwise directed; g. specify, in the applicable claims register, these information for each claim docketed: i. the claim number assigned; ii. the date received; iii. the name and address of the claimant and agent, if applicable, who filed the claim; iv. the filed amount of the claim, if liquidated; and v. the classification of the claim according to the proof of claim; h. relocate, by messenger, all of the actual proofs of claim filed to Donlin Recano, not less than weekly; i. record all transfers of claims and provide any notices of the transfers required by Bankruptcy Rule 3001; j. make changes in the claims register pursuant to Court Order; k. upon completion of the docketing process for all claims received to date by the Clerk's Office, turn over to the Clerk copies of the claims registers for the Clerk's review; l. maintain the claims register for public examination without charge during regular business hours; m. maintain the official mailing list for each Debtor of all entities that have filed a proof of claim, which list will be available upon request by a party-in-interest or the Clerk; n. assist with, among other things, solicitation, calculation, and tabulation of votes and distribution, as required in furtherance of confirmation of the plan; o. provide and maintain a Web site where parties can view claims filed, status of claims, and pleadings or other documents filed with the Court by the Debtors; p. in 30 days prior to the close of the cases, an order dismissing Donlin Recano would be submitted terminating its services upon completion of its duties and responsibilities and upon the closing of the case; and q. at the close of the case, box and transport all original documents in proper format, as provided by the Clerk's office, to the Federal Records Center. In addition, the Debtors may utilize other services of Donlin Recano like disbursing and related administrative services upon request. Donlin Recano's schedule of services charges are: Type of Service Hourly Rate --------------- ----------- Date Input Clerical $35 Admin. Proj. Specialist $65 Consulting Bankruptcy Consultant $130 - $195 IT Programming Consultant $115 - $135 Attorneys/Sr. Consultant $200 - $250 The Debtors tell the court that they have agreed to pay Donlin Recano a total retainer of $5,000, which was paid in full prior to the filing of the case. The Debtors requested the Court that the fees and expenses of Donlin Recano for its services be treated as an administrative expense of the Debtors Chapter 11 estates and be paid by the Debtors in the ordinary course of business, without the need to file any fee applications or seek Court approval. The Debtors assure the Court that Donlin Recano neither holds nor represents any interest adverse to the Debtors' respective estates. The firm can be reached at: Donlin Recano & Company, Inc. 419 Park Avenue South New York, NY 10016 Tel: (212) 481-1411 Fax: (212) 481-1416 http://www.donlinrecano.com/ I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, -- http://www.iwttesoro.com/-- is headquartered in New York City. The company and its subsidiaries distribute building materials, specifically hard floor and wall coverings. They are wholesalers and do not sell directly to any end user. Their products consist of ceramic, porcelain and natural stone floor, wall and decorative tile. They import a majority of these products from suppliers and manufacturers in Europe, South America, and the Near and Far East. Their markets include the United States and Canada. They also offer private label programs for branded retail sales customers, buying groups, large homebuilders and home center store chains. The Debtor and its debtor-affiliates, International Wholesale Tile, Inc. and American Gres, Inc., filed for Chapter 11 bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case No. 07-12841). Dawn K. Arnold, Esq. and Jonathan S. Pasternak, Esq. at Rattet, Pasternak & Gordon-Oliver, L.L.P. represent the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had total assets of $39,798,579 and total debts of $47,940,983. IWT TESORO: Wants Until October 21 to File Schedules & Statement ---------------------------------------------------------------- I.W.T. Tesoro Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for to extend their deadline to file their schedule of assets and liabilities and statement financial affairs through Oct. 21, 2007. The Debtors relate to the Court that due to the size of the of their creditor body, the Debtors anticipate they will not be able to complete their schedule of assets and liabilities within the statutory time frame of 15 days from the bankruptcy filing. The Debtors further relate to the Court that they are currently reviewing their books and records, which are needed to complete the schedules. About I.W.T. Tesoro I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, -- http://www.iwttesoro.com/-- is headquartered in New York City. The company and its subsidiaries distribute building materials, specifically hard floor and wall coverings. They are wholesalers and do not sell directly to any end user. Their products consist of ceramic, porcelain and natural stone floor, wall and decorative tile. They import a majority of these products from suppliers and manufacturers in Europe, South America, and the Near and Far East. Their markets include the United States and Canada. They also offer private label programs for branded retail sales customers, buying groups, large homebuilders and home center store chains. The Debtor and its debtor-affiliates, International Wholesale Tile, Inc. and American Gres, Inc., filed for Chapter 11 bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case No. 07-12841). Dawn K. Arnold, Esq. and Jonathan S. Pasternak, Esq. at Rattet, Pasternak & Gordon-Oliver, L.L.P. represent the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had total assets of $39,798,579 and total debts of $47,940,983. JP MORGAN: Fitch Affirms B- Rating on $4.8MM Class M Certs. ----------------------------------------------------------- Fitch Ratings upgrades two classes of JP Morgan Chase, series 2001-CIBC2 commercial mortgage pass-through certificates as: -- $28.9 million class E to 'AA+' from 'AA'; -- $12 million class F to 'AA' from 'AA-'. In addition, Fitch affirms these classes: -- $79.5 million class A2 at 'AAA'; -- $561.4 million class A3 at 'AAA'; -- Interest-only class X1 at 'AAA'; -- Interest-only class X2 at 'AAA'; -- $38.5 million class B at 'AAA'; -- $38.5 million class C at 'AAA'; -- $14.4 million class D at 'AAA'; -- $25.3 million class G at 'BBB+'; -- $7.2 million class H at 'BBB-'; -- $7.2 million class J at 'BB'; -- $12 million class K at 'B+'; -- $4.8 million class L at 'B'; -- $4.8 million class M at 'B-'. Fitch does not rate the $7 million class NR. Class A1 has paid in full. The upgrades reflect additional defeasance and paydown since Fitch's last rating action. As of the August 2007 distribution date, the pool's aggregate principal balance has been reduced by 12.5% to $841.5 million from $961.7 million at issuance. In addition, seven loans, 4.5% of the pool, have defeased since the last ratings action. In total, 40 loans, 32.8% of the pool, have defeased, including four of the 10 largest loans (14.7%). There is currently one specially serviced loan (0.2%) secured by two industrial/ warehouse properties in West Chicago, IL. The loan is 30+ days delinquent. In addition, 17 loans (11.4%) are considered Fitch Loans of Concern. These include the specially serviced loan, loans with DSCR's below 1 times, low occupancy or other performance issues. Fitch will continue to closely monitor these loans for any performance deterioration. Fitch reviewed the performance of Collin Creek Mall (8.2%), which maintains an investment grade credit assessment. The loan is secured by 332,055 square feet of in-line space within a regional shopping center located in Plano, Texas. Occupancy as of June 2007 was 93%, consistent with 91% at year-end 2006 and 92% at YE 2005. KRISPY KREME: Posts $27 Million Net Loss in 2007 Second Quarter --------------------------------------------------------------- Krispy Kreme Doughnuts Inc. reported net loss of $27 million for the 2008 second quarter ended July 29, 2007, compared to a net loss of $4.6 million in the comparable period last year. Impairment charges and lease termination costs totaled $22.1 million in the second quarter this year, compared to $382,000 in the second quarter of fiscal 2007. The current year charge includes about $10.6 million arising from the decision to divest the company's manufacturing and distribution facility in Illinois. Most of the remainder of the charge relates to underperforming stores, including stores closed and likely to be closed. During the second quarter of fiscal 2008, 19 new Krispy Kreme stores, comprised of 3 factory stores and 16 satellites, were opened systemwide, and 12 Krispy Kreme stores, comprised of 5 factory stores and 7 satellites, were closed systemwide. During the second quarter, the company prepaid $5 million of the balance outstanding under its term loan, bringing total prepayments for the six months ended July 29, 2007, to $14.3 million, including $4.3 million prepaid using the proceeds of certain asset sales and a $5 million prepayment in the first quarter of the fiscal year. Several franchisees were experiencing financial pressures which appear to have become exacerbated during the second quarter. Franchisees closed 13 stores in the first six months of fiscal 2008, and the company believes that the closure of a significant number of additional franchise stores is likely during the balance of the fiscal year. As of July 29, 2007, the maximum additional indebtedness permitted under the term loan financial covenants was about $8 million. Based on the company's current forecast of fiscal 2008 results, the company anticipates that an additional prepayment of about $5 million will be necessary in the third quarter of fiscal 2008, in order to continue to comply with the financial covenants. As of July 29, 2007, the company's consolidated balance sheet reflects cash of about $25 million, and indebtedness of $96 million. At July 29, 2007, the company had total assets of $255.9 million, total liabilities of $168.5 million, and total stockholders' equity of $87.4 million. Full-text copies of the company's financials are available for free at http://ResearchArchives.com/t/s?232b "After several quarters of progress on our turnaround, second quarter results did not meet our expectations," Daryl Brewster, the company's president and chief executive officer, said. "We are taking steps to transform the company and improve its performance." These steps include: i. closing or improving underperforming company shops; ii. planning to divest an underutilized manufacturing facility in the KK Supply Chain to lower costs, and evaluating strategic options related to other aspects of the supply chain; iii. realigning company Stores and Franchise management and reducing the cost of store support functions; iv. continuing international expansion; v. opening small retail stores through our domestic and international franchisees; vi. cooperating with franchisees who are restructuring their operations; vii. continuing to focus on reducing G&A costs; viii. continuing marketing efforts and driving product innovation; and ix. developing plans to refranchise certain geographic markets. The company is developing a strategy to refranchise certain geographic markets, consisting principally of markets outside the company's traditional base in the Southeast. The franchise rights and other assets in many of these markets were acquired by the company in business combinations in prior years. The company's strategy is to focus on the development of small retail stores, including hot shops, fresh shops and kiosks, in a limited number of geographic markets inside of the company's traditional base in the Southeast where the company believes it can achieve market scale. About Krispy Kreme Doughnuts Headquartered in Winston-Salem, North Carolina, Krispy Kreme Doughnuts Inc. (NYSE: KKD) -- http://www.krispykreme.com/-- retails doughnuts. There are about 411 Krispy Kreme stores including satellites operating system-wide in 41 U.S. states, Australia, Canada, Hong Kong, Indonesia, Japan, Kuwait, Mexico, the Philippines, the Republic of South Korea, the United Arab Emirates and the United Kingdom. * * * As reported in the Troubled Company Reporter on Aug. 6, 2007, Standard & Poor's Ratings Services placed Krispy Kreme Doughnuts Inc.'s corporate credit rating at 'B-', with a negative outlook. LB COMMERCIAL: Fitch Holds B- Rating on $17.3MM Class K Certs. -------------------------------------------------------------- Fitch Ratings affirms LB Commercial Mortgage Trust's commercial mortgage pass-through certificates, series 1998-C1 as: -- $262.3 million class A-3 at 'AAA'; -- Interest only class IO at 'AAA'; -- $86.4 million class B at 'AAA'; -- $86.4 million class C at 'AAA'; -- $90.7 million class D at 'AAA'; -- $34.6 million class E at 'AAA'; -- $51.8 million class F at 'AAA'; -- $34.6 million class G at 'AA'; -- $17.3 million class H at 'A'; -- $43.2 million class J at 'BB-'; -- $17.3 million class K at 'B-'. The $17.3 million class L remains at'C/DR6'. Fitch does not rate the $4.5 million class M certificates. Classes