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/raid1/www/Hosts/bankrupt/TCR_Public/071031.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, October 31, 2007, Vol. 11, No. 258 Headlines ABS FOOD GROUP: Voluntary Chapter 11 Case Summary AGILYSYS INC: Appoints Eileen M. Rudden as Board Member ALASKA COMMS: Sept. 30 Balance Sheet Upside-Down by $28.3 Million ALLTEL CORP: FCC Approves $27.5 Billion Atlantis Deal ALPHARMA INC: Earns $15.1 Million in Third Quarter Ended Sept. 30 AMCAN CONSOLIDATED: CIT Terminates CDN$7 Million DIP Facility AMCAN CONSOLIDATED: Monitor Supports Sale of 9 Hillyard Property AMORTIZING RESIDENTIAL: Fitch Cuts Ratings on Three Certs. to B ASAT HOLDINGS: Regains Nasdaq Listing Compliance ASSET BACKED: Credit Reduction Cues S&P to Downgrade Ratings ATLANTIC YARNS: Tight Access to Market Prompts Bankruptcy Filing BAUSCH & LOMB: Completes Sale to Warburg Pincus for $4.5 Billion BAUSCH & LOMB: Moody's Confirms and Will Withdraw Ratings BAYONNE MEDICAL: Asset Sale Hearing to Be Held Today BAYOU GROUP: Former Investors Want Part of $106MM Fund Reserved BEAZER HOMES: Completes Consent Solicitation from Noteholders BOMBARDIER INC: Balks at SAS Decision to Ground Q400 Aircrafts BOMBAY CO: Court Approves Cooley Godward as Panel's Lead Counsel BOMBAY CO: Committee Can Hire Forshey & Prostok as Local Counsel BRAND ENERGY: Moody's Holds B2 Corporate Family Rating BREEZE-EASTERN: Earns $800,000 in Quarter Ended September 30 BROTMAN MEDICAL: Taps Klee Tuchin as Bankruptcy Counsel BROTMAN MEDICAL: Taps Kurtzman Carson as Claims & Noticing Agent CAROL WHITE: Case Summary & Six Largest Unsecured Creditors CASTLE ROCK: Judge Jennemann Confirms Plan of Reorganization CHRYSLER LLC: UAW Members Ratify 2007 National Labor Agreement CHRYSLER LLC: UAW's Narrow Approval Cues S&P to Retain Watch CITIGROUP HOME: Fitch Lowers Class M5 Certs.' Rating to BB CLAYTON HOLDINGS: S&P Revises Outlook to Stable from Positive COLUMBIA AIRCRAFT: Court Okays Tonkon Torp as Bankruptcy Counsel COLUMBIA AIRCRAFT: U.S. Trustee Amends Committee Appointment COLUMBIA AIRCRAFT: Committee Hires McEwen Gisvold as Counsel COVAD COMMS: Signs Definitive Agreement with Platinum Equity CRDENTIA CORP: Completes $5 Mil. Private Placement Offering CRDENTIA CORP: Completes $3.3 Million ATS Health Acquisition CSK AUTO: Weak Performance Cues S&P to Cut Credit Rating to B DELPHI CORP: Amends Chapter 11 Reorganization Plan DUNE ENERGY: Commences $300MM Exchange Offer for 10-1/2% Notes FANNIE MAE: Fitch Lowers $1.9MM Class B-3 Certs.' Rating to BB FHC HEALTH: S&P Removes 'B' Credit Rating from Negative Watch FORD CREDIT: S&P Places 'BB' Rating Under Positive CredtiWatch FOUR POINTS: Case Summary & 20 Largest Unsecured Creditors FRED WEBB: Case Summary & 14 Largest Unsecured Creditors GAP INC: Issues Statement on Child Labor Allegations GATEHOUSE MEDIA: To Buy Morris Publications for $115 Million GENCORP INC: Fitch Affirms and then Withdraws Ratings GLOBAL POWER: Sells Braden's Asset to Prestige for $575,000 HAWTHORNE GRANDE: Case Summary & 20 Largest Unsecured Creditors HOST HOTELS: Christopher J. Nassetta Resigns as President and CEO ISOTIS INC: Stockholders Approve Sale of Company to Integra JAYS FOODS: Gets Interim OK to Access $25.4 Mil. LaSalle DIP Fund JFK MEDICAL: Poor Performance Cues Moody's to Cut Ratings JOYCE DON: CFI Wants Chapter 11 Case Dismissed on Bad Faith KELLWOOD COMPANY: Robert Siegel Joins the Board of Directors KHALED ANBER: Voluntary Chapter 11 Case Summary KITTY HAWK: Section 341(a) Meeting Scheduled on November 14 KITTY HAWK: U.S Trustee Appoints Nine-Member Creditors Committee LAFAYETTE NEIGHBORHOOD: Section 341(a) Scheduled on November 16 LIONEL LLC: Court Says Disclosure Statement is "Adequate" LIONEL LLC: Plan Confirmation Hearing Slated for January 31 MACTARA LIMITED: Files Protection from Creditors Under CCAA MAGNA ENTERTAINMENT: Completes $20 Million Private Placement MATTHEWS BROTHERS: Risks Bankruptcy Filing Amid Housing Slump MEDICOR LTD: Exclusive Plan Filing Period Extended Until Dec. 26 MICHAELS STORES: S&P Holds B Rating and Revises Outlook to Pos. MICRON TECHNOLOGY: Appoints Robert L. Bailey as Director MORGAN STANLEY: Fitch Holds Low-B Ratings on Six Cert. Classes MOVIE GALLERY: U.S. Trustee Amends Creditors Committee Composition MOVIE GALLERY: Wants Lease Rejection Procedures Approved MOVIE GALLERY: Wants to Perform Under Sopris Lock Up Agreement MUHLENBERG REGIONAL: Moody's Lowers Bond's Rating to Ba1 NEW ORLEANS: S&P Rates $74 Million Public Improvement Bonds at BB O'NEIL THEATRES: Case Summary & 20 Largest Unsecured Creditors PAC-WEST TELECOMM: Plan Confirmation Hearing Moved to November 8 PHARMED GROUP: Plans to Downsize Through Bankruptcy PHILLIP BALL: Case Summary & Three Largest Unsecured Creditors PIER 1: S&P Withdraws All Ratings at Company's Request POPE & TALBOT: CCAA Protection Cues S&P to Put Default Ratings POPE & TALBOT: Moody's Cuts Corporate Family Rating to Ca PUGET ENERGY: Macquarie Deal Cues Moody's to Review Ratings RESOURCE EQUITY: Case Summary & Four Largest Unsecured Creditors SALOMON BROTHERS: Fitch Cuts Class MV-4 Certs.' Rating to BB SAMARITAN HOSPITAL: Moody's Rates 2007 Fixed Rate Bonds at B1 SAMSONITE CORP: Completed CVC Deal Cues S&P to Withdraw Ratings SASCO MORTGAGE: Fitch Cuts Class B Certs.' Rating to BB- SCO GROUP: Court Approves Berger Singerman as Co-Counsel SCO GROUP: Gets Court OK to Hire Pachulski Stang as Co-Counsel SECURE COMPUTING: Posts $10.1 Million in Quarter Ended Sept. 30 STELCO INC: Gets Regulatory Nods for Acquisition by U.S. Steel STRUCTURED ASSET: Fitch Takes Rating Actions on Six Deals SUPERMERCADOS BONANZA: Case Summary & 35 Largest Unsec. Creditors SUSSER HOLDINGS: Units Plan to Offer $150 Million Senior Notes SUSSER HOLDINGS: Moody's Confirms B1 Corporate Family Rating SUSSER HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating TERWIN MORTGAGE: Moody's Rates Class B-1 Certificates at Ba2 TWEETER HOME: Committee Wants to Pursue Potential Actions TWEETER HOME: Wants to Assume & Assign Mitsubishi Contract TWEETER HOME: Zurich Group Wants to Terminate Insurance Policies ULTITEK LTD: Sept. 30 Balance Sheet Upside-Down by $796,924 URBAN DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors URS CORP: Postpones Special Stockholders Meeting to November 9 UTIX GROUP: June 30 Balance Sheet Upside-Down by $2.7 Million VALERO ENERGY: R. Marcogliese Promoted to Chief Operating Officer VENTAS INC: Lisa M. Brush Joins as Senior Vice President VISANT HOLDING: Moody's Changes Outlook to Stable from Developing WASHINGTON MUTUAL: Fitch Junks Rating on Class B-5 Certificates WELLCARE HEALTH: Shares Hit 3-Year Low on Halted Expansion Plans WELLS FARGO: Fitch Assigns Low-B Ratings on Two Cert. Classes WELLS FARGO: Fitch Assigns Low-B Ratings on Two Cert. Classes WESTWAYS FUNDING: Fitch Downgrades Ratings on Two Note Classes WESTWAYS FUNDING: Fitch Lowers Ratings on Three Note Classes WILD WEST: Court Ups Post-Petition Loan Limit to $200,000 * Upcoming Meetings, Conferences and Seminars ********* ABS FOOD GROUP: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: A.B.S. Food Group, Inc. t/a Thirsty Moose 201 Strykers Road, Suite 19 #212 Phillipsburg, NJ 08865 Bankruptcy Case No.: 07-25755 Type of Business: The Debtor owns and operates restaurants. Chapter 11 Petition Date: October 29, 2007 Court: District of New Jersey (Trenton) Judge: Raymond T. Lyons Jr. Debtor's Counsel: Alexander J. Rinaldi, Esq. Salny, Redbord and Rinaldi 9 Eyland Avenue at Route 10 Succasunna, NJ 07876 Tel: (973) 584-1520 Fax: (973) 584-5377 Estimated Assets: Unstated Estimated Debts: Unstated The Debtor does not have any unsecured creditors who are not insiders. AGILYSYS INC: Appoints Eileen M. Rudden as Board Member ------------------------------------------------------- Agilysys Inc. reported that Eileen M. Rudden has been appointed to its nine-member board of directors to fill the vacancy created by the retirement of Thomas C. Sullivan. Ms. Rudden, 57, succeeds Mr. Sullivan, 70, who retired on Oct. 24, 2007, after 23 years of service on the board. Ms. Rudden most recently served as vice president and general manager of the Unified Communications Division of Avaya Inc., a $5.1 billion provider of communications systems. Avaya designs, builds and manages communications networks for more than 1 million businesses worldwide, and is a global leader in secure and reliable Internet Protocol telephony systems and communications software applications and services. Before joining Avaya, Ms. Rudden was a 14-year veteran of IBM's Lotus Software unit, where she was senior vice president and general manager responsible for Lotus Notes and Domino, the leading e-mail and groupware provider. Under her leadership, revenue for Lotus Notes/Domino tripled to $700 million worldwide while users grew from 5 million to 50 million in four years. Before joining Lotus Development in 1986, she was a director at Wang Laboratories and a manager at The Boston Consulting Group. Ms. Rudden is also the former CEO of FairMarket Inc., which was sold to eBay. She currently serves as a trustee of Brown University, where she is the chair of the audit committee and a member of the advisory and executive committee. From 1999 until May of 2007, Rudden served as board member and audit committee member at John H. Harland Company, recently sold to M&F Worldwide. Between 1996 and 2004, Ms. Rudden was a trustee of Lesley University, serving as treasurer, chair of the finance committee and chair of the audit committee during her tenure. Ms. Rudden is a member of the advisory board of the Pew Charitable Trust's Internet and American Life Project, as well as the Massachusetts Business Alliance for Education. A graduate of Brown University, Ms. Rudden also earned a master's degree in business administration from Harvard University. "Eileen's vast knowledge of the information technology solutions business will be an invaluable asset to our board and our company as we continue our growth as a leading provider of IT solutions," said Arthur Rhein, chairman, president and chief executive officer. "I am confident that Eileen's contributions to the board will be felt immediately." Mr. Sullivan, chairman of RPM International Inc., was an Agilysys board member from 1984 through October 2007. "On behalf of the board, our shareholders and the entire management team, I would like to thank Tom for his years of dedicated service to Agilysys," Mr. Rhein said. "His extensive knowledge regarding mergers and acquisitions and his business insight have been of immense help as we mapped our strategic transformation. We greatly appreciate his many contributions." About Agilysys Inc Based in Mayfield Heights, Ohio, Agilysys Inc. (Nasdaq: AGYS) -- http://www.agilysys.com/-- is one of the distributors and resellers of enterprise computer technology solutions. The company is delivering complex server and storage hardware, software and services to resellers, large and medium-sized corporate customers, well as public-sector clients across a diverse set of industries. In addition, the company provides customer-centric software applications and services focused on the retail and hospitality markets. Agilysys has sales offices throughout the United States and Canada. * * * Standard and Poor's placed Agilysys Inc.'s long-term foreign and local issuer credit ratings at "BB-" in October 2004. The ratings still hold to date. ALASKA COMMS: Sept. 30 Balance Sheet Upside-Down by $28.3 Million ----------------------------------------------------------------- Alaska Communications Systems Group Inc. reported financial results for its third quarter and nine months ended Sept. 30, 2007. The company's consolidated balance sheet at Sept. 30, 2007, showed $557.1 million in total assets and $585.4 million in total liabilities, resulting in a $28.3 million total shareholders' deficit. The company posted net income of $10.7 million for the third quarter of 2007, compared to net income of $8.7 million during the third quarter of 2006. Revenues were $99.8 million, a 10.5% increase over third quarter 2006 revenues of $90.4 million. Operating income increased 15.8% to $18.6 million compared to third quarter 2006 operating income of $16.0 million. "As we announce strong third quarter results-double digit top and bottom line growth-and increase guidance for the year, we also mark today as the three year anniversary of initiating the ALSK dividend and the commitment to a major investment into a new line of business at ACS designed to continue the track record of significant shareholder value creation," said Liane Pelletier, ACS president, chief executive officer and chair. "Over the last three years, ACS has grown revenue by $70 million, or 23%, and EBITDA by $25 million, or 25%, largely due to a strategic investment to bring third generation CDMA wireless service to the Alaskan market when penetration was estimated at a low 49%. With statewide penetration now at approximately 67%, ACS clearly succeeded in capturing growth with targeted investment and quality execution. In the third quarter 2007, wireless comprised 37% of total company sales and 49% of company EBITDA." "The next growth engine for ACS will be in the enterprise market, including carrier and government, where needs for end-to-end data and voice solutions span Alaska and the Lower 48. Building a submarine fiber with superior performance characteristics, diverse routing and the most modern and cost effective technology positions ACS to compete profitably in a $200 million and growing market. ACS has been participating in this market for some time; in fact, much of the wireline growth in the third quarter and year-to-date comes from new sales to Lower 48 carriers and large commercial accounts," added Pelletier. EBITDA was $36.1 million, an increase of 11.2%, compared to $32.5 million for the year-ago period. Third quarter 2007 performance includes $1.0 million in non-recurring expense benefits. Net cash provided by operating activities increased to $31.1 million, or 16.4%, compared to $26.7 million of net cash in the same period a year ago. David Wilson, ACS senior vice president and chief financial officer, said, "The business continued to perform ahead of expectations in the third quarter with double digit percentage gains in revenue, EBITDA and cash from operations over the prior year quarter. We remain focused on ARPU growth in our traditional subscriber-based business with wireless and retail local line ARPU growing 5.5% and 1.9%, respectively, over the prior year. Complementing the success in our traditional subscriber-based business is our focus on the strategically important enterprise market, where revenues grew by 70% to $6.5 million. Given year- to-date performance, we are increasing annual guidance today for revenue, EBITDA and capital expenditures." "Our focus on capturing profitable growth in strategic telecom segments, while stringently managing our cost base through our process improvement initiatives, continues to drive cash flow expansion with cash from operations reaching $31.1 million