A-1 and A-2 have paid in full. While the transaction has had an additional 13.6% pay down and 9.4% defeasance since the last Fitch rating action, there are currently 13.6% Fitch loans of concern, including three specially serviced assets with projected losses. Additionally, 18.4% of the loans will mature during the remainder of 2007. As of the August 2007 distribution date, the collateral balance has been reduced 56.8% to $746.2 million from $1.73 billion at issuance. In total, 42 loans (34%) have defeased. Three assets (2.6%) are in special servicing. The largest specially serviced asset (2%) is a retail center in Kansas City, MO that is real estate owned. As of June 2007 occupancy was 50%, the special servicer is attempting to increase occupancy at the property before listing it for sale. The second largest specially serviced asset (0.5%) is an REO office property in Nashville, TN. The July 2007 occupancy was 51% and the property is currently listed for sale. The third specially serviced asset (0.1%) recently transferred due to not paying off the loan on the scheduled August 1 maturity date Fitch projected losses on the specially serviced assets are expected to deplete class M and significantly impact class L. LEXINGTON CAPITAL: Poor Collateral Cues Fitch to Lower Ratings -------------------------------------------------------------- Fitch downgrades seven classes and affirms two classes of notes issued by Lexington Capital Funding III, Ltd. These rating actions are effective immediately: -- $480,000,000 class A-1 notes affirmed at 'AAA'; -- $240,000,000 class A-2 notes affirmed at 'AAA'; -- $160,500,000 class A-3 notes downgraded to 'AA' from 'AAA'; -- $70,725,000 class B notes downgraded to 'A' from 'AA'; -- $50,200,000 class C notes downgraded to 'A-' from 'AA-'; -- $40,000,000 class D notes downgraded to 'BBB' from 'A'; -- $35,650,000 class E notes downgraded to 'BBB-' from 'A-'; -- $46,907,833 class F notes downgraded to 'BB' from 'BBB'; -- $11,763,720 class G notes downgraded to 'B+' from 'BBB-'. Lexington III is a hybrid collateralized debt obligation that closed Jan. 11, 2007, and is managed by Harding Advisory LLC. Lexington III has a revolving portfolio composed of residential mortgage-backed securities (92.1%), commercial mortgage-backed securities (0.6%) and CDOs (6.6%). Currently, 87.1% of the portfolio is invested in synthetic collateral and 12.9% in cash securities. Lexington III will exit its reinvestment period in April 2011. Included in this review, Fitch discussed the current state of the portfolio with the asset manager and their portfolio management strategy going forward. Fitch conducted cash flow modeling utilizing various default timing and interest rate scenarios to measure the breakeven default rates going forward relative to the cumulative default rates associated with the current ratings of the note liabilities. The downgrades to the class A-3, B, C, D, E, F and G notes are the result of collateral deterioration. Since closing, 26.9% of the portfolio has been downgraded by at least one of the rating agencies. As a result, all of the overcollateralization ratios have declined by an average of 2.4% below their effective date levels due to haircuts to below investment grade securities in the OC calculation. The reinvestment period will end early if the class G OC ratio falls below 100%; according to the most recent trustee report dated July 31, 2007 it is at 103.5%. The weighted average rating factor as of this report is 5.2 (BBB/BBB-), which passes its threshold of 6.06. However, this reported WARF does not take into account downgrades to 20.8% of the portfolio of assets since July 31 that impact the Fitch WARF calculation. The ratings of the class A-1, A-2, A-3, B, and C notes address the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The ratings of the class D, E, F, and G notes address the likelihood that investors will receive ultimate and compensating interest payments, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. This rating analysis also incorporated Fitch's revised methodology for rating structured finance CDOs. LIBERTY MEDIA: Sets Special Meeting of Stockholders on October 23 ----------------------------------------------------------------- Liberty Media Corp will hold a special meeting of stockholders on Oct. 23, 2007, at 9:00 a.m. local time at the Denver Marriott South at Park Meadows, 10345 Park Meadows Drive, Littleton, Colorado. The record date for the special meeting is 5:00 p.m., New York City time, on Sept. 6, 2007. Holders of record of Liberty Capital common stock and Liberty Interactive common stock as of the record date will be entitled to vote at the special meeting on a series of proposals related to the proposed reclassification of the Liberty Capital common stock into two new tracking stocks, one to retain the designation Liberty Capital common stock, and the other to be designated as Liberty Entertainment common stock. Liberty has filed a preliminary proxy statement/prospectus related to the proposals to be submitted for stockholder approval at the special meeting. Subject to the prior effectiveness of Liberty's registration statement, Liberty anticipates that it will commence mailing on Sept. 13, 2007, to holders of Liberty Capital common stock and Liberty Interactive common stock as of the record date a Notice of Internet Availability of Proxy Materials. The Notice will inform holders of the electronic availability of the proxy materials described above and will describe other important information concerning the proxy solicitation. About Liberty Media Headquartered in Englewood, Colorado, Liberty Media Corporation (NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns interests in a broad range of electronic retailing, media, communications and entertainment businesses. Those interests are attributed to two tracking stock groups: the Liberty Interactive group, which includes Liberty's interests in QVC, Provide Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty Capital group, which includes Liberty's interests in Starz Entertainment, News Corporation, and Time Warner. * * * Fitch Ratings assigned a BB long-term issuer default rating and a BB senior unsecured debt rating to Liberty Media Corporation on Dec. 22, 2006. The rating still holds to this date. LIBERTY MEDIA: Earns $1 Billion in Second Quarter Ended June 30 --------------------------------------------------------------- Liberty Media Corp. reported net income of $1.0 billion in the second quarter ended June 30, 2007, an increase from the $478.0 million net earnings reported in the same period last year, mainly due to increased revenues. In addition, the company recognized $107 million in earnings from discontinued operations in 2007 compared to a $4 million loss from discontinued operations in 2006. The 2007 earnings from discontinued operations include pre-tax gains $163.0 million from the disposition ofAscent Entertainment Group Inc. Consolidated revenue rose 8.3% to $2.19 billion from $2.02 billion, due primarily to a $63.0 million increase for QVC, $66.0 million generated by Starz Media, which the company acquired in August 2006, and $50.0 million generated by the Atlanta Braves, which was acquired in May 2007. These increases were partially offset by a $27.0 million decrease for TruePosition. Consolidated operating cash flow decreased $7.0 million or 1.7%, to $417.0 million as compared to the corresponding three month period. The decrease is due primarily to an $18.0 million decrease in operating cash flow for TruePosition due to the aforementioned reduction in revenue and a $16.0 million operating cash flow deficit for Starz Media partially offset by increases for QVC, Provide, Starz Entertainment and the Atlanta Braves. Operating cash flow, which is revenue less cost of sales, operating expenses and selling, general and administrative expenses (excluding stock-based compensation), is a non-GAAP measure used by the company to evaluate the company's businesses. The company recorded $18.0 million of stock compensation expense for the three months ended June 30, 2007, compared with $21.0 million for the comparable period in 2006. Consolidated operating income decreased $30.0 million to $227.0 million for the three months ended June 30, 2007, respectively, as compared to the corresponding prior year period. Consolidated interest expense decreased to $145.0 million for the three months ended June 30, 2007, compared to $160.0 million in 2006. However, interest expense attributable to the Interactive Group increased $8.0 million for the three-month period. Interest expense attributable to the Capital Group decreased $23.0 million million for the three months ended June 30, 2007. Dividend and interest income increased to $64.0 million from $39.0 million last year. Interest income for the Capital Group increased in 2007 due to higher invested cash balances. Interest and dividend income attributable to the Capital Group increased to $52.0 million for the three months ended June 30, 2007, compared to $29.0 million last year. Realized and unrealized losses on financial instruments increased to $251.0 million for the three months ended June 30, 2007, compared to gains of $362.0 million reported in the same period last year. Realized and unrealized losses on financial instruments attributable to the Capital Group amounted to $247.0 million for the three months ended June 30, 2007. Gains on dispositions of $629.0 million in 2007 include $582.0 million related to the Time Warner Exchange and $31.0 million related to the CBS Exchange. This compares with gains on dispositions of $303.0 million recorded in the three months ended June 30, 2006. For the three months ended June 30, 2007, the company recorded pre-tax earnings of $530.0 million and an income tax benefit of $372 million. At June 30, 2007, the company's consolidated balance sheet showed $47.57 billion in total assets, $25.65 billion in total liabilities, $892.0 million in minority interests in equity of subsidiaries, and $21.02 billion in total stockholders' equity. Full-text copies of the company's consolidated financials statements for the quarter ended June 30, 2007, are available for free at http://researcharchives.com/t/s?2345 About Liberty Media Headquartered in Englewood, Colorado, Liberty Media Corporation (NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns interests in a broad range of electronic retailing, media, communications and entertainment businesses. Those interests are attributed to two tracking stock groups: the Liberty Interactive group, which includes Liberty's interests in QVC, Provide Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty Capital group, which includes Liberty's interests in Starz Entertainment, News Corporation, and Time Warner. * * * Fitch Ratings assigned a BB long-term issuer default rating and a BB senior unsecured debt rating to Liberty Media Corporation on Dec. 22, 2006. The rating still holds to this date. LOUIS PEARLMAN: Court Okays Sale of Orlando, New Jersey Properties ------------------------------------------------------------------ The Hon. Arthur B. Briskman of the U.S. Bankruptcy Court for the Middle District of Florida gave Sonnet R. Kapila, the Chapter 11 Trustee overseeing the bankruptcy proceeding of Louis J. Pearlman, authority to sell the Debtor's New Jersey property. The property, a residential condominium unit located at 1515 Boardwalk Unit PH2 in Atlantic City, New Jersey, will be sold for $335,000. According to a report by the Associated Press, Judge Briskman also ordered the sale of the Debtor's Orlando property for $7.1 million. According to AP, citing court documents, Mr. Pearlman, 53, remains in jail after being indicted on three counts of bank fraud and single counts of mail and wire fraud. Mr. Pearlman was arrested in Indonesia sometime in June 2007, AP adds. AP relates that Florida investigators have alleged that Mr. Pearlman defrauded more than 1,000 investors of more than $315 million. Banks have also declared that they are collectively owed more than $120 million by Mr. Pearlman. About Louis Pearlman Louis Pearlman started Trans Continental Records which managed boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky Ones (LFO), Take 5, Natural and US5. Other artists on the Trans Continental's label included Aaron Carter, Jordan Knight, C Note, and Smilez & Southstar. On March 1, 2007, creditors Tatonka Capital Corporation, First National Bank & Trust Co. of Williston, and American Bank of St. Paul, and Integra Bank filed an involuntary chapter 11 petition against Mr. Pearlman and his company, Trans Continental Airlines, Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762). The creditors disclosed an aggregate of more than $40 million in claims. Tatonka Capital is represented by Derek F. Meek, Esq., and Robert B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II, Esq., Zimmerman Kiser & Sutcliffe PA. First national Bank is represented by Raymond V. Miller, Esq., at Gunster Yoakley & Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC. American Bank of St. Paul is represented by William P. Wassweiler, Esq., at Rider Bennett LLP. Integra bank is represented by Lawrence E. Rifken, Esq., at McGuire Woods LLP. Soneet R. Kapila, the chapter 11 trustee appointed to oversee Mr. Pearlman's estate, is represented by