for the quarter, up 16.4% over the prior year. Major investments and uses of cash in the quarter included capital expenditures of $15.9 million, comprising $9.7 million in maintenance capital and $6.2 million in growth capital expenditures, $4.2 million in debt redemptions, and $9.2 million in dividend payments," added Wilson. "We are comfortably positioned to fund our long haul fiber investment, having closed the quarter with $41.8 million in unrestricted cash, full access to our $45 million revolver, a net debt to EBITDA leverage ratio of only 3.0 times, and a dividend payout ratio of less than 60%," concluded Wilson. Nine Months Financial Review For the nine months ended Sept. 30, 2007, total revenues were $283.6 million, which represented a 9.9% increase over revenues of $258.1 million for the same period last year. Net income for the nine months ended Sept. 30, 2007, was $25.3 million, compared to net income of $13.9 million in the same period in 2006. Net cash provided by operating activities for the first nine months of 2007 was $77.7 million, compared to $64.6 million in the same period in 2006. EBITDA for the nine months ended Sept. 30, 2007, was $101.0 million, an increase of 11.1% from $90.9 million in the same period last year. 2007 Business Outlook For the full-year 2007, ACS is increasing its revenue, EBITDA and capital expenditure guidance. Revenues are now expected to be in the range of $370 million to $375 million versus prior guidance of $360 million to $370 million, EBITDA to be in the range of $128 million to $130 million versus prior guidance of $120 million to $124 million, and capital expenditures are expected to be approximately $67 million versus prior guidance of approximately $46 million. ACS is increasing its maintenance capital expenditure guidance to a range of $37 million to $39 million versus prior guidance of $37 million and its growth capex guidance to $29 million versus $9 million with the increase in growth capex guidance solely attributable to its long haul fiber investment. ACS is reaffirming its cash interest expense guidance which is expected to be approximately $27 million. About Alaska Communications Headquartered in Anchorage, Alaska, Alaska Communications Systems Group Inc. (Nasdaq: ALSK) -- http://www.alsk.com/-- is an integrated communications provider in Alaska, offering local telephone service, wireless, long distance, data, and Internet services to business and residential customers throughout Alaska. ALLTEL CORP: FCC Approves $27.5 Billion Atlantis Deal ----------------------------------------------------- Alltel Corp. disclosed that the Federal Communications Commission has approved the proposed acquisition of Alltel by Atlantis Holdings, LLC, a holding company for certain investment funds ultimately controlled by the principals of TPG Capital, L.P. and The Goldman Sachs Group, Inc. As reported in the Troubled Company Reporter on May 22, 2007, Alltel signed a definitive merger agreement to be acquired by Atlantis, in a transaction valued at $27.5 billion. The FCC found that the acquisition of ALLTEL by Atlantis will serve the public interest, convenience, and necessity. The transaction will not result in competitive harm in the mobile telephony market because it will not reduce the number of wireless service providers in the markets where ALLTEL operates. Also, this transaction will provide ALLTEL with additional capital, enabling the company to acquire additional spectrum and make the significant infrastructure investments necessary to rapidly deploy advanced services to rural consumers. Alltel expects the merger to close before Thanksgiving Day, Nov. 22, 2007. At close, Alltel shareholders will receive $71.50 per share in cash. Headquartered in Little Rock, Arkansas, ALLTEL Corporation (NYSE:AT) -- http://www.alltel.com/-- operates America's largest wireless network, which delivers voice and advanced data services nationwide to 12 million customers. Alltel is a Forbes 500 company with annual revenues of nearly $8 billion. * * * In May 2007, Standard & Poor's placed the company's long-term foreign and local issuer credit ratings at BB. The ratings still holds true to date. In addition, the company continues to carry Fitch's "BB-" long- term issuer default, bank loan debt, and senior unsecured debt ratings. ALPHARMA INC: Earns $15.1 Million in Third Quarter Ended Sept. 30 ----------------------------------------------------------------- Alpharma Inc. disclosed Monday results for its third quarter ended Sept. 30, 2007. The company reported net income of $15.1 million for the third quarter ended Sept. 30, 2007, compared with net income of $17.0 million for the same period last year. Revenue of $175.8 million in the third quarter of 2007 increased 6.4% versus the third quarter of 2006, driven principally by gains in the company's pharmaceuticals business. Operating income in the third quarter of 2007 was $19.7 million, a decrease of $2.5 million compared to last year's third quarter, reflecting $6.5 million of increased research and development spending, primarily related to the company's abuse-deterrent pain product platform in its pharmaceuticals business. "Third quarter operational results were once again strong, with revenue growth in our pharmaceuticals business of 22%," commented Dean Mitchell, Alpharma's president and chief executive officer. "We also made important progress in the third quarter towards strengthening and diversifying our pharmaceuticals pipeline with the announcement of two major licensing agreements that give us access to novel, exciting approaches to pain treatment. Our abuse deterrent clinical programs are proceeding well and we expect to announce results in the next several weeks. We believe we now have a robust product pipeline that we expect to deliver sustainable growth over the long-term, establishing Alpharma as a leading provider of innovative pain products." Earnings before interest, taxes, depreciation, and amortization in the third quarter of 2007 were $33.4 million and free cash flow was $9.2 million. Through the first nine months of 2007, EBITDA totaled $94.4 million and the company generated $23.3 million of free cash flow. The company's effective tax rates for the third quarters of 2007 and 2006 were 33% and 35%, respectively. The company expects its full year 2007 tax rate to be approximately 35%. This rate excludes the impact of the initial October 2007 payment, and any additional milestone payments, related to the company's licensing agreement with IDEA, for which no tax benefits are expected to be recorded in 2007. At Sept. 30, 2007, the company's consolidated balance sheet showed $1.30 billion in total assets, $522.1 million in total liabilities, and $777.7 million in total shareholders' equity. About Alpharma Inc. Headquartered in Bridgewater, New Jersey, Alpharma Inc. (NYSE: ALO) -- http://www.alpharma.com/-- is a global specialty pharmaceutical company. Alpharma is presently active in more than 60 countries. Alpharma has a growing branded pharmaceutical franchise in the U.S. pain market with its KADIAN(R)Capsules, and an innovative pharmaceutical product pipeline that consists of several novel approaches to treat pain, including the FLECTOR(R) Patch, which is expected to launch in early 2008. In addition, Alpharma is also a producer of several specialty pharmaceutical- grade bulk antibiotics and is internationally recognized as a leading provider of pharmaceutical products for poultry and livestock. * * * Alpharma Inc. still carries Standard & Poor's Ratings Services 'B+' long term foreign issuer credit and long-term local issuer credit ratings which were placed on March 23, 2007. The outlook is stable. AMCAN CONSOLIDATED: CIT Terminates CDN$7 Million DIP Facility ------------------------------------------------------------- CIT Business Credit Canada Inc. terminated its CDN$7 million debtor-in-possession financing agreement with Amcan Consolidated Technologies Corp. and its debtor-affiliates after work stoppages at Amcan's Hamilton plant early this month and with Amcan now winding down its operations. The Debtors had needed the financing due to a liquidity crisis and lack of sufficient funds to pay for operational expenses, based on their cash projections from Sept. 7, 2007 through Dec. 7, 2007. Amcan had proposed that Grenville and Flamborough will each guarantee the obligations of Amcan related to the DIP facility. Hamilton Work Stoppage and Winding Down Earlier, Amcan's key customers had an agreement with Amcan regarding the level of customer support needed to sustain operations on a going concern basis. Amcan had provided a draft accommodation agreement on Sept. 25, 2007, to which the key customers did not agree and indicated plans to resource supplies from other suppliers, instead. Amcan concluded that without revenues from key customers, its operations at the Hamilton plant are not viable, even in the short term. On Oct. 9, 2007, Amcan convened a conference call with key customers' representatives for an orderly transition of parts production to new suppliers, and as a consequence, the wind down of Amcan's operations. With the lack of sufficient liquidity, Amcan requested its key customers to fund the orderly wind down costs of the company. On Oct. 11, 2007, American Axle & Manufacturing Holdings Inc. and Magna International Inc. advised that they do not require any further production from Amcan. Chrysler LLC, on the other hand, said it requires ongoing production from Amcan to meet current production requirements and to build inventory bank in support of transitioning production to a new supplier. Amcan's die casting plant in Hamilton, Ontario employed about 59 salaried and 139 hourly workers. The hourly workers are members of the United Steel Workers of America Union, Local 4153. Amcan and the Union had a collective bargaining agreement with respect to the hourly workers at the Hamilton plant which expired on Oct. 18, 2007. The hourly employees at the Hamilton plant began an unauthorized work stoppage in the evening of Oct. 10, 2007. As a result, Amcan, its ultimate parent, Honsel International Technologies SA and certain of its key customers, including Chrysler, Magna and American Axle met with Union representatives to resolve the work stoppage. The discussions, however, did not result in the negotiation of an agreement satisfactory to the Union. Hence, each of the key customers were granted by the Court on Oct. 12, 2007, among others, permission to access Amcan's Hamilton plant in order to remove its inventory and tooling. Proposals to Resolve Work Stoppage Following the issuance of the Court order, Amcan and its monitor, Ernst & Young Inc., together with key customers and Honsel, drafted a new proposal which provides that parties contribute to a fund that would address certain of the economic issues raised by the Union and funding for Amcan's organized wind-down of operations. However, the Union said that the new proposal hadn't addressed several of its requirements and thus, refused to cease the unauthorized work stoppage. As a result, the Union drafted a counter proposal which the parties reviewed. The negotiations were finalized on Oct. 14, 2007, and the Union members, after a brief meeting with its leader, returned to work. However, salaried workers initiated an unauthorized work stoppage despite Amcan's advise to meet with them on October 15. This work stoppage effectively precluded any significant restart of the company's operations. Amcan negotiated with its salaried employees which resulted in terms substantially the same as those agreed to with the Union. As reported in the Troubled Company Reporter on Oct. 15, 2007, members of the United Steelworkers are occupying the Hamilton operation of Amcan, where company officials said on Oct. 10, 2007, they would not consider restructuring under the Companies Creditors Arrangement Act and would instead liquidate the plant. On October 15, USW Ontario/Atlantic Director Wayne Fraser, who is in the plant lead a campaign demanding that Amcan provide assurances for Union members to receive adequate severance and pension. While Amcan has been operating under CCAA protection for nearly a month, it has not said exactly when it plans to proceed with liquidation. About Amcan Consolidated Amcan Consolidated Technologies Corp. is based in Hamilton, Ontario and is the parent company of Grenville Castings Limited and Flamborough Tool and Mould Ltd. Amcan and Flamborough operate in the Hamilton and Burlinton region. Amcan is engaged in the production of parts for the light truck and passenger vehicle market. Amcan is a wholly-owned subsidiary of ACT Holdings SA, a Belgian company, which is, in turn a subsidiary of Honsel International Technologies SA, also a Belgian company. Flamborough is a tool and mould manufacturer and machine shop, which supplies products and machining services primarily to Amcan. Smith Falls, Ontario-based Grenville Castings -- http://www.grenvillecastings.com/-- is a privately held North American manufacturer of low pressure and permanent mold aluminum castings. The company, established in 1945, operates three manufacturing facilities with a total plant size of 110,000 sq. ft. in Ontario, Canada. Grenville has about 300 employees and has estimated sales between $1 million and $10 million. The company's major clients include General Motors, Ford Motor, Chrysler, Trench Electric, and Bombardier. Amcan and its two wholly owned subsidiaries were granted protection under the Companies' Creditors Arrangement Act by the Ontario Superior Court of Justice through an initial order dated Sept. 11, 2007. The Debtors sought protection from their creditors while the companies restructure their affairs under the CCAA. The initial order appointed Ernst & Young Inc. as monitor of the property and business of the Debtors. AMCAN CONSOLIDATED: Monitor Supports Sale of 9 Hillyard Property ---------------------------------------------------------------- Ernst & Young Inc. as monitor to Amcan Amcan Consolidated Technologies Corp. and its debtor-affiliates recommends that the Ontario Superior Court of Justice approve the Debtors' proposal to sell its 9 Hillyard Property as the Debtors wind down their businesses. The 9 Hillyard property is a two-storey building located across Amcan's Hamilton plant at 9 Hillyard Street. Amcan decidedto place the property for sale and entered into a listing agreement with J.J. Barnicke Limited as real estate agent on April 20, 2007. The listing will expire Wednesday. Barnicke has agreed to a commission of 2.5% of the transaction value. No offers were received through Barnicke. Baresa Cabinets Inc., shortly after Amcan's bankruptcy filing, expressed interest in the property and submitted an offer to purchase on Sept. 26, 2007, which Amcan accepted. The offer to purchase, subject to Court approval, provided, among others, that Amcan may enter into a 12-month lease of the first floor reception area and the second floor office space. Under the terms of a sale agreement between the parties, no rent is payable during the first