Denise D. Dell-Powell, Esq., and Jill E. Kelso, Esq., at Akerman Senterfitt, and Gregory M. Garno, Esq., and Paul J. Battista, Esq., at Genovese Joblove & Battista PA. The Official Committee of Unsecured Creditors of Trans Continental is represented by Robert J. Feinstein, at Pachulski Stang Ziehl & Jones LLP. MELVIN HARTER: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Melvin Harter Ministries, Inc. dba Miracle Valley Bible College dba Miracle Valley Assisted Living Home dba Miracle Valley Mobile Home & RV Park dba Miracle Valley Childcare Center dba Miracle Valley Church of God 9210 East Miracle Valley Loop Hereford, AZ 85615 Bankruptcy Case No.: 07-01751 Type of Business: The Debtor is a religious organization that operates a bible college, childcare center, and senior care facility. See http://www.miraclevalley.net/, http://www.melvinharter.com/, http://www.miraclevalleybiblecoll.org/,and http://www.miraclevalleyassistedliving.org/ Chapter 11 Petition Date: September 11, 2007 Court: District of Arizona (Tucson) Judge: Eileen W. Hollowell Debtor's Counsel: Dennis J. Wortman, Esq. Dennis J. Wortman, P.C. 202 East Earll Drive, Suite 490 Phoenix, AZ 85012 Tel: (602) 257-0101 Fax: (602) 776-4544 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. METABOLIFE INTERNATIONAL: Judge Hargrove to Confirm Plan -------------------------------------------------------- The Hon. John J. Hargrove of the U.S. Bankruptcy Court for the Southern District of California expects to confirm the Amended Joint Plan of Liquidation Metabolife International Inc., nka MII Liquidation Inc., and Alpine Health Products LLC, nka AHP Liquidation LLC. Court records show that Judge Hargrove will confirm the plan as soon as an order is submitted. Overview of the Plan As reported in the Troubled Company Reporter on Aug. 24, 2007, under the Amended Joint Liquidating Plan, as filed by the Debtors, the Official Committee of Unsecured Creditors, the Official Committee of Indemnity Creditors, and shareholders Michael Ellis, William R. Bradley, and Michael Blevins, the Debtors will cease their operations and pay their creditors from: * cash on hand; * insurance proceeds; * third-party settlement payments; * cash proceeds from the liquidation or sale of the remaining assets held by the Debtors; and * proceeds, if any, received in connection with the prosecution of Reserved Claims for Relief. The Plan Proponents discloses that the Plan is being funded in large part through $45,850,858 in settlement payments made by certain of the Debtors' Liability Insurers, Shareholders, Idemnitees, Indemnitee Insurers, and D&P Insurers under a Settlement Agreement. Terms of the Plan Under the Plan, Administrative Expense Claims, Priority Tax Claims, Secured Claims and Priority Non-Tax Claims, are unimpaired and will be paid in full. Fully Insured Claims are also unimpaired and will be satisfied from proceeds of the Fully Insured Liability Insurance Policies. Convenience Claims will receive 50% of their claims. Mediated Ephedra Claims will be determined by procedures set forth in the MII Mediation Trust Agreement and CRF. Holders will receive 100% of the "compromised" claim amount determined solely from the assets of the MII Mediation Trust. Under the Settlement Agreement, holders of Mediated Ephedra Claims agree to releases and injunctions precluding pursuit o any claim against the Debtors. General Unsecured Creditors, on the effective date, will receive: * a share of the beneficial interest in the MII GUC Trust, and * periodic pro rata share payments from available cash. General Unsecured Creditors are estimated to receive between 5% to 100% of their claims. Holders of Subordinated Claims will receive a pro rata share of available cash after all general unsecured creditors are paid in full. Holders of Waived Claims and Equity Interests will receive no distribution under the Plan. About Metabolife Headquartered in San Diego, California, Metabolife International Inc. -- http://www.metabolife.com/-- sells dietary supplements and management products in grocery, drug and mass retail locations nationwide. The Company and its subsidiary, Alpine Health Products, LLC, filed for chapter 11 protection on June 30, 2005 (Jointly Administrated Under Bankr. S.D. Calif. Case No. 05-06040). David L. Osias, Esq., and Deb Riley, Esq., at Allen Matkins Leck Gamble & Mallory LLP, represent the Debtors in their chapter 11 cases. David J. Molton, Esq., and Steve B. Smith, Esq., at Brown Rudnick Berlack Israels LLP, represent the Official Committee of Unsecured Creditors. Laura S. Taylor, Esq., at Sheppard Mullin Richter & Hampton LLP, represents the Official Committee of Indemnity Creditors. Victor A Vilaplana, Esq., at Foley & Larder LLP, represent shareholders Michael Ellis, William R. Bradley, and Michael Blevins. When the Debtors filed for protection from their creditors, they listed $23,983,112 in total assets and $12,214,304 in total debts. MORGAN STANLEY: Fitch Holds Low-B Ratings on Five Cert. Classes --------------------------------------------------------------- Fitch Ratings upgrades Morgan Stanley Dean Witter Capital I Trust's commercial mortgage pass-through certificates, series 2000-LIFE2, as: -- $24.9 million class C to 'AAA' from 'AA+'; -- $6.9 million class D to 'AA+' from 'AA'; -- $18.8 million class E to 'A+' from 'A'; -- $7.7 million class F to 'A-' from 'BBB+'; -- $3.1 million class G to 'BBB+' from 'BBB'. In addition, Fitch has affirmed these classes: -- $435.3 million class A-2 at 'AAA'; -- Interest-only class X at 'AAA'; -- $23 million class B at 'AAA'; -- $9.6 million class H at 'BBB-'; -- $9.2 million class J at 'BB+'; -- $3.1 million class K at 'BB'; -- $4 million class L at 'B+'; -- $6.7 million class M at 'B'; -- $2.9 million class N at 'B-'; -- $1 million class O at 'CCC'. Fitch does not rate the $5.6 million class P certificates. The class A-1 certificate has been paid in full. The rating upgrades are due to the transaction's stable performance combined with increases in credit enhancement resulting from paydown (7.3%) and defeasance (2%) since Fitch's last rating action. As of the August 2007 distribution date, the pool has paid down 26.7% to $561.4 million from $765.3 million at issuance. In total, 11 loans, 7.7% of the pool, has defeased. Fitch reviewed the performance of the deal's credit assessed loan (9.1%) and its underlying collateral, the Towers at Portside. The loan is secured by a 527-unit multifamily property located in Jersey City, NJ. As of year-end 2006, occupancy was 96%. Based on its stable performance, the loan maintains an investment grade credit assessment. There are currently no delinquent or specially serviced loans. MORGAN STANLEY: Fitch Holds Junk Rating on $8.6MM Class N Certs. ---------------------------------------------------------------- Fitch Ratings upgrades Morgan Stanley Capital I Inc., commercial mortgage pass-through certificates, series 1999-RM1, as: -- $23.6 million class H to 'AA-' from 'A+'; -- $8.6 million class J to 'A' from 'A-'. These classes are affirmed: -- $249.3 million class A-2 at 'AAA'; -- Interest-only class X at 'AAA'; -- $43 million class B at 'AAA'; -- $45.1 million class C at 'AAA'; -- $12.9 million class D at 'AAA'; -- $34.4 million class E at 'AAA'; -- $17.2 million class F at 'AAA'; -- $10.7 million class G at 'AAA'; -- $12.9 million class K at 'BBB'; -- $6.4 million class L at 'BBB-'; -- $8.6 million class M at 'B+'; -- $8.6 million class N at 'CCC'. Fitch does not rate the $7.5 million class O certificates, and class A-1 has paid in full. The upgrades to classes H and J are due to the pool's additional 5.5% defeasance and 4.5% pay down since the last Fitch rating action. In total, 26 loans have defeased (25.1%), including three of the top 10 loans (7.7%). As of the August 2007 distribution date, the transaction's aggregate principal balance has decreased 43.1% to $488.9 million from $859.7 million at issuance. Currently, one asset (1.5%) is specially serviced and real-estate owned. The asset is a 168,838 square foot retail center in Madison, NC, that was 71% occupied as of July 2007. The special servicer is actively marketing the property for a sale. Fitch expects losses upon liquidation of this asset; however they are anticipated to be absorbed by the non-rated class. NORTHWEST AIRLINES: Court Rejects $4.2MM Bonuses for Attorneys -------------------------------------------------------------- Judge Allan Gropper of the the U.S. Bankruptcy Court for the Southern District of New York denied requests filed by Northwest Airlines Corp.'s lead law firm, Cadwalader, Wickersham & Taft LLP, for payment of a $3,500,000 bonus, according to The Associated Press. Judge Gropper held that for the lawyers to deserve a so-called fee enhancement, their work should have a remarkable result that couldn't be expected from lawyers being paid their regular fees, the AP says. The judge said average hourly rates of $500 already provided adequate compensation. According to the report, the Court further denied payment of a $700,000 bonus to Otterbourg, Steindler, Houston & Rosen, P.C., a firm representing creditors. However, Cadwalader and Otterbourg, with 22 other law firms and advisers in Northwest's Chapter 11 cases obtained approval for their regular fees aggregating $118,800,000 and expenses totaling $5,400,000. Judge Gropper directed Northwest to pay Cadwalader $35,400,000 in fees and $2,200,000 in expenses; and Otterbourg, $7,000,000 in fees and $210,231 in expenses. Gropper has not yet ruled on FTI Consulting Inc.'s request for payment of $1,000,000, on top of $6,000,000 in fees, and Lazard Freres & Co.'s request for $3,500,000 on top of $5,200,000 in fees, the AP says. Lazard has argued that a bonus had been negotiated at the start of the case. About Northwest Airlines Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is the world's fourth largest airline with hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about 1,400 daily departures. Northwest is a member of SkyTeam, an airline alliance that offers customers one of the world's most extensive global networks. Northwest and its travel partners serve more than 1000 cities in excess of 160 countries on six continents. The company and 12 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in Washington represent the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the Debtors' chapter 11 cases. When the Debtors filed for bankruptcy, they listed $14.4 billion in total assets and $17.9 billion in total debts. On Jan. 12, 2007 the Debtors filed with the Court their Chapter 11 Plan. On Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure Statement. The Court approved the adequacy of the Debtors' Disclosure Statement on March 26, 2007. On May 21, 2007, the Court confirmed the Debtors' Plan. The Plan took effect May 31, 2007. * * * As reported in the Troubled Company Reporter on June 4, 2007, Standard & Poor's Ratings Services raised its ratings on Northwest Airlines Corp. and its Northwest Airlines Inc. subsidiary, including raising the long-term corporate credit ratings on both entities to 'B+' from 'D', following their emergence from Chapter 11 bankruptcy proceedings. The rating outlook is stable. In addition, S&P assigned a 'BB-' bank loan rating, one notch above the corporate credit rating, with a '1' recovery rating, to Northwest Airlines Inc.'s $1.225 billion bankruptcy exit financing, based on S&P's expectation of a full recovery of principal in the event of a second Northwest bankruptcy. That bank facility converted from a debtor-in-possession credit facility; S&P withdrew the 'BBB-' rating on the DIP facility. NVE INC: Settles 126 Ephedra-Related Claims for $21.2 Million ------------------------------------------------------------- N.V.E. Inc.'s Chapter 11 Plan of Reorganization became effective on Sept. 5, 2007, allowing the company to settle 126 product liability claims for $21,250,000 from a trust fund. The Honorable Novalyn L. Winfield of the U.S. Bankruptcy Court for the District of New Jersey confirmed the Plan on August 22, 2007. The Debtor's bankruptcy case represents the third ephedra-products Chapter 11 case -- after the ephedra related bankruptcy cases of Twinlab and Muscletech -- in which counsel for the general unsecured creditors and, on their behalf, obtained consensual plans which resolved the Product Liability Claims of tort plaintiff creditors who claim injury from their use of the debtor's ephedra-related products. Under the Plan, the Debtor's 126 Product Liability Claims, which arose from the sale of the Debtor's ephedra products prior to 2004 (when the FDA banned the sale of such products), will be settled through the payment into a trust of $21,250,000 and the allocation of those monies to the tort claimants under a process agreed to by the tort claimants and supervised by Carmin Reiss, of Resolutions, LLC. The Debtor's trade creditors, who hold approximately $8,000,000 in trade claims, will receive a payment directly from the Debtor (not from the tort trust) equivalent to 35% percent of their claim. Based in Andover, New Jersey, NVE Inc., dba NVE Pharmaceuticals, Inc., manufactures dietary supplements. The Debtor is facing lawsuits about its weight-loss products which contain the now- banned herbal stimulant, Ephedra. The company filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J. Case No. 