six months and $5,000 per month is payable thereafter. Cushman & Wakefiled Lepage Inc. appraised the property. Considering that the debtor-in-possession facility from CIT Business Credit LLC has been terminated, there are no amounts owed to the DIP lender. Hence, the monitor concurs with Amcan's request for authority to distribute the proceeds of the sale to Honsel International Technologies SA, Amcan's largest secured lender and ultimate parent. On the other hand, the Court had given Amcan Consolidated Technologies Corp. and its wholly-owned subsidiaries, Grenville Castings Limited and Flamborough Tool and Mould Ltd. further extension of the stay of their bankruptcy proceedings granted under the initial order to Nov. 26, 2007. About Amcan Consolidated Amcan Consolidated Technologies Corp. is based in Hamilton, Ontario and is the parent company of Grenville Castings Limited and Flamborough Tool and Mould Ltd. Amcan and Flamborough operate in the Hamilton and Burlinton region. Amcan is engaged in the production of parts for the light truck and passenger vehicle market. Amcan is a wholly-owned subsidiary of ACT Holdings SA, a Belgian company, which is, in turn a subsidiary of Honsel International Technologies SA, also a Belgian company. Flamborough is a tool and mould manufacturer and machine shop, which supplies products and machining services primarily to Amcan. Smith Falls, Ontario-based Grenville Castings -- http://www.grenvillecastings.com/-- is a privately held North American manufacturer of low pressure and permanent mold aluminum castings. The company, established in 1945, operates three manufacturing facilities with a total plant size of 110,000 sq. ft. in Ontario, Canada. Grenville has about 300 employees and has estimated sales between $1 million and $10 million. The company's major clients include General Motors, Ford Motor, Chrysler, Trench Electric, and Bombardier. Amcan and its two wholly owned subsidiaries were granted protection under the Companies' Creditors Arrangement Act by the Ontario Superior Court of Justice through an initial order dated Sept. 11, 2007. The Debtors sought protection from their creditors while the companies restructure their affairs under the CCAA. The initial order appointed Ernst & Young Inc. as monitor of the property and business of the Debtors. AMORTIZING RESIDENTIAL: Fitch Cuts Ratings on Three Certs. to B --------------------------------------------------------------- Fitch took rating actions on these Amortizing Residential Collateral mortgage pass-through certificates: Series 2002-BC1: -- Class A affirmed at 'AAA'; -- Class M1 downgraded to 'A-' from 'AA-'; -- Class M2 downgraded to 'BB+' from 'BBB'; -- Class B downgraded to 'BB+' from 'BBB'. Series 2002-BC3: -- Class A affirmed at 'AAA'; -- Class M1 affirmed at 'AA'; -- Class M2 downgraded to 'BBB' from 'A'; -- Class B-1 downgraded to 'BB+' from 'BBB-'. Series 2002-BC7: -- Class A affirmed at 'AAA'; -- Class M-1 downgraded to 'A' from 'AA'; -- Class M-2 downgraded to 'BBB+' from 'A+'; -- Class M-3 downgraded to 'BBB' from 'A-'; -- Class M-4 downgraded to 'BB+' from 'BBB+'; -- Class M-5 downgraded to 'BB' from 'BBB'; -- Class M-6 downgraded to 'BB-' from 'BBB-'; -- Class B-1 downgraded to 'B' from 'BB+'; -- Class B-2 downgraded to 'B' from 'BB', and placed on Rating Watch Negative; -- Class B-3 downgraded to 'B' from 'BB', and placed on Rating Watch Negative. Series 2002-BC8: -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'BBB+'; -- Class M-3 affirmed at 'BB'; -- Class M-4 affirmed at 'BB-'. The affirmations reflect a stable relationship between credit enhancement and expected losses, and affect about $195.97 million in outstanding certificates. The negative rating actions reflect deterioration in the relationship between CE and expected losses, and affect about $73.81 million in outstanding certificates. With the exception of series 2002-BC3, the negative rating actions are a result of excess spread exceeding realized losses for at least six of the past 12 months. This has prevented the overcollateralization amounts to maintain their target values. The pool factors (current collateral balance as a percentage of original collateral balance) range from about 5% to 7%, and are seasoned in a range of 59 months to 66 months. The amount of delinquencies in the 60+ buckets (includes Foreclosure, Real Estate Owned, and Bankruptcy) range from about 30% to 45.2%, and have cumulative losses that range from about 1.34% to 2.42%. The mortgage pools consist of conventional, fixed rate, fully amortizing and balloon, first and second lien residential mortgage loans. The mortgage loans were acquired by Lehman Brothers Holdings Inc. from various banks and other mortgage lending institutions and are master serviced by Aurora Loan Services Inc., which is rated 'RMS1-' by Fitch. ASAT HOLDINGS: Regains Nasdaq Listing Compliance ------------------------------------------------ ASAT Holdings Limited received a Nasdaq Staff Letter, dated Oct. 25, 2007, advising that the company regained compliance with the $1 minimum bid price requirement for continued listing found in Nasdaq Marketplace Rule 4320(e)(2)(E)(ii). On July 30, 2007, Nasdaq notified the company that its American Depositary Shares failed to maintain the minimum bid price of $1 over the previous 30 consecutive business days as required by the Nasdaq Marketplace Rules. Since then, the closing bid price of the company's American Depositary Shares has been at $1 per share or greater for at least 10 consecutive business days. Therefore, the company was informed by Nasdaq that this matter is now closed. Headquartered in Pleasanton, California, ASAT Holdings Limited (Nasdaq: ASTT) -- http://www.asat.com/-- is a provider of semiconductor package design, assembly and test services. With 18 years of experience, the company offers a definitive selection of semiconductor packages and world-class manufacturing lines. ASAT's advanced package portfolio includes standard and high thermal performance ball grid arrays, leadless plastic chip carriers, thin array plastic packages, system-in-package and flip chip. ASAT was the first company to develop moisture sensitive level one capability on standard leaded products. The company has operations in the United States, Hong Kong, China and Germany. At April 30, 2007, ASAT Holdings Limited's consolidated balance sheet showed $135.1 million in total assets, $217.7 million in total liabilities, and $5.7 million in series A redeemable convertible preferred shares, resulting in an $88.3 million total stockholders' deficit. * * * Standard & Poor's placed ASAT Holdings Limited's long term foreign and local issuer credit ratings at 'CCC-' in September 2007. The outlook is negative. ASSET BACKED: Credit Reduction Cues S&P to Downgrade Ratings ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its ratings on the class M3 and M4 asset-backed certificates issued by Asset Backed Securities Corp. Home Equity Loan Trust Series 2003-HE1. At the same time, S&P removed its rating on class M3 from CreditWatch with negative implications. The rating on class M4 from Asset Backed Securities Corp. Home Equity Loan Trust Series 2002-HE3 remains on CreditWatch with negative implications. Concurrently, S&P affirmed its ratings on the remaining three classes from these two series. The downgrade of class M3 from series 2003-HE1 reflects a reduction in credit enhancement caused by monthly realized losses, as well as a high amount of severe delinquencies (90-plus days, foreclosures, and REOs). The monthly average loss for this series was approximately $347,556 over the past 12 months, while monthly excess spread averaged $37,495. Severe delinquencies make up 15.36% (approximately $8,784,230) of the current balance, and class M3 currently has $2,429,997 in subordination. S&P downgraded class M4 to 'D' because it has taken $1,357,315 in principal write downs. Series 2002-HE3 contains two loan groups. All of the classes rated by Standard & Poor's in loan group 2 have been paid off. The rating on class M4 from loan group 1 remains on CreditWatch negative because of decreasing credit support. Overcollateralization, which is now below its target, has decreased by an average of $172,332 per month over the past 12 months. S&P will continue to monitor this transaction and may take further negative action if performance continues to deteriorate. S&P removed the rating on class M3 from series 2003-HE1 from CreditWatch because S&P lowered it to 'CCC'. According to Standard & Poor's surveillance practices, ratings lower than 'B-' on classes of certificates or notes from RMBS transactions are not eligible to be on CreditWatch negative. The affirmations are based on credit support percentages that are sufficient to maintain the current ratings. Subordination, overcollateralization, and excess spread provide credit support for these transactions. The collateral supporting these series consists primarily of fixed- and adjustable-rate mortgage loans secured by first and second liens on one- to four- family residential properties. Rating Lowered and Removed from Creditwatch Negative Asset Backed Securities Corp. Home Equity Loan Trust Rating ------ Series Class To From ------ ----- -- ---- 2003-HE1 M3 CCC B/Watch Neg Rating Lowered Asset Backed Securities Corp. Home Equity Loan Trust Rating ------ Series Class To From ------ ----- -- ---- 2003-HE1 M4 D CCC Rating Remaining on Creditwatch Negative Asset Backed Securities Corp. Home Equity Loan Trust Series Class Rating ------ ----- ------ 2002-HE3 M4 B/Watch Neg Ratings Affirmed Asset Backed Securities Corp. Home Equity Loan Trust Series Class Rating ------ ----- ------ 2002-HE3 M2 A 2002-HE3 M3 BBB 2003-HE1 M2 A ATLANTIC YARNS: Tight Access to Market Prompts Bankruptcy Filing ---------------------------------------------------------------- Atlantic Yarns Inc. and Atlantic Fine Yarns have filed for bankruptcy protection, CBC Canada News reports. The companies and a certain trustee met with representatives of the Communications, Energy and Paperworkers Union of Canada yesterday to negotiate about future concerns, the report relates. Union representative Pat Roy reveals that at that meeting, workers were told of the companies' need to restructure and that within 30 days, the companies will determine whether to cut jobs or close down mills, the news adds. Company officials indicated that the difficulties in competing in the world market were caused by the Canadian dollar's rise against the U.S. dollar, the report relates, citing Mr. Roy. Greg Byrne, minister for Business News Brunswick says that a pending trade agreement with Peru or Columbia could help the companies gain access to foreign markets, BBC news relates. Atlantic Yarns has receive aloans and guarantees of about $37.0 million while Atlantic Fine Yarns got around $41.5 million, according to Business New Brunswick spokeswoman Sarah Ketcheson, the report says. New Brunswick, Ontario-based Atlantic Yarns Inc. manufactures cotton and poly cotton yarns. The company produces contamination free yarn using cotton from the United States. It produces open end and ring spun carded and combed yarns. The company generates annual sales of $10 million to $50 million. Atlantic Yarns and Atlantic Fine Yarns are sister companies and have been receiving subsidy from provincial taxpayers since they opened in 1998. BAUSCH & LOMB: Completes Sale to Warburg Pincus for $4.5 Billion ---------------------------------------------------------------- Affiliates of Warburg Pincus have completed the acquisition of Bausch & Lomb Inc. for a total purchase price of approximately $4.5 billion, including approximately $830 million of debt. "With a strong and supportive partner in Warburg Pincus, we are well-positioned to create new opportunities for Bausch & Lomb and advance our leadership in the eye health industry," Ronald L. Zarrella, chairman and CEO of Bausch & Lomb, said. "Our customers will continue to receive high levels of service, product quality and innovation, and our commitment to serving their needs remains steadfast. On behalf of Bausch & Lomb's management and Board of Directors, I want to thank our shareholders and hard-working employees for their support throughout this process." "We're delighted to be partners with Bausch & Lomb, a global leader in vision care, ophthalmic devices and pharmaceuticals," Elizabeth H. Weatherman, a Warburg Pincus Managing Director, said. "We look forward to helping the company build upon its rich heritage and premier brand in ophthalmology." Bausch & Lomb stock will cease to trade on the New York Stock Exchange at market close on October 26 and will be delisted. Under the terms of the agreement, Bausch & Lomb shareholders are entitled to receive $65.00 in cash for each share of Bausch & Lomb common stock that they hold. Letters of transmittal allowing Bausch & Lomb shareholders of record to deliver their shares to the paying agent in exchange for payment of the merger consideration will be distributed shortly after the closing. Shareholders of record should be in receipt of the letter of transmittal before surrendering their shares. Shareholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash, as such conversions will be handled by the bank or broker. Morgan Stanley acted as financial advisor to the Special Committee of the Bausch & Lomb Board of Directors and delivered a fairness opinion to the Special Committee. Wachtell Lipton Rosen & Katz acted as legal counsel to the Special Committee in this transaction. Banc of America, Citi, Credit Suisse and JPMorgan served as financial advisors to Warburg Pincus and arranged the debt financing for the transaction, and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Warburg Pincus. About Bausch & Lomb Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE: BOL) -- http://www.bausch.com/-- develops, manufactures, and markets eye health products, including contact lenses, contact lens care solutions, and ophthalmic surgical and pharmaceutical products. The company is organized into three geographic segments: the Americas; Europe, Middle East, and Africa; and Asia (including operations in India, Australia, China, Hong Kong, Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and Thailand). In Latin America, the company has operations in Brazil and Mexico. In Europe, the company maintains operations in Austria, Germany, the Netherlands, Spain, and the United Kingdom. BAUSCH & LOMB: Moody's Confirms and Will Withdraw Ratings --------------------------------------------------------- Moody's Investors Service confirmed and will withdraw Bausch & Lomb Incorporated's Ba1 Corporate Family Rating, Ba1 Probability of Default Rating and Ba1 ratings on certain existing senior unsecured notes. The rating outlook was revised to stable and will be withdrawn. The Ba1 rating on $60.4 million senior unsecured notes due Nov. 15, 2007 remains on review for possible downgrade and is expected to be withdrawn upon the maturity of the notes. These ratings for Bausch & Lomb Incorporated (Oldco) were confirmed and will be withdrawn: -- Ba1 Corporate Family Rating; -- Ba1 Probability of Default Rating; -- Ba1 rating (LGD4/52%) on Senior Unsecured Notes due 2008; -- Ba1 rating (LGD4/52%) on Floating Rate Convertible Notes due 2023; -- Ba1 rating (LGD4/52%) on Medium Term Notes due 2026; -- Ba1 rating (LGD4/52%) on Debentures due 2028; and -- Ba1 rating (LGD4/52%) on a Medium Term Note Program. This Bausch & Lomb Incorporated (Oldco) rating will remain on review for downgrade and will be withdrawn upon maturity: -- Ba1 rating (LGD4/52%) on Senior Unsecured Notes due 2007. Headquartered in Rochester, New York, Bausch & Lomb Incorporated is a leading worldwide provider of eye care products, including contact lens, lens care, ophthalmic pharmaceuticals, and surgical products. BOL was acquired by Warburg Pincus, a private equity firm, on Oct. 26, 2007. For the twelve months ended June 30, 2007, the company reported $2.4 billion in revenues. BAYONNE MEDICAL: Asset Sale Hearing to Be Held Today ---------------------------------------------------- A hearing to consider approval of the results of public sale of Bayonne Medical Center will take place at 10:00 a.m. today, Oct. 31, 2007. The sale hearing was originally scheduled by the U.S. Bankruptcy Court for the District of New Jersey on Oct. 24, the same day the assets were set for auction. Pursuant to the Court's Oct. 10 order approving the proposed procedure of the sale, beneficial consideration will be given to those bidders that will agree to a closing no later than Dec. 31, 2007. According to Frank Donnelly of Staten Island Advance, IJKG LLC and Urban Suburban Associates are the two potential buyers for the Debtor's assets. The Debtor was placed for public sale after it obtained a $3 million state funding, which saved the facility from closure. Bid limit was $18.8 million to participate in the auction. Based in Bayonne, New Jersey, Bayonne Medical Center -- http://www.bayonnemedicalcenter.org/-- provides healthcare services and operates a medical center. The company operates a 278-bed fully accredited, acute-care hospital located in Hudson County. The company filed for Chapter 11 protection on April 16, 2007 (Bankr. D. N.J. Case No. 07-15195). Lawrence C. Gottlieb, Esq., Adam C. Rogoff, Esq., and Eric J. Haber, Esq., at Cooley Godward Kronish LLP, represent the Debtor in its restructuring efforts. Stephen V. Falanga, Esq., at Connell Foley LLP, is the Debtor's local counsel. Kurtzman Carson Consultants LLC is the Debtor's claims and noticing agent. Andrew H. Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis Epstein & Gross PC, represent the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed estimated assets and debts of $1 million to $100 million. The Debtor's exclusive period to file a plan expires on Nov. 12, 2007. BAYOU GROUP: Former Investors Want Part of $106MM Fund Reserved --------------------------------------------------------------- Twenty-five former investors in Bayou Group LLC ask the Hon. Colleen McMahon of the U. S. District Court for the Southern District of New York for permission to reserve some of the funds seized during a probe of fraud at the hedge fund in case they lose lawsuits and are forced to give back money to the Debtor, Bill Rochelle of Bloomberg News reports. As reported in the Troubled Company Reporter on Oct. 26, 2007, the Debtors sole managing member, Jeff J. Marwil, Esq., at Jenner & Block LLP, asked the Court for authority to distribute around $106 million to some creditors defrauded by the hedge fund. Based in Chicago, Illinois, Bayou Group LLC operates and manages hedge funds. The company and its affiliates filed for chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306). Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors in their restructuring efforts. Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman, LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts of more than $100 million. BEAZER HOMES: Completes Consent Solicitation from Noteholders ------------------------------------------------------------- Beazer Homes USA Inc. has completed its solicitation of consents from the holders of its $1.525 billion of outstanding Senior Notes and Senior Convertible Notes to approve proposed amendments and a proposed waiver pursuant to the indentures under which the Notes were issued. Beazer received consents from holders of more than a majority of the aggregate principal amount of each series of the Notes. Beazer and the trustee have executed Supplemental Indentures amending the Indentures to effect the Proposed Amendments. The Supplemental Indentures amend the definition of Permitted Liens to restrict the ability of the Company to secure additional debt in excess of $700 million until the company has four consecutive fiscal quarters with a Consolidated Fixed Charge Coverage Ratio of at least 2 to 1, after which time the limit will revert to the previous level of 40% of Consolidated Tangible Assets, and amend the definition of Permitted Investments to enable the company to invest up to $50 million in joint ventures or unrestricted subsidiaries. In accordance with the Indentures, the amendments are binding on all holders, including non- consenting holders. The consents also provided Beazer with a waiver of any and all defaults under the Indentures that may have occurred or may occur on or prior to May 15, 2008, due to Beazer's failure to file or deliver reports or other information it would be required to file with the Securities and Exchange Commission. The Consent Solicitation provided that for each $1,000 principal amount of Notes, the Consent Fee is the product of $12.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of the relevant series of Notes outstanding on the Consent Date, and the denominator of which is the aggregate principal amount of the relevant series of Notes as to which the Company has received and accepted consents prior to the Consent Date, subject to a cap equal to the maximum Consent Fee that would not cause a "significant modification" of the Notes for U.S. federal income tax purposes, as determined in the good faith discretion of Beazer. Therefore, consenting Holders as of the record date, Oct. 5, 2007, will receive the Consent Fee for Notes they held as of that date as: a) Title of Security: 8-5/8% Senior Notes due May 2011 CUSIP Numbers: 07556QAE5 Aggregate Principal Amount Consenting: $165,464,000 Consent Fee per $1,000: $12.69 b) Title of Security: 8-3/8% Senior Notes due April 2012 CUSIP Numbers: 07556QAG0 Aggregate Principal Amount Consenting: $246,961,000 Consent Fee per $1,000: $15.06 c) Title of Security: 6-1/2% Senior Notes due November 2013 CUSIP Numbers: 07556QAJ4 Aggregate Principal Amount Consenting: $196,368,000 Consent Fee per $1,000: $12.73 d) Title of Security: 6-7/8% Senior Notes due July 2015 CUSIP Numbers: 07556QAN5 Aggregate Principal Amount Consenting: $347,941,000 Consent Fee per $1,000: $12.57 e) Title of Security: 8-1/8% Senior Notes due June 2016 CUSIP Numbers: 07556QAQ8 Aggregate Principal Amount Consenting: $274,170,000 Consent Fee per $1,000: $12.54 f) Title of Security: 4-5/8% Convertible Senior Notes Due 2024 CUSIP Numbers: 07556QAL9 and 07556QAK1 Aggregate Principal Amount Consenting: $178,085,000 Consent Fee per $1,000: $12.63 MacKenzie Partners Inc. served as Information Agent and Tabulation Agent for the consent solicitation. Citi, Wachovia Securities and RBS Greenwich Capital acted as solicitation agents for the consent solicitation. About Beazer Homes Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) -- http://www.beazer.com/-- is a single-family homebuilders with operations in Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland, Mississippi, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia and also provides mortgage origination and title services to its homebuyers. * * * As reported in the Troubled Company Reporter on Oct 16, 2007, Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default Rating to 'BB-' from 'BB'. Standard & Poor's Ratings Services on the other hand, lowered its corporate credit rating on Beazer Homes USA Inc. to 'B+' from 'BB-'. BOMBARDIER INC: Balks at SAS Decision to Ground Q400 Aircrafts -------------------------------------------------------------- Bombardier Inc. is disappointed with the Scandinavian Airlines System AB, aka The SAS Group's, decision to permanently discontinue flight operations with the Bombardier Q400 aircraft given that the landing incident is still under investigation by Danish authorities. Following the recent period of events involving aircraft of the Dash 8 Q400 type, SAS's management, following an unscheduled meeting of the Board of Directors held on Oct. 28, 2007, has decided to immediately discontinue the use of this type of aircraft. "Confidence in the Q400 has diminished considerably and our customers are becoming increasingly doubtful about flying in this type of aircraft," Mats Jansson, President and Chief Executive Officer of SAS, said. "Accordingly, with the Board of Directors' approval, I have decided to immediately remove Dash 8 Q400 aircraft from service." While SAS chose to ground its Q400 turboprop fleet following an incident with the main landing gear on Oct. 27, 2007, Bombardier's assessment of this situation, in consultation with Transport Canada, did not identify a systemic landing gear issue. Based on this, the company advised all Q400 aircraft operators that they should continue with normal Q400 aircraft flight operations. Further, Bombardier and the landing gear manufacturer, Goodrich, have completed a full review of the Q400 turboprop landing gear system and results have confirmed its safe design and operational integrity. Bombardier stands behind the Q400 aircraft. Since entering revenue service in February 2000, the Q400 turboprop has proven itself to be a safe and reliable aircraft with over 150 Q400 aircraft in operation among 22 operators around the world. To date, the fleet of Q400 aircraft has logged over one million flying hours and 1.2 million take-off and landing cycles. SAS Group is in dialog with Bombardier regarding possible solutions regarding the current situation for the Q400 fleet including compensation. Bombardier Inc. -- http://www.bombardier.com/-- (TSE:BBD.B) manufactures innovative transportation solutions, from regional aircraft and business jets to rail transportation equipment, systems and services. Headquartered in Canada, the company also has offices in the U.S., Northern Ireland, United Kingdom, Germany, Switzerland, Sweden, Austria, and Australia. * * * Standard & Poor's Ratings Services revised the outlook on Bombardier Inc. to stable from negative on May 2007. At the same time, the ratings, including the 'BB' long-term corporate credit rating on Bombardier, were affirmed. BOMBAY CO: Court Approves Cooley Godward as Panel's Lead Counsel ---------------------------------------------------------------- The United States Bankruptcy Court for the Northern District of Texas gave the Official Committee of Unsecured Creditors in Bombay Company Inc. and its debtor-affiliates' bankruptcy cases, authority to retain Cooley Godward Kronish LLP as its lead counsel, nunc pro tunc to Sept. 24, 2007. The Committee tells the Court that it selected the firm as its lead counsel because of the firm's extensive experience in representing committees in similar matters and because it believes that the firm is well qualified to represent the committee in conjunction with said matters. As the Committee's lead counsel, Cooley Godward is expected to: a) attend the meetings of the Committee; b) review financial information furnished by the Debtors to the Committee; c) review and investigate the liens of purported secured parties; d) confer with the Debtors' management and counsel; e) coordinate efforts to sell assets of the Debtors in a matter that maximizes the value for unsecured creditors; f) review the Debtor's schedules, statement of affairs and business plan; g) advise the Committee as to the ramifications regarding all of the Debtors' activities and motions before the Court; h) file appropriate pleadings on behalf of the Committee; i) review and analyze financial advisor's work product and reports to the Committee; j) provide the Committee with legal advice in relation to the cases; k) prepare various applications and memoranda of law submitted to the Court for consideration and handle all other matters relating to the representation of the Committee that may arise; l) assist the Committee in negotiations with the Debtors' and other parties in interest on an exit strategy for these cases; and m) perform such other legal services for the Committee as may be necessary or proper in these proceeding. The compensation rates of the firm's professionals are: Attorney Designation Hourly Rate -------- ----------- ----------- Jay Indyke, Esq. Partner $680 Ronald R. Sussman, Esq. Partner $655 Cathy Hershcopf, Esq. Partner $605 Gregory G. Plotko, Esq. Associate $480 Jeffrey L. Cohen, Esq. Associate $475 Michael A. Klein, Esq. Associate $320 Brian Byun, Esq. Associate $265 Jay R. Indyke, Esq., a partner of CGK, assured the Court that the firm does not hold any interest adverse to the Committee, the Debtors, or its estates. Mr. Indyke can be reached at: Jay R. Indyke, Esq. Cooley, Godward, Kronish LLP 1114 Ave of the Americas New York, N.Y. 10036 Tel: (212) 479-6080 Fax: (212) 479-6275 http://www.cooley.com/ Headquartered in Fort Worth, Texas, The Bombay Company Inc., (OTC Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs, sources and markets a unique line of home accessories, wall decor and furniture through 384 retail outlets and the Internet in the U.S. and internationally, including Cayman Islands. The company and five of its debtor-affiliates filed for Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No. 07-44084). Jason B. Binford, Esq., and Robert Dew Albergotti, Esq., at Haynes & Boone, L.L.P., represent the Debtors. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, represents the Official Committee of Unsecured Creditors. As of May 5, 2007, the Debtors listed total assets of $239,400,000 and total debts of $173,400,000. Bombay's Canadian operations also sought protection under the Companies' Creditors Arrangement Act in Canada. BOMBAY CO: Committee Can Hire Forshey & Prostok as Local Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of The Bombay Company Inc. obtained authority from the U.S. Bankruptcy Court for the Northern District of Texas, to employ Forshey & Prostok LLP as their local counsel effective Sept. 24, 2007. Forshey & Prostok is expected to: (a) advice and consult with the Committee concerning (i) legal questions arising in administering the Debtors' estates; and (ii) unsecured creditors' rights and remedies in connection with the estates; (b) analyze the Debtors' assets and liabilities, including present and historical matters and inter-company relationships; (c) work with the Debtors concerning the administration of the Chapter 11 cases; (d) preserve, protect and maximize the value of the Debtors' assets; (e) prepare pleadings, motions, answers, notices, orders, and reports that are necessary or required for the protection of the Committee's interests and the orderly administration of the Debtors' estates; (f) formulate, prepare and confirm a Chapter 11 plan of reorganization for the Debtors' which maximizes the value to creditors; (g) protect and maximize the value of the Debtors' assets and business for the benefit of the Debtors' creditors; and (h) perform any and other legal services for the Committee that are relevant to Chapter 11 cases. Jeff P. Prostok, Esq., a partner at Forshey and Prostok, tells the Court that the firm's professionals hourly rates are: Professionals Designation Hourly Rate ------------- ----------- ----------- Jeff P. Prostok, Esq. Partner $450 J. Robert Forshey, Esq. Partner $450 Lynda L. Lankford, Esq. Associate $285 Matt Maben, Esq. Associate $250 Linda Breedlove Paralegal $125 Mr. Prostok assures the Court that the firm holds no adverse interest with the Debtors and their estates and is disinterested as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Prostok can be reached at: Jeff P. Prostok, Esq. Forshey & Prostok LLP Suite 1290, 777 Main Street Fort Worth, TX 76102 Tel: (817) 877-8855 http://www.forsheyprostok.com/ Headquartered in Fort Worth, Texas, The Bombay Company Inc., (OTC Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs, sources and markets a unique line of home accessories, wall decor and furniture through 384 retail outlets and the Internet in the U.S. and internationally, including Cayman Islands. The company and five of its debtor-affiliates filed for Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No. 07-44084). Jason B. Binford, Esq., and Robert Dew Albergotti, Esq., at Haynes & Boone, L.L.P., represent the Debtors. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, represents the Official Committee of Unsecured Creditors. As of May 5, 2007, the Debtors listed total assets of $239,400,000 and total debts of $173,400,000. Bombay's Canadian operations also sought protection under the Companies' Creditors Arrangement Act in Canada. BRAND ENERGY: Moody's Holds B2 Corporate Family Rating ------------------------------------------------------ Moody's Investors Service affirmed Brand Energy & Infrastructure Services Inc. B2 corporate family rating post the company's announcement that it has entered into agreements to purchase two companies: Industrial Specialists LLC and Protherm Services Group LLC. The acquisitions are consistent with Brand's stated strategy to offer additional services to its clients and to expand geographically. The acquisitions should allow brand to expand its offering of industrial painting and coatings as well as expand into the insulation and weatherproofing fields for the refinery/petrochemical, pipeline, power, and marine end-market segments. Moody's also affirmed the ratings on Brand's senior secured revolver, upsized first lien term loan, and upsized second lien term loan. Proceeds from the upsized facilities will be primarily used to pay down $57 million of revolver debt as well as to facilitate the two acquisitions discussed above. The affirmation of Brands CFR reflects the belief that the acquisitions will not increase the company's leverage due to the combination of the multiples paid and the equity contribution from the company's sponsor, First Reserve. These ratings/assessments have been affected: -- Corporate family rating, affirmed at B2; -- Probability of default rating, affirmed at B2; -- $125 million gtd. senior secured revolver due 2013, affirmed at B1 (LGD3, 38%) from B1 (LGD3, 36%); -- $25 million gtd. senior secured 1st lien letter of credit facility due 2013, affirmed at B1 (LGD3, 38%) from B1 (LGD3, 36%); -- $755 million gtd. 1st lien senior secured term loan B due 2014 (upsized from $580 million), affirmed at B1 (LGD3, 38%) from B1 (LGD3, 36%); -- $375 million gtd. senior secured 2nd lien term loan due 2015 (upsized from $300 million), affirmed at Caa1 (LGD5, 79%) from Caa1 (LGD5, 78%); The company's outlook remains stable. The acquisitions are anticipated to help Brand cross sell various products to its customers. As customers seek to rent scaffolding and the related erection and removal of the scaffolding, Brand will also be able to offer insulation, painting, and coating to its customers in the refinery and oil and gas arena. The ratings benefit from the expectation that Brands primary customers in oil and gas will continue to operate at sufficiently high utilization and profitability levels so as to continue to benefit from Brand's maintenance offerings and scaffolding equipment rental. Additionally, synergies between the company's products offerings should be an attractive value added product offering that stimulates Brands ROI through greater sales penetration at various clients. On Oct. 1, 2007 Brand Energy & Infrastructure Services Inc. merged into FR Brand Acquisition Corp., with the surviving company being renamed Brand Energy & Infrastructure Services Inc. Brand is headquartered in Kennesaw, Georgia, and is the largest provider of scaffolding services in North American. Pro-forma revenues for the 2007 year end are anticipated to be in excess of $1.4 billion. BREEZE-EASTERN: Earns $800,000 in Quarter Ended September 30 ------------------------------------------------------------ Breeze-Eastern Corporation reported net income of $0.8 million versus $0.9 million in the prior-year period for the 2008 fiscal second quarter. Operating income for the second quarter of fiscal 2008 was $2.3 million compared to $2.6 million for the second quarter of fiscal 2007. Sales of $17.2 million in the fiscal second quarter of 2008 declined slightly from $17.7 million for the same period in the prior year. Six-Month Results For the six month period ended September 30, 2007 the company reported net income of $1.4 million versus $0.9 million for the same period last year. Operating income for the first six months of fiscal 2008 was $4.3 million versus $5.3 million for the same period in fiscal 2007. Sales for the first six months of fiscal 2008 declined slightly to $33.5 million from $33.9 million for the same period last year. As of Sept. 30, 2007, the the company reported total assets of $79.7 million, total liabilities of $61.3 million, and total stockholders' equity of $18.4 million. Full-text copies of the company's financials are available for free at http://ResearchArchives.com/t/s?2496. Robert L. G. White, president and chief executive officer of the company, said, "In spite of lower spare parts sales in the second quarter of fiscal 2008, we reported an increase in gross margin in the quarter that was the result of better performance in the production of new equipment and the overhaul and repair sales. The shift in product mix which we experienced in the first quarter of fiscal 2008 continued in the second quarter as sales of new equipment accounted for 55% of total sales in the quarter bringing the six month total of new equipment shipments to 54% of sales compared to 46% for the first six months of fiscal 2007. "The demand for spare parts remained weak during the second quarter due primarily, we believe, to the delay in passage of the 2008 Federal Government Defense budget and had the biggest impact on the shift in sales mix. While we remain confident that the unrealized portion of the spare parts sales will eventually be ordered, it is not clear how much of it will fall into fiscal 2008 or 2009. The gross margin of 41% for the first six months of fiscal 2008 versus 43% for the same period last year reflects the shift in spare parts sales as these have substantially higher margins than our sales of new equipment and overhaul and repair. The recovery of the shipment pattern to more historical trends we have been expecting has not yet occurred due, we believe, to a continued delay associated with appropriations under the 2008 Federal Government Defense budget. "In spite of this, we were very pleased to see the order rate for the overall business improve with a book-to-bill ratio in the second quarter of 1.6 bringing the ratio to 1.1 for the first six months of fiscal 2008. The increase in general, administrative and selling expenses in the second quarter of fiscal 2008 was mainly due to costs associated with a threatened proxy contest which was settled during the quarter. "Although the selling, general and administrative costs for the first six months of 2008 as compared to 2007 are essentially flat, the 2008 level is about $0.4 million below plan and reflects measures taken by us during the period to contain or reduce costs in view of the order patterns mentioned above. Our debt, net of cash on hand, at the end of the second quarter of fiscal 2008 was $38.2 million, an increase of $1.4 million from July 1, 2007. This increase is principally due to increased accounts receivable reflecting shipments later in the quarter and increased inventory levels as we continue to transition to a product mix more heavily weighted to new equipment sales." Outlook for Fiscal 2008 Mr. White concluded, "While we face challenges in the last half of the fiscal year, we believe that certain cost cutting measures already instituted along with continued prudence regarding discretionary spending will help us in our commitment to achieve operating results roughly in line with our previously stated targets. However, an extended delay in certain appropriations associated with the Federal Government Defense budget will present an obstacle, especially in regard to our gross margin and, therefore, EBITDA, which may prove to be impractical to overcome in achieving these targets." About Breeze-Eastern Based in Union, New Jersey, Breeze-Eastern Corporation (AMEX:BZC), formerly TransTechnology Corporation -- http://www.transtechnology.com/-- designs, develops, manufactures, and sells lifting equipment for specialty aerospace and defense applications. It conducts its business under the trade name Breeze-Eastern. Breeze-Eastern is a designer, manufacturer, service provider and supplier of performance- critical rescue hoists and cargo-hook systems. It also manufactures weapons-handling systems, cargo winches, and tie-down equipment. These products are sold primarily to military and civilian agencies and aerospace contractors. * * * Breeze-Eastern continues to carry Moody's B1 subordinate debt rating. BROTMAN MEDICAL: Taps Klee Tuchin as Bankruptcy Counsel ------------------------------------------------------- Brotman Medical Center Inc. asks the United States Bankruptcy Court for the Central District of California for authority to employ Klee, Tuchin, Bogdanoff & Stern LLP as its reorganization counsel, nunc pro tunc Oct. 25, 2007. As the Debtor's reorganization counsel, Klee Tuchin will: a. advise the Debtor regarding matters of the bankruptcy law; b. represent the Debtor in proceedings or hearings in the Court involving matters of the bankruptcy law; c. assist the Debtor with the negotiation, documentation and any necessary Court approval of transaction disposing of property of the estate; d. advise the Debtor concerning the requirements of the Bankruptcy Code, and federal and local rules relating to the administration of the case, and the effect of the case on the Debtor's operation; and e. assist the Debtor in the negotiation, preparation, confirmation, and implementation of a Chapter 11 plan. The Debtor tells the Court that it agreed to deposit $200,000 as retainer for professional services. Thomas E. Patterson, Esq., a member of the firm, charges $725 per hour for this engagement, while David Fidler, Esq., a partner of the firm, bills $525 per hour for his services. The firm's other professionals billing rates are: Professionals Hourly Rate ------------- ----------- Stacia A. Neeley, Esq. $360 Courtney E. Pozmantier, Esq. $295 Designation Hourly Rate ----------- ----------- Partners $455 - $925 Associates $295 - $395 Paralegals $160 To the best of the Debtor's knowledge the firm does not hold any interest adverse to the Debtor's estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Mr. Patterson can be reached at: Thomas E. Patterson, Esq. Klee, Tuchin, Bogdanoff & Stern LLP 1999 Avenue of the Stars Thirty-Ninth Floor Los Angeles, California 90067-6049 Tel: (310) 407-4000 Fax: (310) 407-9090 http://www.ktbslaw.com/ Headquartered in Culver City, California, Brotman Medical Center Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of inpatient and outpatient services, as well as rehabilitation, psychiatric care and chemical dependency. The company filed for Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif. Case No. 07-19705). When the Debtor filed for protection against its creditors, it listed assets and debts between $1 million and $100 million. BROTMAN MEDICAL: Taps Kurtzman Carson as Claims & Noticing Agent ---------------------------------------------------------------- Brotman Medical Center Inc. asks the United States Bankruptcy Court for the Central District of California for permission to employ Kurtzman Carson Consultants LLC as its claims and noticing agent. Kurtzman Carson will: a. prepare and serve required notices in this Chapter 11 cases, including: i. a notice of the commencement of the case and the initial meeting of creditors under Section 341(a) of the Bankruptcy Code; ii. a notice of the claims bar date; iii. notices of any hearings on a disclosure statement and confirmation of a Chapter 11 plan; and iv. other miscellaneous notices as the Debtor or the Court may deem necessary of appropriate for an orderly administration of the case. b. file with the clerk's office a declaration of services, within five business days after the services of a particular notice, that includes: i. an alphabetical list of persons on whom the firm served the notice, along with their addresses; and ii. the date and manner of service; c. maintain copies of all proofs of claims and proofs of interest filed in this case; d. maintain an official claims register in the case by docketing all proofs of claim and proofs of interest in a claims database that includes these information for each claim or interest asserted: i. name and address of the claimant or interest holder and any agent, if the proof of claim or proof of interest was filed by an agent; ii. date that proof of claim of proof of interest was received by the firm or the Court; iii. claim number assigned to the proof of claim or proof of interest; and iv. asserted amount and classification of the claim. e. implement necessary measures to ensure the completeness and integrity of the claims register; f. audit the claims information to assure the clerk's office that the claims information is being appropriately and accurately recorded in the official claims register; g. allow the clerk's office to independently audit the claims information during regular business hours; h. mail a notice of the bar date approved by the Court for the filing of a proof of claim and a form for filing of a proof of claim to each creditor notified of the filing; i. transmit to the clerk's office a copy of the claims register on a