05-35692). Daniel Stolz, Esq., Leonard C. Walczyk, Esq., Michael McLaughlin, Esq., and Steven Z Jurista, Esq., at Wasserman, Jurista & Stolz, represent the Debtor in its restructuring efforts. Bruce J. Zabarauskas, Esq., at Thelen Reid Brown Raysman & Steiner LLP, and David J. Molton, Esq., at Brown Rudnick Berlack Israels LLP, represent the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed $10,966,522 in total assets and $14,745,605 in total debts. The Court confirmed the Debtor's Chapter 11 Plan of Reorganization on August 22, 2007. PENN NAT'L: Inks Pact With Cloverleaf on Rosecroft Purchase ----------------------------------------------------------- Penn National Gaming Inc. has executed a definitive agreement for its acquisition of Rosecroft Raceway in Fort Washington, Maryland from Cloverleaf Enterprises Inc. Last month, Penn National Gaming has entered into a binding letter of intent to purchase Rosecroft Raceway from CEI. The transaction is expected to close during the fourth quarter of 2007, subject to approval by the Maryland Racing Commission and other customary conditions. Financial details of the transaction were not disclosed. "Our planned acquisition of Rosecroft allows us to further diversify what is already the nation's second largest portfolio of horse racing assets," Peter M. Carlino, chief executive officer of Penn National commented. "We look forward to joining the Prince George's County business community and to continuing to offer exciting live racing at Rosecroft." About Rosecroft Raceway Located on 130 acres in Prince George's County, Washington, DC, Rosecroft Raceway –- http://www.rosecroft.com/-- is a harness racing facility that runs 88 days of live standardbred racing a year. Opened in 1949, Rosecroft Raceway features a simulcast wagering facility, a clubhouse lounge and dining area overlooking the live action on the racetrack. About Penn National Gaming Headquartered in Wyomissing, Pennsylvania, Penn National Gaming Inc. (PENN: Nasdaq) -- http://www.pngaming.com/-- owns and operates casino and horse racing facilities with a focus on slot machine entertainment. The company presently operates eighteen facilities in fourteen jurisdictions including Colorado, Illinois, Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New Jersey, New Mexico, Ohio, Pennsylvania, West Virginia, and Ontario. In aggregate, Penn National's operated facilities feature nearly 23,000 slot machines, over 400 table games, approximately 1,731 hotel rooms and approximately 808,000 square feet of gaming floor space. * * * As reported in the Troubled Company Reporter on June 20, 2007, Standard & Poor's Ratings Services lowered its corporate credit rating on Penn National Gaming Inc. to 'BB-' from 'BB' and placed the rating on CreditWatch with negative implications. PIXELPLUS CO: Posts $1.8 Million Net Loss in Quarter Ended June 30 ------------------------------------------------------------------ Pixelplus Co. Ltd. reported a net loss of $1.8 million for the second quarter ended June 30, 2007, compared to a net loss of $1.1 million in the first quarter of fiscal 2007, and a net loss of $5.5 million in the second quarter of fiscal 2006. Revenue for the second quarter of fiscal 2007 was $6.1 million, compared to $4.4 million in the first quarter of fiscal 2007, and $8.3 million in the second quarter of fiscal 2006. Revenue for the first six months of fiscal 2007 was $10.5 million, compared to $19.0 million for the same period in fiscal 2006. Net loss for the first six months of fiscal 2007 was $3.0 million, compared to a net loss of $7.9 million for the same period in fiscal 2006. The company sold approximately 3.0 million image sensors in the second quarter of fiscal 2007, which represented an increase of about 1.8 million units from its sale of around 1.2 million units in the first quarter of fiscal 2007. Separately, the company provided approximately 7.4 million image sensors arising from its supply of services to a leading Japanese module maker in the second quarter of fiscal 2007, which represented a decrease of about 800,000 units from its supply of around 8.2 million units in the first quarter of fiscal 2007. So, in terms of combined figures, the company sold and supplied a total of about 10.4 million image sensors in the second quarter of fiscal 2007, which represented an increase of roughly 1.0 million units from its sale and supply of around 9.4 million units in the first quarter of fiscal 2007. Gross margin for the second quarter of fiscal 2007 was roughly 36%, compared to approximately 26% in the first quarter of fiscal 2007. The company's SG&A expenses in the second quarter of fiscal 2007 were about $2.9 million, compared to roughly $1.4 million in the first quarter of fiscal 2007, and approximately $3.8 million in the second quarter of fiscal 2006. Moreover, the company's operating expenses in the second quarter of fiscal 2007 were around $4.1 million, compared to about $2.9 million in the first quarter of fiscal 2007, and approximately $5.3 million in the second quarter of fiscal 2006. Compared to the first quarter of fiscal 2007, the increase in the company's SG&A and operating expenses in the second quarter of fiscal 2007 is mainly attributable to the company's accounting and legal fees paid to its independent outside accountants and legal counsel arising from their work on Pixelplus' Form 20-F which was filed on June 29, 2007. At June 30, 2007, the company's consolidated financial statements showed $25.9 million in total assets, $9.4 million in total liabilities, and $16.5 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended June 30, 2007, are available for free at http://researcharchives.com/t/s?233e Going Concern Doubt As reported in the Troubled Company Reporter on July 5, 2007, Ernst & Young Hanyong, in Seoul, Korea, expressed substantial doubt about Pixelplus Co. Ltd.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2006. The auditing firm reported that the company has incurred significant operating losses in the year ended Dec. 31, 2006, and working capital decreased significantly between Dec. 31, 2005, and 2006. About Pixelplus Co. Headquartered in Gyeonggi-do, South Korea, Pixelplus Co. Ltd. (NasdaqGM: PXPL) -- http://www.pixelplus.com/-- is a developer of high-performance, high-resolution, and cost-effective CMOS image sensors for use primarily in mobile camera phones. In addition to mobile phones, Pixelplus provides CMOS image sensors and SoC solutions for use in webcams and notebook embedded cameras, toys and games, and security and surveillance system applications. Pixelplus Semiconductor Inc., the company's wholly-owned subsidiary, serves as the company's U.S. headquarters for sales and marketing and research and development. The offices of Pixelplus Semiconductor Inc. are located at 3003 North First Street, Suite 330, San Jose, California. REGENCY ENERGY: Debt Repayment Cues Moody's to Lift Ratings ----------------------------------------------------------- Moody's Investors Service upgraded the ratings of Regency Energy Partners LP following a sizable equity offering and the repayment of debt with the proceeds. Regency's Corporate Family Rating is upgraded to Ba3 from B1 and its senior unsecured notes, to B1 from B2. Its operating subsidiary Regency Gas Services LP's ratings (the senior secured revolver rating of Ba1 and related SGL and LGD ratings) were confirmed and withdrawn. An SGL-3 rating is assigned to the MLP. The rating outlook is stable. These rating actions conclude a review for possible upgrade begun on July 23, 2007. In July, Regency raised $354 million in net proceeds in a public equity offering that allowed it to almost halve its debt and almost triple its book equity from June 30, 2007 levels. Since then, the company has paid down $193 million of the $550 million of MLP notes and eliminated the OLP's $50 million term loan. After the $16 million make-whole payment, it used the remaining $95 million of proceeds to free up most of the capacity under the OLP's $250 million revolver. These transactions have significantly improved the company's leverage metrics and have restored some headroom under its financial covenants. Pro forma for the reduction of the MLP notes and the elimination of the term loan, debt/EBITDA would have been about 3.6x for the LTM June 2007, down from 6.7x actual (adjusted for Moody's standard adjustments). Moody's notes that the upgrade reflects expectations for of some improvement in financial results, as Regency's recent financial results are still of single-B quality. The company reported net losses in three of the last four quarters, generating very modest earnings after adjusting for such unusual items as incentive compensation expense, early debt retirement costs, and payments to its prior general partner sponsor. Nevertheless, numerous organic projects that have been recently completed should begin to augment top-line margins in the second half of this year. The debt reduction should cut about a third of recent interest expense and improve interest coverage measures, so long as the company has success in stanching further increase in operating expenses. EBITDA/interest for LTM June 2007, after Moody's standard adjustments, would have been about 2.7x pro forma for the debt reduction, up from 2.1x actual. The rating strongly factors in anticipation of more credit- supportive financial policies going forward, and takes the equity offering as a positive signal as to the company's future financial policy under its sponsorship by GE Energy Financial Services. GE acquired a controlling stake in Regency's general partner sponsor and about a third of its LP units in June. Since the change in sponsorship, Regency has stated a goal of attaining investment grade status over the next few years, and intends to follow appropriate financial policies to that end. It is too early to tell if and how GE's sponsorship will affect Regency's strategic direction. GE does have a number of energy investments that qualify to be placed in an MLP like Regency, and those interests have the potential to influence its future growth and business mix. Regency's senior unsecured debt was upgraded to B1 (LGD 5, 79.1%) from B2. The full list of ratings affected are: Downgrades: Issuer: Regency Energy Partners LP -- Senior Unsecured Regular Bond/Debenture, Downgraded to 79 - LGD5 from 69 - LGD4 Upgrades: Issuer: Regency Energy Partners LP -- Probability of Default Rating, Upgraded to Ba3 from B1 -- Corporate Family Rating, Upgraded to Ba3 from B1 -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from B2 Assignments: Issuer: Regency Energy Partners LP -- Speculative Grade Liquidity Rating, Assigned SGL-3 Outlook Actions: Issuer: Regency Energy Partners LP -- Outlook, Changed To Stable From Rating Under Review Issuer: Regency Gas Services LP -- Outlook, Changed To Rating Withdrawn From Rating Under Review Withdrawals: Issuer: Regency Gas Services LP -- Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-3 -- Senior Secured Bank Credit Facility, Withdrawn, previously rated 14 - LGD2 The OLP's ratings were withdrawn for business reasons. Headquartered in Dallas, Texas, Regency Energy Partners LP is a publicly traded master limited partnership engaged in natural gas gathering, processing, and transportation. RELIANT ENERGY: Fitch Puts 'B' Short-Term Issuer Default Rating --------------------------------------------------------------- Fitch Ratings has assigned a 'B' short-term Issuer Default Rating to Reliant Energy, Inc. and affirmed its ratings as: -- Long-term IDR at 'B'; -- Senior secured debt at 'BB/RR1'; -- Senior unsecured debt at 'B+/RR2'. The Rating Outlook is Stable. Approximately $4.0 billion of debt is affected. The ratings reflect RRI's high degree of leverage relative to operating cash flows, the uncertainty of cash flows from the merchant segment, and a retail segment facing increased competition in Texas. The cancellation of the asset sale program reduces the likelihood of substantial near-term de-leveraging. Cash from operations should be able to fund the current capital spending program, which does not include significant brownfield development. The affirmed 'BB/RR1' rating reflects the superior recovery prospects for these debt obligations which Fitch estimates at approximately 80% under a conservative scenario that assumed below market valuations for RRI's coal generating fleet and weak financial performance at Retail. The senior unsecured rating of 'B+/RR2' reflects the structural subordination of this debt, and weaker recovery prospects. The Stable Rating Outlook reflects Fitch's expectation that credit ratios will stay within parameters for the current ratings. As part of its analysis, Fitch prepared an alternate price scenario to gauge RRI's performance in a lower natural gas price environment. Specifically, Fitch's model incorporated a decline in natural gas prices to approximately $4.50 per mmBtu in 2009 compared to management's projection of $8.70 per mmBtu. Although the lower gas price case results in weaker cash flows from the wholesale segment, credit ratios still remain within current ratings parameters. Factors leading to potential rating improvement include additional de-leveraging, a sustained increase in market heat rates, and a track record of stable financial performance at Retail in a fully competitive environment. Fitch's Recovery Ratings are a relative indicator of creditor recovery prospects on a given obligation within an issuers' capital structure in the event of a default. RG GLOBAL: Signs Pact on OC Energy's 24% Common Stock Sale ---------------------------------------------------------- RG Global Lifestyles Inc. and its subsidiary, OC Energy Drink Inc., entered into a Plan of Organization and Securities Purchase Agreement with three individuals affiliated with Fusion Solutions Inc., Bob Glaser, Mariano Fusco, and Albert Guerra for the sale of 24% of the common stock of OC Energy Drink. Prior to entering into the Agreement, Fusion Solutions was the marketing and distribution coordination entity responsible for operation of OC Energy Drink. OC Energy Drink remains a majority owned subsidiary of RG Global. Under the terms of the Agreement: i. RG Global will be paid an aggregate of $103,000 by OC Energy Drink and waive rights to any other repayment; ii. the Fusion Individuals waive all rights of repayment from OC Energy Drink or RG Global for monies spent in connection with OC Energy Drink to date; iii. OC Energy Drink will issue an aggregate of 474 shares of common stock of OC Energy, 24% of resulting issued and outstanding to the Fusion Individuals; iv. RG Global is transferring all of its intellectual property relating to OC Energy Drink into OC Energy Drink; v. the Fusion Individuals are transferring all of their assets and intellectual property relating to OC Energy Drink to RG Global, for further transference to OC Energy Drink; vi. RG Global will issue an aggregate of 654,925 shares of RGBL.OB common stock to the Fusion Individuals; vii. RG Global will have nominees for three out of five Director seats of OC Energy Drink, and Bob Glaser and Mariano Fusco will be elected to the remaining two Director seats of OC Energy Drink; viii. Mariano Fusco will be CEO of OC Energy Drink; and ix. Bob Glaser will be COO of OC Energy. Issuance of Common Stocks In connection with the terms of the Agreement, RG Global issued 654,925 shares of RGBL.OB common stock to the Fusion Individuals in exchange for certain assets and intellectual property relating to OC Energy Drink to RG Global. The company has valued these assets at $654,925, which results in a sale at $1 per share. The issuance of the company's shares of common stock was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. About RG Global Headquartered in lake Forest, California, RG Global Lifestyles, Inc. (OTC:RGBL) -- http://www.rgglife.com/-- operates in the bottled energy drink and oxygenated water industry through its wholly owned subsidiary, OC Energy Drink Inc. In February 2007, with the technology it purchased from Catalyx Fluid Solutions Inc., the company commenced operations in the water reclamation industry specifically associated with coal-bed mining as CFS. In 2006, the company formed two subsidiaries in Asia, including Aquair Hong Kong Ltd and Aquair Asia Company Limited. At June 30, 2007, the company's balance sheet showed total assets of $5,404,962, and total liabilities of $14,139,397, resulting in an $8,734,435 total stockholders' deficit. RUNNING COURT: Has Two More Weeks to Look for New Developer ----------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California gave Running Horse, L.L.C., dba Running Horse Golf and Country Club two more weeks to arrive at a deal with a new developer, abc30.com reports. Judge W. Richard Lee gave his nod to the extension after creditors disclosed that they wanted to resume discussion. Thomas H. Armstrong, Esq., in Fresno, California, creditor La Jolla Loans Inc.'s counsel, said that a developer was expected to deliver a letter of intent within the week for $28 million, the report adds. The report relates that Mick Evans, the Debtor's owner, discloses that he hasn't heard anything about the said new developer. About Running Horse Based in Fresno, California, Running Horse, L.L.C., dba Running Horse Golf and Country Club, -- http://www.runninghorsegolf.com/ -- is a multi-entry private, gated community that has 758 upscale homesites, an 18-hole championship golf course, and a 42,000- square foot clubhouse with spa facilities and a fitness center. The company filed for chapter 11 protection on April 27, 2007 (Bankr. E.D. Calif. Case No. 07-11185). Riley C. Walter, Esq., in Fresno, Calif., represents the Debtor. In its schedules filed with the Court, the Debtor disclosed total assets of $40,511,674 and total debts of $10,309,327. SALOMON BROTHERS: Fitch Junks Rating on $7.3MM Class L Certs. ------------------------------------------------------------- Fitch Ratings has downgraded and lowered the Distressed Recovery rating of Salomon Brothers Mortgage Securities VII, Inc.'s commercial mortgage pass-through certificates, series 1999-C1 as: -- $7.3 million class L to 'CCC/DR2' from 'B-/DR1'. In addition, Fitch has affirmed these classes: -- $245.2 million class A-2 at 'AAA'; -- Interest-only class X at 'AAA'; -- $38.6 million class B at 'AAA'; -- $38.6 million class C at 'AAA'; -- $11 million class D at 'AAA'; -- $27.6 million class E at 'AAA'; -- $11 million class F at 'AAA'; -- $14.7 million class G at 'AA+'; -- $20.2 million class H at 'A-'; -- $9.2 million class J at 'BBB-'; -- $16.5 million class K at 'B'. Fitch does not rate the $3.4 million class M certificates. Class A-1 has paid in full. The downgrade to class L is due to anticipated losses on the two specially serviced assets (1.2%) which are expected to deplete the non-rated class M, and impact class L. The transaction has had an additional 10.8% defeasance and 4.3% paydown since the last Fitch rating action. In total, 23 loans (27.1%) have defeased, including six of the top ten loans (15.2%). As of the August 2007 distribution date, the pool's collateral balance has been reduced 39.7% to $443.4 million from $734.9 million at issuance The largest specially serviced asset (0.9%) is secured by two mobile home parks located in Wilkes Barre and Muncey, Pennsylvania with a reported July 2007 combined occupancy of 75%. The loan is 90+ days delinquent and the special servicer is pursuing foreclosure. The second asset is a real estate-owned office property (0.2%) in Rogers, Arkansas. June 2007 occupancy is 65% and the asset is currently listed for sale by the special servicer. SANDRA FIELDING: Chapter 15 Petition Summary -------------------------------------------- Petitioner: Sara E. Dayman Debtor: Sandra Fielding 2000 Island Boulevard, Suite 1606 North Miami Beach, FL 33160 Case No.: 07-17417 Chapter 15 Petition Date: September 11, 2007 Court: Southern District of Florida (Miami) Petitioner's Counsel: Patricia Redmond, Esq. 150 West Flagler Street, Suite 2200 Miami, FL 33130 Tel: (305) 789-3200 Estimated Assets: $10 Million to $50 Million Estimated Debts: $1 Million to $10 Million SARAH & JESSE LOOT: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Drs. Sarah & Jesse Loot, Inc. 101 School Street Oak Hill, WV 25901 Bankruptcy Case No.: 07-50238 Type of business: The Debtor provides medical services. Chapter 11 Petition Date: September 6, 2007 Court: Southern District of West Virginia (Beckley) Judge: Ronald G. Pearson Debtor's Counsel: Steven L. Thomas, Esq. Kay Casto & Chaney, L.L.C. P.O. Box 2031 Charleston, WV 25327-2031 Tel: (304) 345-8900, Ext. 111 Fax: (304) 345-8909 Estimated Assets: $100,000 to $1 Million Estimated Debts: Unstated The Debtor did not file a list of its 20 largest unsecured creditors. SOUTHAVEN POWER: Wants Exclusive Period Extended to December 12 --------------------------------------------------------------- Southaven Power LLC asks the United States Bankruptcy Court for the Western District of North Carolina to further extend the exclusive periods to: a. file a Chapter 11 plan until Dec. 12, 2007; and b. solicit acceptances of that plan until Feb. 6, 2008. This is the Debtor's seventh request to further extend its exclusive periods. The Debtor says that it needs more time to resolve certain issues, including: a. expected amount and timing for distribution on the Debtor's claim against NEGT Energy Trading - Power L.P.; and b. proper calculation of interests on the subordinated debt claim, which NEGT Energy asserted against the Debtor. The Debtor tells the Court that some claims against NEGT Energy and its parent company, PG&E National Energy Group Inc. have been liquidated, and were confirmed by the Court in the amount of $395,513,731 against NEGT Energy and 176,209,004 against its parent company. About Southaven Power LLC Headquartered in Charlotte, North Carolina, Southaven Power LLC operates an 810-megawatt, natural gas-fired electric power plant located in Southaven, Mississippi. The company filed for chapter 11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141). Mark A. Broude, Esq., at Latham & Watkins LLP represents the Debtor in its restructuring efforts, and Hillary B. Crabtree, Esq., at Moore & Van Allen, PLLC, represents the Debtor in litigation against PG&E Energy Trading-Power, L.P. No official committee of unsecured creditors has been appointed in the Debtor's case. When the Debtor filed for protection from its creditors, it estimated assets and debts of more than $100 million. STEEL DYNAMICS: Amends $750 Mil. Senior Secured Credit Facility --------------------------------------------------------------- Steel Dynamics Inc. has amended its existing $750 million senior secured credit facility to allow for the addition of a $550 million term loan A facility. This new facility was also consummated on Sept. 11, 2007. The net proceeds from the Term Loan A will be used to repay a portion of the borrowings outstanding under the $750 million senior secured revolving credit facility, which were used to fund the company's $370 million purchase of The Techs, to fund additional share repurchases pursuant to the company's share repurchase program, to fund various capital expenditures and for general working capital purposes. The combined facilities are due June 2012 and are secured by substantially all the company's wholly-owned subsidiaries' receivables and inventories and by pledges of all shares of the company's wholly-owned subsidiaries' capital stock. The senior secured credit facility contains financial covenants and other covenants that limit or restrict the company's ability to make capital expenditures; incur indebtedness; permit liens on property; enter into transactions with affiliates; make restricted payments or investments; enter into mergers, acquisitions or consolidations; conduct asset sales; pay dividends or distributions and enter into other specified transactions and activities. The company's ability to borrow funds under the combined facilities is dependent upon its continued compliance with the financial covenants and other covenants contained in the senior secured credit agreement, as amended and restated. About Steel Dynamics Inc. Headquartered in Fort Wayne, Indiana, Steel Dynamics Inc. (Nasdaq: STLD) -- http://www.steeldynamics.com/-- produces a broad array of high-quality flat-rolled, structural and bar steels at its three Indiana steel mini-mills and steel-processing operations. * * * As reported in the Troubled Company Reporter on July 16, 2007, Moody's Investors Service affirmed Steel Dynamics Ba1 corporate family rating and changed the rating outlook to stable from positive. STRUCTURED ASSET: Fitch Downgrades Ratings on $201.4MM Certs. ------------------------------------------------------------- Fitch Ratings has taken these rating actions on Structured Asset Investment Loan Trust mortgage pass-through certificates. Affirmations total $1.12 billion and downgrades total $201.4 million. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions as: SAIL 2005-01 -- $216 million class A affirmed at 'AAA' (BL: 60.08, LCR: 5.14); -- $37.4 million class M1 affirmed at 'AA+' (BL: 50.13, LCR: 4.29); -- $54.2 million class M2 affirmed at 'AA' (BL: 40.48, LCR: 3.47); -- $29.5 million class M3 affirmed at 'AA-' (BL: 34.21, LCR: 2.93); -- $23.6 million class M4 affirmed at 'A+' (BL: 29.15, LCR: 2.50); -- $21.6 million class M5 downgraded to 'BBB-' from 'A' (BL: 13.36, LCR: 1.14); -- $19.7 million class M6 downgraded to 'BB' from 'A-' (BL: 11.60, LCR: 0.99); -- $13.8 million class M7 downgraded to 'BB-' from 'BBB+' (BL: 10.44, LCR: 0.89); -- $14.7 million class M8 downgraded to 'B+' from 'BBB' (BL: 9.62, LCR: 0.82); -- $15.7 million class M9 downgraded to 'B' from 'BBB-' (BL: 8.96, LCR: 0.77); -- $15.7 million class B downgraded to 'CCC' from 'BB' (BL: 8.47, LCR: 0.73). Deal Summary -- Originators: BNC (52.5%); -- 60+ day Delinquency: 23.74%; -- Realized Losses to date (% of Original Balance): 1.02%; -- Expected Remaining Losses (% of Current Balance): 11.68%; -- Cumulative Expected Losses (% of Original Balance): 3.94%. SAIL 2005-06 -- $520.4 million class A affirmed at 'AAA' (BL: 48.32, LCR: 6.01); -- $68 million class M1 affirmed at 'AA+' (BL: 39.94, LCR: 4.97); -- $63.5 million class M2 affirmed at 'AA' (BL: 30.40, LCR: 3.78); -- $38.5 million class M3 affirmed at 'AA-' (BL: 26.67, LCR: 3.32); -- $34 million class M4 affirmed at 'A+' (BL: 23.11, LCR: 2.88); -- $34 million class M5 affirmed at 'A' (BL: 19.01, LCR: 2.37); -- $26 million class M6 downgraded to 'BBB-' from 'A-' (BL: 8.84, LCR: 1.1); -- $34 million class M7 downgraded to 'BB-' from 'BBB' (BL: 7.35, LCR: 0.91); -- $22.6 million class M8 downgraded to 'B+' from 'BBB-' (BL: 7.04, LCR: 0.88); -- $11.3 million class M9 downgraded to 'B+' from 'BBB-' (BL: 7.02, LCR: 0.87); -- $5.6 million class M10-A downgraded to 'B' from 'BB+' (BL: 7.17, LCR: 0.89). -- $5.6 million class M10-F downgraded to 'B' from 'BB+' (BL: 7.17, LCR: 0.89). Deal Summary -- Originators: BNC (63.2%); -- 60+ day Delinquency: 19.48%; -- Realized Losses to date (% of Original Balance): 0.86%; -- Expected Remaining Losses (% of Current Balance): 8.04%; -- Cumulative Expected Losses (% of Original Balance): 3.96%. STRUCTURED ASSETS: Fitch Lowers Ratings on $6.7 Mil. Certificates ----------------------------------------------------------------- Fitch Ratings has taken these rating actions on SACO 2005-5 Group 2 HELOC mortgage pass-through certificates. Affirmations total $38 million and downgrades total $6.7 million. Break Loss percentages and Loss Coverage Ratios for each class, rated 'B' or higher, are included with the rating actions as: SACO 2005-5 Group 2 HELOC -- $14.3 million class II-A affirmed at 'AAA' (BL: 80.38, LCR: 4.7); -- $5.6 million class II-M-1 affirmed at 'AA+' (BL: 68.33, LCR: 4); -- $4.9 million class II-M-2 affirmed at 'AA+' (BL: 57.59, LCR: 3.37); -- $3.1 million class II-M-3 affirmed at 'AA+' (BL: 50.66, LCR: 2.96); -- $2.8 million class II-M-4 affirmed at 'AA' (BL: 44.39, LCR: 2.6); -- $2.6 million class II-M-5 affirmed at 'AA-' (BL: 38.61, LCR: 2.26); -- $2.5 million class II-M-6 affirmed at 'A+' (BL: 32.89, LCR: 1.92); -- $2 million class II-M-7 affirmed at 'A' (BL: 28.10, LCR: 1.64); -- $1.9 million class II-M-8 downgraded to 'BB' from 'A-' (BL: 17.23, LCR: 1.01); -- $1.6 million class II-M-9 downgraded to 'BB-' from 'BBB+' (BL: 15.19, LCR: 0.89); -- $1.5 million class II-B-1 downgraded to 'B+' from 'BBB' (BL: 14.02, LCR: 0.82); -- $1.5 million class II-B-2 downgraded to 'B' from 'BBB-' and removed from Rating Watch Negative (BL: 13.03, LCR: 0.76). Deal Summary -- Originators: 61.37% Quicken Loans, Inc.,; -- 60+ day Delinquency: 5.29%; -- Realized Losses to date (% of Original Balance): 1.18%; -- Expected Remaining Losses (% of Current Balance): 17.09%; -- Cumulative Expected Losses (% of Original Balance): 6.21%. The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2006 and late 2005 with regard to continued poor loan performance and home price weakness. Minimum LCR's specifically for subprime second lien transactions are as follows: AAA: 2.00; AA: 1.75; A: 1.50; BBB: 1.20; BB 0.95; B: 0.75. Also, with regard to subprime second lien transactions, ratings on bonds expected to pay off within 36 months are affirmed. SUNCHASE CAPITAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Sunchase Capital Partners XI, L.L.C. c/o G. David Dean Saul Ewing, L.L.P. 500 East Pratt Street, Suite 800 Baltimore, MD 21202 Bankruptcy Case No.: 07-18677 Chapter 11 Petition Date: September 10, 2007 Court: District of Maryland (Baltimore) Debtor's Counsel: G. David Dean, II, Esq. Saul Ewing, L.L.P. Lockwood Place, 500 East Pratt Street Baltimore, MD 21202 Tel: (410) 332-8704 Fax: (410) 332-8163 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ William Pleasant Trust 2003 Insider, Class A $5,315,000 24012 Frederick Road Member/Creditor Clarksburg, MD20871 Atlantic Interantional Class A $1,520,000 Investment, Inc. Member/Creditor 6902 Robinia Road Camp Spring, MD 20748 Jae B. Cheong Class A $557,000 14317 Climbing Rose Way, Member/Creditor Suite 304 Centreville, VA 20121 W.C.I. Mid-Atlantic U.S. Judgment Creditor $478,298 Region, Inc. (trade) 2100 Reston Parkway, Suite 500 Reston, VA 20191 Alan Young Cheng and Class A $450,000 Shui Qui Zhang Member/Creditor 9525 May Day Street La Plata, MD 20646 Eun O. Kim Class A $400,000 17914 Shotley Bridge Member/Creditor Place Olney, MD 20832-1650 Kwangjon Kim and Class A $370,000 Nam Doll Huh Member/Creditor 4635 Chatsworth Way Ellicott City, MD 20143 Mi Young Kim Class A $300,000 11610 Georgeton Court Member/Creditor Potomac, MD 20854 Ki N. Lee and Sun H. Lee Class A $250,000 9806 Sorrel Avenue Member/Creditor Potomac, MD 20854 Kwang Bag Lee Class A $200,000 Member/Creditor Seongyun and Jaeboon Park Class A $200,000 Member/Creditor Young Joo Kang Class A $200,000 Member/Creditor Sid W. Foulger (Transfer to Class A $150,000 to Florence Tung) Member/Creditor Chin Kim Class A $100,000 Member/Creditor Henry C. Cho Class A $100,000 Member/Creditor Hwa-Chong & Paul Knoth Class A $100,000 Member/Creditor Joshua Siang Yew Oho & Class A $100,000 & Rebecca Tam Member/Creditor Osage Property, L.L.C. Class A $100,000 Member/Creditor PC System (c/o Peter C. Chin) Class A $100,000 Member/Creditor Steven C.Yuarn & Class A $100,000 Nancy C. Ma Member/Creditor TSG INC: Disclosure Statement Hearing Moved to October 3 -------------------------------------------------------- The Honorable Tom R. Cornish of the United States Bankruptcy Court for the Eastern District of Oklahoma continued the hearing to Oct. 3, 2007, at 9:00 p.m., to consider the adequacy of the Disclosure Statement explaining TSG Inc.'s Chapter 11 Plan of Liquidation. Judge Cornish originally scheduled the hearing on Sept. 9, 2007. As reported in the Troubled Company Reporter on June 11, 2007, 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 Oklahoma, 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. Okla. 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. TRUESTAR BARNETT: Case Summary & 15 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: TrueStar Barnett, LLC fdba Trinity Barnett, LLC 410 17th Street, Suite 310 Denver, CO 80202 Bankruptcy Case No.: 07-19746 Type of Business: TrueStar Petroleum Corporation is the sole managing member of the Debtor, formed to facilitate the acquisition and operation of the oil and gas assets in the Newark East Gas Field in Texas from Eagle Oil & Gas Co. See http://www.truestar-petroleum.com/texas.html Chapter 11 Petition Date: August 31, 2007 Court: District of Colorado (Denver) Judge: Michael E. Romero Debtor's Counsel: Duncan E. Barber, Esq. Steven T, Mulligan, Esq. Bieging Shapiro & Burrus LLP 4582 South Ulster Street, Parkway Suite 1650 Denver, CO 80237 Tel: (720) 488-0220 Fax: (720) 488-7711 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's List of its 15 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Macquarie Bank Ltd. $15,000,000 333 Clay Street, Suite 4550 Houston, TX 77002 Eagle Oil & Gas $921,043 2525 Kell, Suite 510 Wichita Falls, TX 76308 R. Wm G Wright $452,219 1 Newstead Lane Cartersville, VA 23027 Robert W. Troy $332,501 6715 Pebble Beach Drive Houston, TX 77069 Porter & Hedges $150,496 Richard Shuster $26,298 Dwain Immel $13,090 Lang Michener LLP $12,779 CCP/MS SSIII $10,000 Qwest $809 Fedex $686 A-1 Freeman Moving Group $508 Konica Minolta $246 IHS Energy $160 Adkins R.L. $45 UNIVERSAL FOOD: Wants Nod on Arnstein & Lehr as Counsel ------------------------------------------------------- Universal Food & Beverage Company, Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Illinois for permission to employ Arnstein & Lehr LLP as their counsel. Arnstein & Lehr will: a. provide legal advice with respect to the Debtor's powers and duties as debtors-in-possession in the management of its property; b. negotiate the terms of the Debtors' use of cash collateral and post-petition borrowing with its secured creditor; c. assist in the sale of the Debtors' processing plants and related assets; d. pursue confirmation of a plan and approval of a disclosure statement; e. prepare, on behalf of the Debtors, all necessary applications, motions, answers, orders, reports and other legal papers as dictated by the demands of the case, or as required by the Court, and representing the Debtors in any hearings or proceedings related to the case; f. appear in Court and protecting the interests of the Debtor before the Court; g. otherwise assist the Debtors with the disposition of their assets; and h. perform all other legal services for the Debtors which may be necessary and proper in the case. The Debtors will pay the firm according to these rates: Professional Hourly Rate ------------ ----------- James A. Chatz, Esq. $540 Barry A. Chatz, Esq. $510 Miriam R. Stein, Esq. $370 Joy E. Levy, Esq. $290 Lola A. Nesterusk $180 Other persons at the firm may render services to the Debtors as needed. Generally, the firm's hourly rates are $210 to $550 for attorneys and $180 for paralegals. The Debtors disclose to the Court that it has paid the firm $50,000 retainer. The money was from certain secured lenders of the Debtors pursuant to a pre-petition loan and security agreement between the Debtors and the secured parties. Arnstein & Lehr will hold the retainer in its escrow account pending Court order permitting the compensation fees for Arnstein & Lehr. To the best of the Debtors' knowledge, Arnstein & Lehr does not hold or represent any interest adverse to the Debtors or its Chapter 11 estate, creditors or any other party-in-interests. The firm can be reached at: Miriam R. Stein, Esq. Arnstein & Lehr LLP 120 South, Riverside Plaza, Suite 1200 Chicago, IL 60606 Tel: (312) 876-7100 Fax: (312) 876-0288 http://www.arnstein.com/ About Universal Food Universal Food & Beverage Company, Inc. principally manufacture and market food and beverage products. The Debtor and its debtor- affiliates in Georgia and Virginia filed for Chapter 11 petitions on Aug. 31, 2007 (Bankr. N.D. Ill. Lead Case No. 07-15955). When they filed for protection from their creditors, the Debtors disclosed $0 assets but an aggregate of more than $20 million in debts. UNIVERSAL FOOD: Wants Until October 12 to File Schedules -------------------------------------------------------- Universal Food & Beverage Company, Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Illinois to extend the deadline to file their schedules of assets and liabilities and statements of financial affairs until Oct. 12, 2007. The Debtors tell the Court that its records were recently moved to MorrisAnderson & Associates LLC, the Debtors' Chief Restructuring Officer. The CRO, the Debtors say, will need additional time to review the records and compile the necessary information to complete the Debtors' bankruptcy schedules and statement of financial affairs. About Universal Food Universal Food & Beverage Company, Inc. principally manufacture and market food and beverage products. The Debtor and its debtor- affiliates in Georgia and Virginia filed for Chapter 11 petitions on Aug. 31, 2007 (Bankr. N.D. Ill. Lead Case No. 07-15955). When they filed for protection from their creditors, the Debtors disclosed $0 assets but an aggregate of more than $20 million in debts. UNIVERSAL FOOD: Seeks Interim Nod to Obtain Financing from Cipher ----------------------------------------------------------------- Universal Food & Beverage Company, Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Illinois for permission to obtain debtor-in-possession financing from Cipher Capital Partners, LLC through the period ending Oct. 8, 2007. The Debtors relate to the Court that it will use the post-petition funds to support their immediate operational requirements. Otherwise, the Debtors would remain shutdown and incapable of spending the necessary funds to preserve their assets and eventually liquidate the assets in a forced sale environment. Cipher, the Debtors tell the Court, has agreed to provide post- petition DIP financing in an amount not to exceed $100,000 on an interim basis through the week ending Sept. 30, 2007, and to exceed $250,000 on a final basis through Oct. 8, 2007, to be disbursed substantially. The financing will accrue at an interest rate of 16% per annum. The Debtors propose to the Court to hold a hearing on or before Sept. 27, 2007, for considering the approval of their DIP financing request. Financing Relationships The Debtors made a primary pre-petition lending arrangement with certain lenders and Midsummer Capital LLC, as collateral agent for the pre-petition lenders. The pre-petition lenders advanced funds to the Debtors pursuant to an amended and restated senior secured convertible notes dated June 22, 2006, and senior secured convertible notes dated Dec. 31, 2006. The advances were secured by a first priority lien upon the Debtors' accounts receivable, inventory, machinery and equipment, other tangible property, a first priority mortgage on the Debtors' real property in Savannah, Georgia and a second priority mortgage on the Debtors' real property in Independence, Virginia, collectively pre-petition collateral. The Debtors' real property in Independence, Virginia is subject to a first priority mortgage held by the Grayson National Bank. The Debtors owe Grayson the principal amount of $5.5 million. As of the bankruptcy filing, the Debtors owed the pre-petition lenders about $5.1 million plus fees, costs and interest. On Aug. 31, 2007, prior to the filing of the case, the Debtors executed a loan and security agreement with Cipher and certain other senior pre-petition lenders pursuant to which the senior pre-petition lenders extended $135,000 in funding to the Debtors for their operations. The senior pre-petition debt is secured by a senior priority interest in the pre-petition collateral. About Universal Food Universal Food & Beverage Company, Inc. principally manufacture and market food and beverage products. The Debtor and its debtor- affiliates in Georgia and Virginia filed for Chapter 11 petitions on Aug. 31, 2007 (Bankr. N.D. Ill. Lead Case No. 07-15955). When they filed for protection from their creditors, the Debtors disclosed $0 assets but an aggregate of more than $20 million in debts. UNIVERSAL MAP: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Universal Map Enterprises, Inc. 795 Progress Court Williamston, MI 48895 Bankruptcy Case No.: 07-06547 Type of business: The Debtor publishes road maps, wall maps, atlases and other travel references. See http://www.universalmap.com/ Chapter 11 Petition Date: September 7, 2007 Court: Western District of Michigan (Grand Rapids) Judge: Jo Ann C. Stevenson Debtor's Counsel: Gary H. Cunningham, Esq. Giarmarco, Mullins & Horton, P.C. 101 West Big Beaver Road 10th Floor Columbia Center Troy, MI 48084-5280 Tel: (248) 457-7000 Fax: (248) 457-7001 Estimated Assets: $1 Million to $1 Million Estimated Debts: $1 Million to $1 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Progressive Communications, $451,780 Int. 1001 Sand Pond Road Lake Mary, FL 32746 Seeger Map Company, Inc $337,556 401 Main street Racine, wi 53403 Transcontinental Printing $251,591 Attention: Michel Boivin 395 Lebeau Saint-laurent, CA H4N1S2 R.M.S.I. Private Limited $173,561 Delorme Mapping Co. $76,991 American Express $67,031 The S.B.A.M. Plan $65,550 Grotenhuis Foster Swift Collins & Smith $65,368 La Berge Printers, Inc. $61,150 G.D.T./Teleatlas $44,995 Custom Cartographics $43,406 National Assembling $43,295 Langham $32,208 V.K.S., Inc $30,295 Crocker, Crocker & Whelan $30,295 United Parcel Service $25,703 De Lage Landen Financial $24,999 Serv. Mapsco, Inc. $24,340 Commercial Survey Co. $23,818 D.M.B. Graphic Arts, Inc. $21,935 US DRY: Inks $6. 