bi-weekly basis or at other times as the clerk's office may direct; j. maintain an up-to-date mailing list for all entities that have filed proofs of claim or proofs of interest and make list available upon request to the clerk's office or any party in interest; k. provide the public and the clerk's office access to copies of the proofs of claim or proofs of interest filed in this Chapter 11 case without charge during regular business hours; l. allow the clerk's office to inspect the firm's premises during regular business hours; m. record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice of the transfers as required by Bankruptcy Rule 3001(e); n. comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders and other requirements; o. provide temporary employees to process claims as necessary; p. comply with further conditions and requirements as the clerk's office or the Court may at any time prescribe; and q. provide other claims processing, noticing, and related administrative services as may be requested from time to time by the Debtor. The Debtor tells the Court that it paid $20,000 retainer to the firm for services performed. Document filed with the Court did not disclosed the firm's compensation rates. Sheryl R. Betance, the director of restructuring services of the firm, assures the Court that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Ms. Betance can be reached at: Sheryl R. Betance Kurtman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 http://www.kccllc.net/ Headquartered in Culver City, California, Brotman Medical Center Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of inpatient and outpatient services, as well as rehabilitation, psychiatric care and chemical dependency. The company filed for Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif. Case No. 07-19705). The Debtor selected Kurztman Carson Consultants LLC as its claims agent. When the Debtor filed for protection against its creditors, it listed assets and debts between $1 million and $100 million. CAROL WHITE: Case Summary & Six Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Carol A. White 12330 Hatton Point Road Fort Washington, MD 20744-7031 Bankruptcy Case No.: 07-20690 Chapter 11 Petition Date: October 29, 2007 Court: District of Maryland (Greenbelt) Judge: Wendelin I. Lipp Debtor's Counsel: James Greenan, Esq. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: (301) 441-2420 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Navy Federal Credit Union Unsecured claims $32,000 P.O. Box 3100 Merrifield, VA 22119-3100 American Express Unsecured claims $5,300 P.O. Box 1270 Newark, NJ 07101 Mail Handlers Unsecured claims $2,300 P.O. Box 17051 Baltimore, MD 21297 Union Plus MasterCard Unsecured claims $2,200 Home Depot Unsecured claims $1,400 Protective Life Insurance Unsecured claims $350 CASTLE ROCK: Judge Jennemann Confirms Plan of Reorganization ------------------------------------------------------------ The Honorable Karen S. Jennemann of the United States Bankruptcy Court for the Middle District of Florida confirmed Castle Rock 25 Partners LLC's Chapter 11 Plan of Reorganization. Treatment of Claims Administrative and Priority Claims will be paid in full on the effective date under the Plan. 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. CHRYSLER LLC: UAW Members Ratify 2007 National Labor Agreement -------------------------------------------------------------- Chrysler LLC confirmed, on Saturday, Oct. 27, 2007, a new Chrysler LLC-United Auto Workers union 2007 national labor agreement, in response to UAW's ratification results. UAW members voted to ratify the new collective bargaining agreement with Chrysler, with 56% votes in favor of the four-year pact among production workers, and 51% in favor among skilled trades workers. About 94% of office and clerical workers voted in favor of the agreement, and 79% of UAW-represented Chrysler engineering workers approved the contract. According to various reports citing sources familiar with the matter, Local 1268, the last plant in Beldivere, Illinois to vote on the contract, turned down the agreement by 55%. However, the contract's headroom of victory before the Belvidere vote was enough for it to be approved. As reported in the Troubled Company Reporter on Oct. 26, 2007 citing the Wall Street Journal, results from four major Chrysler plants in Michigan came in favor of the contract, tilting the ratification scale towards the approval of the pact. Except for a union local in Beldivere, Illinois, about 55% of the total vote count from 26 of 27 union locals has accepted the tentative agreement. As previously reported, Chrysler and the UAW reached a tentative agreement on Oct. 10, after three months of bargaining and following a six-hour nationwide UAW strike against the company. "We are pleased that our UAW employees recognize that the new agreement meets the needs of the company and its employees by providing a framework to improve our long-term manufacturing competitiveness," Tom LaSorda, Vice Chairman and President, Chrysler LLC, said. "Our members had to face some tough choices, and we had a solid, democratic debate about this contract," UAW President Ron Gettelfinger said. "Now we're going to come together as a union - - and now it's on the company to move ahead, increase their market share and continue to build great cars and trucks here in the U.S." "There's no question this was a difficult set of negotiations during difficult times for the U.S. auto industry," UAW Vice President General Holiefield, who heads the union's Chrysler Department, said. "But with the support of our membership and local leadership, we have an agreement that secures jobs and wages and protects health care and pension benefits." The new contract covers approximately 45,000 active workers at Chrysler and more than 55,000 Chrysler retirees and 23,000 surviving spouses. It will expire on Sept. 14, 2011. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. Chrysler is a unit of Cerberus Capital Management. CHRYSLER LLC: UAW's Narrow Approval Cues S&P to Retain Watch ------------------------------------------------------------ Standard & Poor's Ratings Services said its corporate credit ratings on Chrysler LLC and DaimlerChrysler Financial Services Americas LLC remain on CreditWatch with positive implications, following the United Auto Workers' narrow approval of the new Chrysler-UAW labor contract. The ratings were placed on CreditWatch on Sept. 26, 2007, based on S&P's belief that Chrysler would reach a deal similar to the one General Motors Corp. reached with the UAW on that date. Chrysler and the UAW subsequently reached their own four-year agreement as expected, and the UAW has now approved that contract. "We view the new contract as favorable to Chrysler compared with past agreements," said Standard & Poor's credit analyst Robert Schulz, "and we believe the contract will support the company's turnaround plan in North America." The new contract is reported to contain many of the same features as the GM contract, including a new VEBA trust designed to take responsibility for postretirement health care expenses and a lower-tier wage structure for new hires. The main focus of S&P's analysis in resolving the CreditWatch listing will be the effect of the new contract on Chrysler's liquidity in the near term, as well as prospects for Chrysler's cash flow and liquidity during the next two years. S&P will view the new contract in light of Chrysler's multiyear plan to return its North American operations to profitability, and S&P will weigh the costs and benefits of the new contract, given the company's workforce and retiree demographics. Over the next two years, all three Michigan-based automakers will face a range of challenges unrelated to their new contracts, including slowing U.S. light-vehicle sales and shifts away from what had been their most profitable vehicle segments in recent years. CITIGROUP HOME: Fitch Lowers Class M5 Certs.' Rating to BB ---------------------------------------------------------- Fitch Ratings affirmed five and downgraded one class from Citigroup Home Equity Loan Trust 2003-HE1: Series CHELT 2003-HE1: -- Class A affirmed at 'AAA'; -- Class M1 affirmed at 'AA+'; -- Class M2 affirmed at 'AA-'; -- Class M3 affirmed at 'A'; -- Class M4 affirmed at 'BBB+'; -- Class M5 downgraded to 'BB' from 'BBB'. The pool is seasoned 53 months. As of the September 2007 remittance report, the transaction has a pool factor (current collateral balance as a percentage of the initial balance) of 10%. The affirmations, affecting about $21.5 million in outstanding certificates, reflect adequate levels of credit enhancement relative to expected losses. The downgrade affects $402,000 in outstanding certificates, reflects deterioration in the relationship between credit enhancement and expected losses. Class M5 is downgraded because losses have exceeded excess spread for 4 of the last 9 months and, as a result, eroded the overcollateralization. The cumulative loss as a percentage of the original collateral balance is 0.71% and the 60+ delinquency (including bankruptcy, foreclosure, and REO) as a percentage of the current collateral balance is 9.52%. CLAYTON HOLDINGS: S&P Revises Outlook to Stable from Positive ------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Shelton, Connecticut-based Clayton Holdings Inc. to stable from positive, following the company's deterioration in operating trends and credit metrics. The corporate credit rating is affirmed at 'B+'. "The rating reflects the company's narrow business profile, significant exposure to macroeconomic factors that affect mortgage origination and securitization, and noncontractual revenue streams," said Standard & Poor's credit analyst David Tsui. "These factors are offset partially by long-standing relationships with top MBS originators, a good competitive position, and conservative leverage levels for the rating." Clayton provides services to buyers and sellers of, and investors in, nonconforming loans and nonagency MBS. Leverage is currently low for the rating category, with debt to EBITDA at about 1.9x for the quarter ended September 2007. S&P expect leverage to increase, as the mortgage origination and securitization market likely will remain subdued for the near term. The company generated good free operating cash flow in the September quarter, primarily a result of advanced collection of receivables. S&P expect the company to continue to generate free operating cash flows, albeit at a more modest level. COLUMBIA AIRCRAFT: Court Okays Tonkon Torp as Bankruptcy Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon gave Columbia Aircraft Manufacturing Corporation permission to employ Tonkon Torp LLP as its bankruptcy counsel. Tonkon Torp is expected to: a. advise Debtor of its rights, powers, and duties as debtor and debtor-in-possession continuing to operate and manage its business and properties under Chapter 11 of the Bankruptcy Code; b. take all actions necessary to protect and preserve Debtor's bankruptcy estate, including the prosecution of actions on Debtor's behalf, the defense of any action commenced against Debtor, negotiations concerning all litigation in which Debtor is involved, objections to claims filed against Debtor in the bankruptcy case, and the compromise or settlement of claims; c. advise Debtor concerning, and prepare on behalf of Debtor, all necessary applications, motions, memoranda, responses, complaints, answers, orders, notices, reports and other papers, and review all financial and other reports required from Debtor as debtor-in-possession inc connection with administration of the Chapter 11 case; d. advise Debtor with respect to, and assist in the negotiation and documentation of, financing agreements, debt and cash collateral orders, and related transactions; e. review the nature and validity of any liens asserted against Debtor's property and advise Debtor concerning the enforceability of such liens; f. advise Debtor regarding (i) its ability to initiate actions to collect and recover property for the benefit of its estate; (ii) any potential property dispositions; and (iii) executory contract and unexpired lease assumptions, assignments and rejections, and lease restructuring and recharacterizations; g. negotiate with potential purchasers for the sale of all or substantially all of Debtor's assets for the highest and best price and seek approval of a sale in accordance with Section 363; h. negotiate with creditors concerning a plan of reorganization; prepare the plan of reorganization, disclosure statement and related documents; take the steps necessary to confirm and implement the plan of reorganization, including, if needed, negotiations for financing the plan; and i. provide such other legal advice or services as may be required in connection with this Chapter 11 case or the general operation and management of Debtor's business. The Debtor has agreed to pay Tonkon Torp at these rates: Professional Designation Hourly Rate ------------ ----------- ----------- Leon Simson, Esq. Of Counsel $400 Albert N. Kennedy, Esq. Partner $400 Timothy J. Conway, Esq. Partner $350 Ava L. Schoen, Esq. Associate $225 Laura Lindberg Paralegal $175 Leslie Hurd Legal Assistant $90 Nancy Kennedy Legal Assistant $90 To the best of Debtor's knowledge, Tonkon Torp is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be contacted at: Tonkon Torp LLP 1600 Pioneer Tower 888 Southwest Fifth Avenue Portland, OR 97204 Tel: 503 221-1440 Fax: 503 274-8779 http://www.tonkon.com/ Headquartered in Bend, Oregon, Columbia Aircraft Manufacturing Corporation -- http://www.flycolumbia.com/-- manufactures a variety of all-composite aircraft, including the Columbia 400 and employs approximately 440 people. The company filed for Chapter 11 protection on Sept. 24, 2007 (Bankr. D. Ore. Case No. 07-33850). When the Debtors filed for protection from their creditors, they listed estimated assets and liabilities of $1 million to $100 million. The Debtor's list of its 20 largest unsecured creditors showed total aggregate claims of more than $50 million. COLUMBIA AIRCRAFT: U.S. Trustee Amends Committee Appointment ------------------------------------------------------------ The United States Trustee for Region 18 amended the composition of the Official Committee of Unsecured Creditors in Columbia Aircraft Manufacturing Corporation's chapter 11 case. The Committee now consists of: 1) Teledyne Continental Motors Inc. Mike Irby, CFO 2039 S. Broad Street Mobile, AL 36615 Tel:(251) 436-8362 Fax:(251) 438-1811 2) Composites Universal Group William H. Blair, CFO 10540 SW 133rd Place Beaverton, OR 97008 Tel:(503) 730-0899 3) Oregon Aero Inc. Mary Iwamoto, Controller 34020 Skyway Drive Scappoose, OR 97056 Tel:(503) 543-8016 Fax:(503) 543-8199 4) The Mandala Agency Laury S. Benson, CFO 117 NW Outlook Vista Drive Bend, OR 97701 Tel:(541) 389-6344 Fax:(541) 389-3531 5) Tensolite Company Jesse S. Correia Suite 120 3000 Columbia House Boulevard. Vancouver, WA 98661 Tel:(360) 699-7278 Fax:(360) 694-9230 6) Hathaway Mangement