1 Mil. Master Purchase Deal with Shareholders -------------------------------------------------------------- U.S. Dry Cleaning Corporation, together with USDC Fresno Inc., a wholly owned subsidiary, and USDC Fresno 2 Inc., a wholly owned subsidiary, entered into a Master Purchase Agreement with Team Enterprises Inc., Bell Hop Cleaners of California Inc., Team Equipment Inc., Fabricare Services Inc, Andrew B. Jones, as Shareholders' Agent, and for certain limited purposes, the shareholders of Team Enterprises, Bell Hop, Team Equipment and FSI. The total purchase price of the Purchased Assets is $6,134,000. The purchase price is composed of $3,067,000 in cash and $3,067,000 in the form of shares of Parent common stock, valued at the average closing price of the Parent common stock for each of the five consecutive trading days ending with and including the second complete trading day prior to the acquisition closing date, subject to a maximum price of $3.50 per share. The Purchase Agreement provides for, subject to the terms and conditions, the acquisition of substantially all of the assets, and certain of the liabilities, of Team Enterprises, Bell Hop, Team Equipment and FSI, which are affiliated companies engaged in the retail dry cleaning business and operating 18 dry cleaning stores in and around Fresno, California and 2 dry cleaning stores in Arizona. To date, substantially all lease assignments relating to the dry cleaning stores have been approved. At the acquisition closing date, Parent will deposit with an escrow agent $2,000,000 of Parent common stock as partial satisfaction of the purchase price and will enter into an Escrow Agreement with Andrew B. Jones, as Shareholders' Agent, and the Escrow Agent. The board of directors of parent, Fresno Sub, Fresno 2 Sub, Team Enterprises, Bell Hop, Team Equipment and FSI have unanimously approved the Purchase Agreement and the parties have made customary representations, warranties and covenants in the Purchase Agreement for a transaction of this type. The survival period of the representations and warranties made by the parties is 24 months. Team Enterprises, Bell Hop, Team Equipment and FSI will indemnify Parent for any breaches of their representations and warranties and covenants up to a maximum amount of the Escrow Shares deposited into escrow. Parent, Fresno Sub and Fresno 2 Sub will only assume equipment leases and other specified liabilities of Team Enterprises, Bell Hop, Team Equipment and FSI in the acquisition, and will not assume any indebtedness for borrowed money. Fresno Sub has agreed to enter into a three year Employment Agreement with Tom Jones as district president - Fresno. The Employment Agreement will provide for, among other things, base compensation and severance through the term of the Employment Agreement in the event Mr. Jones is terminated by the company without cause. Fresno Sub and Fresno 2 Sub will enter into a Non-Compete Agreement with each of the Shareholders for a five year term. Subject to the terms and conditions of the Non-Compete Agreement, the Shareholders will not: (i) engage in any "Competitive Activity" in the "Restricted Territory"; or (ii) obtain any benefit from any affiliate of the Shareholder engaged in any Competitive Activity in the Restricted Territory. None of Team Enterprises, Bell Hop, Team Equipment or FSI has had any material relationship or association with Parent. About US Dry Cleaning Headquartered in Palm Springs, California, U.S. Dry Cleaning Corporation fka First Virtual Communications Inc.(OTC:UDRY) -- http://www.usdrycleaning.com/-- is engaged in laundry and dry cleaning business and operates in Honolulu and Palm Springs. the company was incorporated in October 1993. Going Concern Doubt Squar, Milner, Miranda & Williamson, LLP, expressed substantial doubt about US Dry Cleaning Corporation's ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Sept. 30, 2006. The auditing firm pointed to the company's recurring losses from operations and accumulated deficit of approximately $6.9 million at Sept. 30, 2006. WELLS FARGO: Fitch Cuts Rating on $32.84 Million Certificates ------------------------------------------------------------- Fitch Ratings has taken these rating actions on Wells Fargo Home Equity asset-backed certificates. Affirmations total $600.1 million and downgrades total $32.84 million. Break Loss percentages and Loss Coverage Ratios for each class is included with the rating actions as: Wells Fargo, series 2006-2 -- $492.3 million class A affirmed at 'AAA' (BL: 73.91, LCR: 8.27); -- $30 million class M-1 affirmed at 'AA+' (BL: 24.29, LCR: 2.72); -- $25.5 million class M-2 affirmed at 'AA' (BL: 21.56, LCR: 2.41); -- $14.6 million class M-3 affirmed at 'AA-' (BL: 19.76, LCR: 2.21); -- $13 million class M-4 affirmed at 'A+' (BL: 17.70, LCR: 1.98); -- $13 million class M-5 affirmed at 'A' (BL: 15.63, LCR: 1.75); -- $11.8 million class M-6 affirmed at 'A-' (BL: 13.74, LCR: 1.54); -- $11.4 million class M-7 downgraded to 'BB+' from 'BBB+' (BL: 9.60, LCR: 1.07); -- $8.9 million class M-8 downgraded to 'BB-' from 'BBB' (BL: 8.31, LCR: 0.93); -- $4.5 million class M-9 downgraded to 'B+' from 'BBB-' (BL: 7.60, LCR: 0.85); -- $8.1 million class M-10 downgraded to 'CCC' from 'BB+' (BL: 6.62, LCR: 0.74). Deal Summary -- Originators: (100% Wells Fargo); -- 60+ day Delinquency: 12.44%; -- Realized Losses to date (% of Original Balance): 0.04%; -- Expected Remaining Losses (% of Current Balance): 8.94%; -- Cumulative Expected Losses (% of Original Balance): 7.14%. WHITE BIRCH: Weak Liquidity Profile Cues Moody's to Cut Ratings --------------------------------------------------------------- Moody's Investors Service downgraded the long term ratings of White Birch Paper Company. Specifically, Moody's downgraded the first lien senior secured term loan to Caa1 from B1 and the second lien senior secured term loan to Caa2 from Caa1. In addition, Moody's downgraded the company's senior secured revolving credit facility to B1 from Ba3, its corporate family rating to Caa1 from B2, and its speculative grade liquidity rating to SGL-4 from SGL- 2. The rating outlook is stable. The rating action reflects Moody's view that over the next twelve months the company's liquidity profile will be weak, primarily due to the continuing unfavorable trends within the newsprint industry contributing to very tight covenant headroom. Declines in consumption rates for newsprint, a stronger Canadian dollar, weak pricing, and escalating costs for wastepaper and energy generated weaker than expected operating and cash flow performance in the second quarter of 2007. With the expectation that certain of these trends will not abate in the short-term, Moody's believes operating performance in the third quarter will be worse than the second quarter. As a result, White Birch may be required to obtain waivers or amendments to its financial covenants under its credit facilities in order to maintain access to its revolver. Alternatively, the company could cure a possible covenant violation with an equity contribution. Moody's SGL ratings and SGL rating methodology do not assume that borrowers will be able to obtain waivers or amendments or equity infusions, hence the 2-notch drop in the speculative grade rating to SGL-4, indicating weak liquidity. In addition to the weak liquidity, the downgrade of the corporate family rating to Caa1 reflects the company's reliance on a single commodity product, the cyclical nature of newsprint prices, and significant competitive pressures. The last rating action occurred on May 9, 2007. Moody's assigned ratings for White Birch's new term loans whereby the proceeds were used to refinance the company's existing debt. At the time, Moody's stated that significant declines in newsprint pricing, consumption rates, and elevated wastepaper costs in 2007 made it unlikely that White Birch would sustain its recent operating performance and significantly reduce debt levels. High wastepaper or ONP costs have been attributable to strong demand in China. Moody's continues to expect that these factors, along with a stronger Canadian dollar, will weaken the company's operating margins over the next twelve months. Downgrades: Issuer: White Birch Paper Company -- 1st Lien Sr. Sec. Term Loan, Downgraded to Caa1 from B1 and a range of 45-LGD3 -- 2nd Lien Sr. Sec. Term Loan, Downgraded to Caa2 from Caa1 and a range of 75--LGD5 -- Sr. Sec. Revolving Credit Facility, Downgraded to B1 from Ba3 and a range of 20-LGD2 -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-2 White Birch Paper Company, headquartered in Greenwich, Connecticut, is a producer of newsprint and directory paper in North America. * Bell Boyd's Bankruptcy Practice Expands with Eight Attorneys -------------------------------------------------------------- Bell Boyd & Lloyd LLP has expanded its bankruptcy practice with the addition of eight attorneys who have joined the firm from Freeborn & Peters LLP. Harley J. Goldstein who was noted for his skill as counsel in some of the nation's highest profile corporate insolvency proceedings, will chair Bell Boyd's Bankruptcy and Restructuring Group. Also joining Bell Boyd are James E. Morgan as partner and Sven T. Nylen, Matthew E. McClintock, Joseph B. DiRago, Sarah H. Bryan and Jeffrey M. Heller as associates. Professor Clinton W. Francis also joins the firm as a consultant. "We are very pleased to welcome this prominent group of bankruptcy practitioners to Bell Boyd," Jack McCarthy, the firm's chairman, said. "Their considerable experience and legal skill as advisors in complex insolvency cases combined with the strength of our long established bankruptcy practice, dating back over 15 years, will enhance the services we offer to clients across the country and internationally." Mr. Goldstein has gained a reputation as an energetic litigator with an impressive roster of successful results in bankruptcy proceedings. Two years ago, at the age of 32, he was named to the Law Bulletin Publishing Company's 40 Illinois Attorneys Under Forty to Watch. "Bell Boyd provides the robust and comprehensive platform necessary to help us pursue successfully the interests of our clients who must navigate the current economic waters, including the fallout from the subprime mortgage crisis," said Mr. Goldstein. The new lawyers represent secured and unsecured creditors, debtors, committees, trustees, equity security holders and other parties in all transactional and litigation aspects of bankruptcy cases. They have successfully reorganized or liquidated numerous companies both out-of-court and through chapter 11 proceedings. They also represent lenders and borrowers in out-of-court operational and financial restructurings. About Bell Boyd & Lloyd LLP Headquartered in Chicago, Illinois, Bell Boyd & Lloyd LLP's Bankruptcy and Restructuring Group -- http://www.bellboyd.com/ -- has practiced in jurisdictions throughout the country helping to resolve the difficult issues involving business insolvency and restructuring for clients in the financial services, manufacturing, technology, energy, health care and real estate industries. * Gregory Miller & 11 Lawyers Join Drinker Biddle's Pa. Office -------------------------------------------------------------- Gregory P. Miller and 11 additional lawyers from premier boutique firm Miller Alfano & Raspanti PC, are joining the Philadelphia office of Drinker Biddle & Reath LLP. Mr. Miller, who is managing partner of Miller Alfano, will be joining Drinker Biddle as a partner. Four of Miller's colleagues, Heather C. Giordanella, Maria L.H. Lewis, Gregg W. Mackuse and Stephen