LLC Bradford R. Smith 3525 NW Dimple Hill Road Corvallis, OR 97330 Tel:(541) 758-6486 Fax:(541) 754-6389 7) Garmin International Inc. Gloria Bracy Garmin AT 2345 Turner Road SE Salem, OR 97302 Tel:(503) 391-3411 Fax:(503) 364-2138 Headquartered in Bend, Oregon, Columbia Aircraft Manufacturing Corporation -- http://www.flycolumbia.com/-- manufactures a variety of all-composite aircraft, including the Columbia 400 and employs approximately 440 people. The company filed for Chapter 11 protection on Sept. 24, 2007 (Bankr. D. Ore. Case No. 07-33850). When the Debtors filed for protection from their creditors, they listed estimated assets and liabilities of $1 million to $100 million. The Debtor's list of its 20 largest unsecured creditors showed total aggregate claims of more than $50 million. COLUMBIA AIRCRAFT: Committee Hires McEwen Gisvold as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors in Columbia Aircraft Manufacturing Corporation's bankruptcy case obtained authority from the U.S. Bankruptcy Court for the District of Oregon to retain the law firm of McEwen Gisvold LLP as its attorneys. The firm will: (a) consult with the Committee concerning the administration of the case; (b) advise the Committee of its functions and duties under the Bankruptcy Code (specifically including, but not limited to, those duties specified in Section 1103); (c) investigate and identify claims and assets belonging to the estate that could result in a recovery for the benefit of unsecured creditors; (d) advise the Committee concerning sale of the Debtor's assets and other alternatives for restructuring Debtor's debts and financial affairs pursuant to a plan; (e) prepare necessary applications, answers, orders, reports, and other papers and pleadings on behalf of the Committee; and (f) otherwise advise and assist the Committee in connection with actions necessary and appropriate to maximize the value of the estate and the return to creditors. The Committee agreed to pay the firm's professionals at these hourly rates: James Ray Streinz $300 Johnston A. Mitchell $285 Paralegals $140 To the best of the Committee's knowledge, McEwen does not represent any other entity having an adverse interest in connection with the Debtor's Chapter 11 case or have any connection with the Debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee, or any District of Oregon bankruptcy judge. Headquartered in Bend, Oregon, Columbia Aircraft Manufacturing Corporation -- http://www.flycolumbia.com/-- manufactures a variety of all-composite aircraft, including the Columbia 400 and employs approximately 440 people. The company filed for Chapter 11 protection on Sept. 24, 2007 (Bankr. D. Ore. Case No. 07-33850). When the Debtors filed for protection from their creditors, they listed estimated assets and liabilities of $1 million to $100 million. The Debtor's list of its 20 largest unsecured creditors showed total aggregate claims of more than $50 million. COVAD COMMS: Signs Definitive Agreement with Platinum Equity ------------------------------------------------------------ Covad Communications Group Inc. has signed a definitive agreement to be acquired by Platinum Equity in an all-cash transaction. Under the terms of the agreement, which was unanimously approved by Covad's Board of Directors following the recommendation of its special committee, an affiliate of Platinum Equity will acquire Covad for $1.02 per share in cash. The purchase price represents a 59% premium to the closing price of Covad's shares on Oct. 26, 2007. The transaction is subject to the approval of Covad's shareholders and the satisfaction of customary closing conditions, including approval of the Federal Communications Commission and state public utility commissions in many of the states in which Covad operates. "After a careful and extensive review of our strategic alternatives, our Board of Directors has determined that the substantial premium to the current market price provided by this transaction offers the best value for our stockholders," Charles Hoffman, Covad president and chief executive officer, said. "Furthermore, Platinum's approach will bolster the successful execution of Covad's business strategy while providing the resources and support necessary for sustained growth. We believe that the resulting increased market competitiveness, improved capital structure, and enhanced product and network capabilities best position our customers, partners, and employees for the future." "Covad has a stellar reputation for quality and innovation, and is one of the premier providers in the broadband access market," Johnny O. Lopez, partner and head of global mergers and acquisitions for Platinum Equity, said. "There is opportunity for growth as the demand for high-bandwidth services continues to evolve, and we're eager to help Covad drive that growth." The transaction is expected to close by the end of the second quarter of 2008. Barclays Capital served as lead financial advisor to Covad in this transaction. Cowen and Company provided a fairness opinion to Covad's Board of Directors. Fenwick & West LLP acted as legal counsel to Covad in the transaction and Cahill Gordon & Reindel LLP acted as counsel to the special committee of Covad's Board of Directors. Bingham McCutchen LLP is acting as legal counsel to Platinum Equity. Houlihan Lokey Howard & Zukin served as advisor to Platinum Equity in this transaction. Headquartered in San Jose, California, Covad Communications Group, Inc. (AMEX:DVW) -- http://www.covad.com/-- provides broadband voice and data communications. The company offers DSL, Voice over IP, T1, Web hosting, managed security, IP and dial-up, and bundled voice and data services directly through Covad's network and through Internet Service Providers, value-added resellers, telecommunications carriers and affinity groups to small and medium-sized businesses and home users. Covad broadband services are currently available across the nation in 44 states and 235 Metropolitan Statistical Areas and can be purchased by more than 57 million homes and businesses, which represent over 50% of all US homes and businesses. Covad emerged from a chapter 11 restructuring in Dec. 2001 under a plan of reorganization that swapped $1.4 billion of bond debt with a combination of cash (about 19 cents-on-the-dollar) and a 15% equity stake in the company. Covad's prepetition shareholders retained an approximate 80% equity interest in the company. At June 30, 2007, the company's balance sheet showed a stockholders' deficit of $21.9 million, compared to a positive equity of $2.3 million at Dec. 31, 2006. CRDENTIA CORP: Completes $5 Mil. Private Placement Offering ----------------------------------------------------------- Crdentia Corp. has completed a private placement of a $5 million equity offering. The proceeds from this offering will be used for working capital and strategic initiatives. This financing will allow Crdentia to enhance its position in these target markets, in keeping with Crdentia's strategy of focusing on internal organic growth throughout the Sun Belt and enhancing its operations with potential strategic acquisitions in the Sun Belt. Crdentia also believes this funding will allow the company to implement additional organic growth initiatives to further improve operating margins and accelerate its increase in revenue. "Completion of this new equity financing is very important to Crdentia as it allows the company to fully implement its strategic growth plans with the goal of establishing Crdentia as one of the strongest full-service suppliers of healthcare personnel in the Sun Belt and one of the largest healthcare staffing companies in the country," John Kaiser, CEO, said. Terms of the financing include 15.7 million shares of common stock and 7.8 million five-year warrants to purchase common stock for $0.35 per share in a cash only exercise. A second and final closing for the offering will occur within 10 business days from the date of this initial $5 million funding. Global Hunter Securities, LLC acted as placement agent for the financing. About Crdentia Corp. Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT) -- http://www.crdentia.com/-- is a provider of healthcare staffing services to 1,500 healthcare providers in 49 states. Crdentia provides temporary healthcare staffing comprised of travel and per diem nursing, locum tenens, and allied healthcare staffing. Going Concern Doubt As reported in the Troubled Company Reporter on July 31, 2007, KBA Group LLP, in Dallas, expressed substantial doubt about Crdentia Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm reported that the company has incurred net losses totaling $16.1 million and $6.3 million for the years ended Dec. 31, 2006, and 2005, respectively, and has used cash flows from operating activities totaling $4.1 million and $5.1 million for the years ended Dec. 31, 2006, and 2005, respectively. Additionally, at Dec. 31, 2006, the company's current liabilities exceed their current assets by $8.1 million. CRDENTIA CORP: Completes $3.3 Million ATS Health Acquisition ------------------------------------------------------------ Crdentia Corp. has completed the acquisition of ATS Health Services. Terms of the transaction include $3.3 million in cash and 2.1 million shares of the company's common stock valued at $700,000. The acquisition is expected to be immediately accretive to Crdentia. ATS Health Services has plans to expand to five additional cities in Florida, and Crdentia will review these plans over the coming months. ATS Health has been strong in the home care market and has a presence in the hospital staffing business. Tim Jones, president of ATS Healthcare, has joined Crdentia's senior management team and will be responsible for overseeing the acquired operations. The integration process has already begun. In keeping with Crdentia's strategy of focusing its operations in attractive Sun Belt markets, this acquisition increases the company's revenue base by 35% and allows Crdentia penetration of the important markets throughout the Southeast region of the U.S. Crdentia believes the acquisition will: 1) provide critical mass to the company's overall operations; 2) significantly increase operating and EBITDA margins; and 3) improve its ability to attract national and regional contracts to add to the newly combined businesses. The acquisition will also bring additional leadership to Crdentia's growing management and recruitment teams. "I am very pleased to disclose Crdentia's acquisition of ATS Health Services," John Kaiser, Crdentia's chief executive officer, said. "ATS Health Services is a well-run company operating in attractive markets with a strong reputation and an impressive customer base- all qualities we look for in potential acquisition targets. The southeastern U.S. has an attractive demographic makeup for our service offerings, and we are excited about this new acquisition, which immediately gives Crdentia a strong market share position and broad coverage throughout the southeastern market." "In addition, the far greater presence throughout the Southeast region gained with this acquisition will allow Crdentia the ability to offer a much broader area of coverage for our Travel Nurse Division," Mr. Kaiser added. "Also, the company gains a diversified customer mix including hospital-based nursing, allied healthcare, home healthcare nursing, upon which it will be able to add additional large regional and national contracts. I believe we can take the combined companies to the next level of growth while further establishing the Crdentia footprint in the Sun Belt region." About ATS Health Services based in Jacksonville, Florida, ATS Health Services is a provider of temporary nurse and allied health staffing services to hospital, private practice, clinic, home care, corporate and occupational facilities in Florida, Georgia and North Carolina. About Crdentia Corp. Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT) -- http://www.crdentia.com/-- is a provider of healthcare staffing services to 1,500 healthcare providers in 49 states. Crdentia provides temporary healthcare staffing comprised of travel and per diem nursing, locum tenens, and allied healthcare staffing. Going Concern Doubt As reported in the Troubled Company Reporter on July 31, 2007, KBA Group LLP, in Dallas, expressed substantial doubt about Crdentia Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm reported that the company has incurred net losses totaling $16.1 million and $6.3 million for the years ended Dec. 31, 2006, and 2005, respectively, and has used cash flows from operating activities totaling $4.1 million and $5.1 million for the years ended Dec. 31, 2006, and 2005, respectively. Additionally, at Dec. 31, 2006, the company's current liabilities exceed their current assets by $8.1 million. CSK AUTO: Weak Performance Cues S&P to Cut Credit Rating to B ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on CSK Auto Inc. to 'B' from 'B+'. S&P also lowered the senior unsecured rating to 'CCC+' from 'B-', which is still two notches below the corporate credit rating. At the same time, S&P removed Phoenix, Arizona-based CSK Auto's corporate credit and all other ratings from CreditWatch, where they were originally placed with negative implications on June 21, 2006. The outlook is stable. In addition, S&P lowered the bank loan rating to 'B' from 'B+' and the recovery rating to '3' from '2'. The '3' rating indicates expectations for a meaningful (50%-70%) recovery of principal in the event of a default. "The lowered corporate credit rating reflects the company's weak operating performance, which has resulted in a deterioration of its credit metrics to levels more consistent with a 'B' rating," said Standard & Poor's credit analyst Stella Kapur. DELPHI CORP: Amends Chapter 11 Reorganization Plan -------------------------------------------------- Delphi Corp., on Oct. 30, 2007, filed potential amendments to its Joint Plan of Reorganization and related Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York. The notice of potential amendments was filed in accordance with a timetable established by the Bankruptcy Court for the resumption on Nov. 8, 2007 of the Disclosure Statement hearing commenced earlier this month on Oct. 3, 2007. The filing, which remains subject to further amendment by the company on Nov. 7, pursuant to the Bankruptcy Court's scheduling order, also included amendments to the Global Settlement Agreement and Master Restructuring Agreement between Delphi and General Motors Corp. and to the Investment Agreement with Delphi's Plan Investors which are led by an affiliate of Appaloosa Management L.P. Delphi also filed a separate motion seeking approval of the proposed amendment to the Investment Agreement at the Nov. 8, 2007 hearing. The proposed Investment Agreement amendment, which has been executed by Appaloosa and a supermajority of the Plan Investors, is subject to the satisfaction of various conditions including Appaloosa's approval of exit financing terms under discussion with the company's principal