G. Stroup, will be joining as counsel to the firm. Seven other lawyers will be associates at Drinker Biddle when the move becomes official on Jan. 1, 2008. Mr. Miller is known nationally for his role in the Fen-Phen litigation. A former assistant U.S. attorney and chief of the Criminal Division at the Philadelphia U.S. Attorney's Office, Miller has a substantial practice in the areas of white collar criminal defense and securities and accounting litigation. "This is a coup -- a unique opportunity for us to count someone as talented and respected as Greg Miller as a colleague," said Drinker Biddle Chairman Alfred W. Putnam, Jr. "He is one of the most highly regarded lawyers in the Commonwealth, and we expect that we can provide him and his team with opportunities across the country." The dozen new lawyers are part of Drinker Biddle's ongoing strategy of adding lawyers that fit the firm's values and reputation, Andrew C. Kassner, Drinker Biddle's executive partner, said. "We don't grow for growth's sake, and we're not looking to get bigger just to be big," he said. "Instead, we're looking for top-notch lawyers who want a collegial environment where they have the freedom to serve their clients the best way possible. Accomplished and well-respected lawyers like Greg and his Miller Alfano colleagues are just the kind of people we're looking for." "I've known many Drinker Biddle lawyers in my career, and I've always been impressed with their high level of professionalism and integrity, along with their creativity and tenacity," said Mr. Miller, who has been practicing law for more than 30 years. "They know how to win and – more importantly -- are best at achieving the right result for their clients." "While a large part of his and his colleagues' practices in Philadelphia are national in scope, Drinker Biddle's presence in other major legal markets like Chicago, Washington, D.C., New Jersey, New York and San Francisco will allow them to focus on serving an even wider array of clients nationwide," he added. Wilson M. Brown III, chair of Drinker Biddle's Commercial Litigation Practice Group, said the addition of Mr. Miller and his colleagues is a natural fit. "Many of our lawyers here in Philadelphia and around the country know them and have great respect for the quality of their work," Mr. Brown said. "They are first-rate people who will thrive and succeed here." In addition to Miller, Giordanella, Lewis, Mackuse and Stroup, the other lawyers joining Drinker Biddle as associates are William L. Carr, Joshua Gayl, Richard A. Hunter, A. Kristina Littman, Riley H. Ross III, Billy J. Smith and Nicole B. Stach. Since his appointment in 1998, Mr. Miller has performed a variety of functions as the Special Master in the Fen-Phen multidistrict litigation, including monitoring the progress of discovery in more than 40,000 individual claims. He has been asked to serve as a special master or mediator in federal or state cases, and he is a founding member of the Academy of Court Appointed Masters. Mr. Miller's securities litigation work has included counseling a Big Four accounting firm engagement partner in an action brought by the Securities & Exchange Commission and representing directors and officers who are defendants in securities class actions. He has served as outside counsel to the Philadelphia Stock Exchange and is active in representing defendants in SEC actions involving late trading, market timing and improper management of a hedge fund. Mr. Miller entered private practice in 1984 after almost a decade of public service, first as an officer in the U.S. Navy, Judge Advocate General's Corps, and later with the U.S. Attorney's Office in Philadelphia. While a federal prosecutor, he became nationally known in the health care enforcement area, prosecuting the landmark health care fraud case United States v. Greber, which established new law in the area of Medicare kickbacks. Mr. Miller is also a frequent author and lecturer in the area of legal ethics. He served six years on the Disciplinary Board for the Supreme Court of Pennsylvania, chairing its Rules Committee. He is currently the chair of the Pennsylvania Board of Law Examiners. Ms. Giordanella works extensively on cases involving employment and ERISA disputes, in addition to general commercial litigation and Special Master services. She was honored as one of two outstanding members of the year by the National Association of Women Lawyers and has been elected to serve as an at-large member of the group's executive board. Ms. Lewis focuses her practice on employment and commercial disputes. A Harvard Law School graduate, she began her career as an assistant district attorney in the Philadelphia District Attorney's Office, where she tried hundreds of preliminary hearings and bench trials. Last year, the Philadelphia Legal Intelligencer named her as one of the women "On the Verge" in the city's legal community. Mr. Mackuse focuses his practice on a variety of complex commercial litigation matters, including complex and health care fraud cases and corporate internal investigations. He has extensive experience in insurance regulatory issues, insolvency proceedings and insurance coverage disputes. Mr. Stroup concentrates his practice on defending SEC regulatory investigations and enforcement actions in addition to commercial disputes. He is both a Certified Public Accountant and Certified Fraud Examiner, with prior experience in the accounting and auditing profession. He is currently a national director for the American Association of Attorney-Certified Public Accountants. Miller Alfano's other name partners, Marc S. Raspanti and Gaetan J. Alfano, and several other lawyers are joining the Philadelphia office of Pittsburgh-based Pietragallo Bosick & Gordon. About Drinker Biddle & Reath LLP Headquartered in Philadelphia, Drinker Biddle & Reath LLP -- http://www.drinkerbiddle.com/-- is a law firm concentrating on providing clients with the best possible service in areas such as corporate and securities, commercial litigation, health care, communications litigation, products liability and mass tort, intellectual property, HR law, real estate, corporate restructuring, government and regulatory affairs,environmental, insurance, investment management and private client services. Drinker Biddle has more than 650 lawyers in 12 offices nationwide, with more than 300 litigators practicing in Philadelphia; Chicago; Washington, D.C.; New York City; San Francisco; Los Angeles; Milwaukee; Wilmington, Del.; Florham Park, N.J.; Princeton, N.J.; Berwyn, Pa.; and, Albany, N.Y. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- Recent Chapter 11 cases filed with assets and liabilities below $1,000,000: In Re John Mark Smith Bankr. E.D. Ark. Case No. 07-14863 Chapter 11 Petition filed September 5, 2007 See http://bankrupt.com/misc/akeb07-14863.pdf In Re Searchtech Medical, Inc. Bankr. N.D. Calif. Case No. 07-52762 Chapter 11 Petition filed September 5, 2007 See http://bankrupt.com/misc/canb07-52762.pdf In Re American Portable Toilets, Inc. Bankr. S.D. Fla. Case No. 07-17274 Chapter 11 Petition filed September 5, 2007 See http://bankrupt.com/misc/flsb07-17274.pdf In Re David Nass Bankr. N.D. Ill. Case No. 07-16204 Chapter 11 Petition filed September 5, 2007 See http://bankrupt.com/misc/ilnb07-16204.pdf In Re Graduate Construction, Inc. Bankr. E.D. Mich. Case No. 07-57641 Chapter 11 Petition filed September 5, 2007 See http://bankrupt.com/misc/mieb07-57641.pdf In Re Powell's Place, L.L.C. Bankr. N.D. Calif. Case No. 07-31155 Chapter 11 Petition filed September 5, 2007 Filed as Pro Se In Re Anthony Maurice Centonze Bankr. M.D. Tenn. Case No. 07-06443 Chapter 11 Petition filed September 5, 2007 See http://bankrupt.com/misc/tnmb07-06443.pdf In Re Deerfield Estates, Inc. Bankr. W.D. Virginia Case No. 07-71381 Chapter 11 Petition filed September 5, 2007 See http://bankrupt.com/misc/vawb07-71381.pdf In Re Warehouse Operations, Inc. Bankr. E.D. Calif. Case No. 07-90954 Chapter 11 Petition filed September 6, 2007 See http://bankrupt.com/misc/caeb07-90954.pdf In Re Picture Perfect Lawn and Landscaping, Inc. Bankr. M.D. Fla. Case No. 07-03878 Chapter 11 Petition filed September 6, 2007 See http://bankrupt.com/misc/flmb07-03878.pdf In Re Whirlwind, Inc. Bankr. E.D. La. Case No. 07-11670 Chapter 11 Petition filed September 6, 2007 See http://bankrupt.com/misc/laeb07-11670.pdf In Re 405 W. Main Street, L.L.C. Bankr. D. Md. Case No. 07-18499 Chapter 11 Petition filed September 6, 2007 See http://bankrupt.com/misc/mdb07-18499.pdf In Re At Your Service Cleaning Contractors Inc. Bankr. E.D. Mich. Case No. 07-32975 Chapter 11 Petition filed September 6, 2007 See http://bankrupt.com/misc/mieb07-32975.pdf In Re Richard J. Russell Bankr. W.D. Penn. Case No. 07-71002 Chapter 11 Petition filed September 6, 2007 See http://bankrupt.com/misc/pawb07-71002.pdf In Re Chemistry and Technology for Genes, Inc. Bankr. N.D. Calif. Case No. 07-52779 Chapter 11 Petition filed September 6, 2007 Filed as Pro Se In Re Life Restaurant Group, L.L.C. Bankr. S.D. Tex. Case No. 07-36221 Chapter 11 Petition filed September 6, 2007 Filed as Pro Se In Re Robert Leslie Beard Bankr. M.D. Tenn. Case No. 07-06490 Chapter 11 Petition filed September 6, 2007 See http://bankrupt.com/misc/tnmb07-06490.pdf In Re William Thomas Winchester Bankr. W.D. Tenn. Case No. 07-28512 Chapter 11 Petition filed September 6, 2007 See http://bankrupt.com/misc/tnwb07-28512.pdf In Re Medicus Graphics Center Bankr. C.D. Calif. Case No. 07-17870 Chapter 11 Petition filed September 7, 2007 See http://bankrupt.com/misc/cacb07-17870.pdf In Re Ole' Ole', L.L.C. Bankr. M.D. Fla. Case No. 07-04184 Chapter 11 Petition filed September 7, 2007 See http://bankrupt.com/misc/flmb07-04184.pdf In Re Tom Hayden Painting & Pressure Washing, Inc. Bankr. M.D. Fla. Case No. 07-08185 Chapter 11 Petition filed September 7, 2007 See http://bankrupt.com/misc/flmb07-08185.pdf In Re Rickie Allen Bair Bankr. N.D. Ind. Case No. 07-12536 Chapter 11 Petition filed September 7, 2007 See http://bankrupt.com/misc/innb07-12536.pdf In Re B.B.&C. Construction Co. Inc. Bankr. W.D. Penn. Case No. 07-25658 Chapter 11 Petition filed September 7, 2007 See http://bankrupt.com/misc/pawb07-25658.pdf In Re Lovette Pourhouse Properties, L.L.P. Bankr. W.D. Penn. Case No. 07-71011 Chapter 11 Petition filed September 7, 2007 See http://bankrupt.com/misc/pawb07-71011.pdf In Re T.C. Leasing, L.L.C. Bankr. M.D. Fla. Case No. 07-04161 Chapter 11 Petition filed September 7, 2007 Filed as Pro Se In Re Trans Continental Publishing, Inc. Bankr. M.D. Fla. Case No. 07-04160 Chapter 11 Petition filed September 7, 2007 Filed as Pro Se In Re R.M.G. Business Enterprises, Inc. Bankr. E.D. Va. Case No. 07-12471 Chapter 11 Petition filed September 8, 2007 See http://bankrupt.com/misc/vaeb07-12471.pdf In Re T.J.S. Equipment, Inc. Bankr. S.D. Ill. Case No. 07-31804 Chapter 11 Petition filed September 10, 2007 See http://bankrupt.com/misc/ilsb07-31804.pdf In Re Lujacq Lease Company, Inc. Bankr. E.D. La. Case No. 07-11709 Chapter 11 Petition filed September 10, 2007 See http://bankrupt.com/misc/laeb07-11709.pdf In Re Julie A.L. McDermott Bankr. D. Mass. Case No. 07-15701 Chapter 11 Petition filed September 10, 2007 See http://bankrupt.com/misc/mab07-15701.pdf In Re Belmont Properties, L.L.C. Bankr. D. N.J. Case No. 07-22898 Chapter 11 Petition filed September 10, 2007 See http://bankrupt.com/misc/njb07-22898.pdf In Re David Elias Zamora Bankr. D. N.M. Case No. 07-12225 Chapter 11 Petition filed September 10, 2007 See http://bankrupt.com/misc/nmb07-12225.pdf In Re Elizabeth Francis Ryan Bankr. D. N.J. Case No. 07-22907 Chapter 11 Petition filed September 10, 2007 Filed as Pro Se In Re S.W.J. Holdings, L.L.C. Bankr. D. N.J. Case No. 07-22951 Chapter 11 Petition filed September 10, 2007 Filed as Pro Se In Re James E. Anderson Bankr. W.D. Wisconsin Case No. 07-13527 Chapter 11 Petition filed September 10, 2007 Filed as Pro Se In Re Michael Anthony Adams Bankr. N.D. Calif. Case No. 07-42918 Chapter 11 Petition filed September 10, 2007 Filed as Pro Se In Re Joaquin S. Castro Bankr. S.D. Calif. Case No. 07-04999 Chapter 11 Petition filed September 10, 2007 Filed as Pro Se In Re Casa Blanca Group, L.L.C. Bankr. D. Ariz. Case No. 07-00461 Chapter 11 Petition filed September 11, 2007 See http://bankrupt.com/misc/azb07-00461.pdf In Re Lisa` Marie Purselley Bankr. D. Ariz. Case No. 07-04541 Chapter 11 Petition filed September 11, 2007 See http://bankrupt.com/misc/azb07-04541.pdf In Re Seeds of Greatness Child Development Center, Inc. Bankr. N.D. Ga. Case No. 07-74815 Chapter 11 Petition filed September 11, 2007 See http://bankrupt.com/misc/ganb07-74815.pdf In Re Courthouse Grill L.L.C. Bankr. N.D. Ill. Case No. 07-72168 Chapter 11 Petition filed September 11, 2007 See http://bankrupt.com/misc/ilnb07-72168.pdf In Re Cidra Memorial, Inc. Bankr. D. P.R. Case No. 07-05171 Chapter 11 Petition filed September 11, 2007 See http://bankrupt.com/misc/prb07-05171.pdf In Re Fair Seas, L.L.C. Bankr. C.D. Calif. Case No. 07-12876 Chapter 11 Petition filed September 11, 2007 Filed as Pro Se In Re J.M.V. International Development Bankr. E.D. Mo. Case No. 07-45945 Chapter 11 Petition filed September 11, 2007 Filed as Pro Se ********* 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 R. 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 ***