lead lenders and execution of the amendment by one additional plan investor prior to the Nov. 8 hearing. "Last evening's filings represent further substantial progress in our Chapter 11 cases in a challenging capital markets environment," said John Sheehan, Delphi vice president and chief restructuring officer. "These very focused potential amendments reflect current market conditions, commensurate changes to our proposed emergence capital structure and form of plan currency contemplated for stakeholder distributions, and an effective reduction of less than five percent in plan value to reflect macroeconomic and industry conditions and uncertainties." The potential amendments contemplate an approximate $2 billion reduction in the company's net debt at emergence. Further, the potential amendments reflect reductions in stakeholder distributions to some junior creditors and interest holders required to obtain consensus among Delphi's Creditors' Committee, Plan Investors and settling parties, and changes required by our Plan Investors and settling parties to obtain their endorsement of the Plan and Disclosure Statement, the company's settlements with GM and its US labor unions, the company's emergence business plan and related agreements. The potential amendments filed by the company include changes to the Plan Investors' direct investment and certain stakeholder recoveries: Party Original Plan Potential Amendment ----- ------------- ------------------- Plan Direct Investment Direct Investment Investors * Purchase $400MM. * Purchase $400MM of preferred stock of preferred stock convertible at an convertible at an assumed enterprise assumed enterprise value of $11.75B value of $10.80B * Purchase $400MM * Purchase $400MM of preferred stock of preferred stock convertible at an convertible at an assumed enterprise assumed enterprise value of $12.80B value of $11.80B * Purchase $175MM * Purchase $175MM of New Common Stock of New Common Stock at an assumed plan at an assumed plan value of $12.8B value of $11.8B GM Recovery of $2.7B Recovery of $2.7B * $2.7B in Cash * $750MM in Cash * $750MM in second lien note * $1.2B in junior conv. preferred stock Unsecured Par + accrued recovery Par + accrued recovery Creditors at Plan value of $13.9B at Plan value of $13B * 80% in New Common * 92.4% in New Common Stock valued stock valued at at $45 per share $41.58 per share * 20% in Cash * 7.6% through prorata participation in the Discount Rights Offering at $34.98 per share TOPrS Par + accrued recovery Par only recovery at at Plan value of $13.9B Plan value of $13.0B * 100% in New Common * 92.4% in New Common Stock valued at Stock valued at $45 per share $41.58 per share * 7.6% through prorata participation in the Discount Rights Offering at $34.98 per share Existing Par Value Rights Par Value Rights Common Stockholders * Right to acquire * Right to acquire approx. 12,711,111 approx. 12,711,111 shares of New Common shares of New Common Stock at a purchase Stock at a purchase price of $45.00 price of $41.58 per share per share Warrants Warrants * Warrants to acquire * Warrants to acquire an additional 5% $1.0B of New Common of New Common Stock Stock at $45.00 per at $45.00 per share share exercisable exercisable for five for six months years after emergence after emergence Direct Distribution No provision for Direct Distribution * 1,476,000 shares of New Common Stock Participation in No Provision for Discount Participation in Rights Offering Discount Rights Offering * Right to purchase 40,845,016 shares of New Common Stock at a purchase price of $38.56 per share Although the potential amendments are supported by the Creditors Committee, GM and the Plan Investors, Delphi has been advised by the Equity Committee that it will no longer support the company's Plan if amended to reduce recoveries to common stockholders as contemplated in the potential amendments. Absent a consensual resolution of the Equity Committee's concerns, the Committee is expected to file objections to the Disclosure Statement and Plan, seek a further adjournment of the continued Disclosure Statement hearing and current emergence timetable, and seek other relief from the Bankruptcy Court. Delphi will continue to work towards a consensus among its principal stakeholders, including the Equity Committee, however, the likelihood of such an outcome was speculative and not assured. A full-text copy of the blacklined changed pages to the Disclosure Statement is available for free at http://ResearchArchives.com/t/s?24ab A full-text copy of the blacklined changed pages to the Plan is available for free at http://ResearchArchives.com/t/s?24ac A full-text copy of the potential amendments and the Investment Agreement Amendment Approval Motion and related pleadings can be obtained at http://www.delphidocket.com/ Adequacy of Disclosure Statement The hearing to consider the adequacy of the Disclosure Statement began on Oct. 3, 2007 and is scheduled to continue on Nov. 8, 2007. The brief adjournment allowed Delphi to continue to negotiate potential Plan of Reorganization (POR) amendments with key stakeholders, make appropriate amendments to both the GM settlement documentation and the Equity Purchase Commitment Agreement, and continue discussions with potential exit lenders. Approval of the Disclosure Statement and related voting solicitation procedures permits the company to solicit acceptances of the proposed Plan of Reorganization later this year and seek confirmation of the Joint Plan of Reorganization by the Bankruptcy Court during the first quarter of 2008. About Delphi Headquartered in Troy, Michigan, Delphi Corporation (OTC: DPHIQ) - - http://www.delphi.com/-- is the single supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The company's technology and products are present in more than 75 million vehicles on the road worldwide. Delphi has regional headquarters in Japan, Brazil and France. The company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000 in total assets and $23,851,000,000 in total debts. The Debtors' exclusive plan-filing period expires on Dec. 31, 2007. On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan of Reorganization and a Disclosure Statement explaining that Plan. (Delphi Bankruptcy News, Issue No. 93; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). DUNE ENERGY: Commences $300MM Exchange Offer for 10-1/2% Notes -------------------------------------------------------------- Dune Energy Inc. commenced an exchange offer for all of its outstanding 10-1/2% Senior Secured Notes due 2012. Dune is offering to exchange up to $300 million aggregate principal amount of its 10-1/2% Senior Secured Notes due 2012, which have been registered under the Securities Act of 1933, as amended, for a like principal amount of its original unregistered 10-1/2% Senior Secured Notes due 2012, sold in that private offering exempt from registration requirements completed on May 15, 2007. The terms of the exchange securities are substantially identical to the terms of the original securities for which they are being exchanged, except that the transfer restrictions and the registration rights, applicable to the original securities, are not applicable to the exchange securities. Dune will accept for exchange any and all original securities validly tendered prior to 5:00 p.m., New York City time, on Nov. 27, 2007, unless Dune extends the exchange offer. Copies of the prospectus and transmittal materials governing the exchange offer may be obtained from the Exchange Agent: The Bank of New York Attention: Corporate Trust Operations 101 Barclay Street, 7 East New York, NY 10286 Tel (212) 815-5098 Fax (212) 298-1915 About Dune Energy Headquartered in Houston, Texas, Dune Energy Inc. (Amex: DNE) -- http://www.duneenergy.com/-- is an independent exploration and development company, with operations focused along the Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin Barnett Shale. Dune will continue to exploit its existing asset base, seek accretive acquisitions, and enter into additional joint venture drilling programs. * * * Moody's Investor Service placed Dune Energy Inc.'s senior secured debt, probability of default and long term corporate family ratings at 'Caa2' in April 2007. The ratings still hold to date with a stable outlook. FANNIE MAE: Fitch Lowers $1.9MM Class B-3 Certs.' Rating to BB -------------------------------------------------------------- Fitch Ratings affirmed one and downgraded three classes from Fannie Mae 1998-W3 trust as: -- $9.5 million class A affirmed at 'AAA'; -- $5.4 million class B-1 downgraded to 'AA-' from 'AAA', placed on Rating Watch Negative; -- $2.4 million class B-2 downgraded to 'A-' from 'AA-', placed on Rating Watch Negative; -- $1.9 million class B-3 downgraded to 'BB' from 'BBB+'. The affirmation reflects the adequate relationship of credit enhancement to future loss expectations and affects $9.5 million in outstanding certificates. The downgrades reflect the deterioration in the relationship of CE to future loss expectations and affects $9.7 million in outstanding certificates. Fannie Mae 1998-W3 is generally experiencing monthly losses greater than the available excess spread, which results in the steady erosion of credit enhancement in the transaction. As of the September distribution date, the transaction listed above is seasoned 110 months. The pool factor (current principal balance as a percentage of original balance) is 11%. Currently, the percentage of loans that are 60 days delinquent or more is about 13% and losses to date are 2.47%. The underlying collateral consists of fully amortizing 10- to 30- year fixed-rate mortgages secured by first liens extended to borrowers under lending programs designed to meet the objectives of the Community Reinvestment Act of 1977 (the 'CRA'). The loans are serviced by Countrywide Home Loans, Inc., which is rated 'RMS2+' by Fitch. FHC HEALTH: S&P Removes 'B' Credit Rating from Negative Watch ------------------------------------------------------------- Standard & Poor's Ratings Services has removed its 'B' counterparty credit rating on FHC Health Systems Inc. from CreditWatch with negative implications, where it was placed on June 14, 2007, and affirmed the rating. The outlook is stable. Also at the same time Standard & Poor's assigned its 'B+' loan and '2' recovery rating to FHC's proposed five-year $20 million revolver and six-year $175 million first-lien term loan and its 'CCC+' loan and '6' recovery rating to the company's proposed six- year, six-month $85 million second-lien term loan. A '2' recovery rating indicates the expectation for substantial (70%-90%) recovery in the event of default; a '6' recovery indicates the expectation of negligible (0%-10%) recovery in the event of default. Standard & Poor's also affirmed its 'B' senior secured debt bank loan rating and its 'CCC+' junior secured bank loan rating. The ratings had initially been placed on CreditWatch following the announcement that effective Sept. 1, 2007, FHC no longer manages behavioral health care for Medicaid recipients and other beneficiaries of the Maricopa County Regional Behavioral Health Authority. In 2006, this account had constituted about 38% of the company's revenues and 31% of the company's EBITDA (excluding discontinued operations). Standard & Poor's subsequently met with FHC's management and revised expectations such that improved operating performance was expected to offset the lost income from the Maricopa County Regional Behavioral Health Authority contract nonrenewal. On July 25, 2007, Standard & Poor's kept the company on CreditWatch pending discussions with management regarding the effects of the proposed new equity owner on capitalization, leverage, coverage, and financial policy. On July 17, 2007, FHC had announced that it entered into a definitive agreement with Crestview Partners L.P., a private equity firm, under which Crestview will take a significant equity stake in the company, accompanied by a new governance structure. The transaction is expected to close in November 2007. The transaction will be financed with a $105 million Crestview investment in FHC and $260 million in new debt, consisting of a $175 million first-lien term loan and an $85 million second-lien term loan, as well as a $20 million revolver, which initially will be undrawn. The proceeds from the Crestview investment and new debt will be used to repay existing bank debt, retire $15 million of preferred stock, and pay a dividend to the primary stockholder. The resulting entity will no longer include the nonmanaged-care holding company, RID Ventures LLC, which constituted only 2% of 2006 revenues, but will consist solely of the ValueOptions subsidiary, which contributed the remaining 98% of 2006 revenues. The affirmation reflects FHC's improving operating performance under its new senior management. Operating performance is expected to have greater stability under the new senior management. As a result of the improvement, year-end EBITDA on a pro forma basis, is expected to offset the loss of the contract. FORD CREDIT: S&P Places 'BB' Rating Under Positive CredtiWatch -------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on nine classes of notes and certificates from six Ford Credit Auto Owner Trust securitizations originated between 2004 and 2006 on CreditWatch with positive implications. The positive CreditWatch placements reflect the strong performance of the underlying collateral pools of prime automobile loan receivables originated by Ford Motor Credit Co., combined with increased credit enhancement as a percent of the current pool balances, which can be used to cover losses. In addition, current cumulative net losses are below Standard & Poor's initial expectations. Each transaction contains a nondeclining reserve account of 0.50% of its initial pool balance. Furthermore, each of the six trusts is structured with yield-supplement overcollateralization to supplement shortfalls in yield, and is available to cover losses after all monthly payments of interest have been made in the collateral pools. Over the next one to two months, Standard & Poor's will review the collateral pools and the remaining credit enhancement for each of the six transactions and determine whether upgrades are warranted. Ratings Placed on Creditwatch Positive Ford Credit Auto Owner Trust Rating ------ Series Class To From ------ ----- -- ---- 2004-A D AA-/Watch Pos AA- 2005-A D A+/Watch Pos A+ 2005-B D A+/Watch Pos A+ 2005-C C AA/Watch Pos AA 2005-C D A-/Watch Pos A- 2006-A B A/Watch Pos A 2006-A C BBB/Watch Pos BBB 2006-A D BB/Watch Pos BB 2006-1 B AA/Watch Pos AA FOUR POINTS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Four Points Corporation dba Brendan Diamonds dba JC Keepsake Diamonds dba Only Diamonds 10300 Linn Station Road Suite 400 Louisville, KY 40223 Bankruptcy Case No.: 07-13418 Type of Business: The Debtor retails diamonds and jewelry, under the names Brendan Diamonds, J.C. Keepsake, and Only Diamonds. The Debtor is an affiliate of L.I.D. Ltd., which filed for Chapter 11 protection on March 17, 2007 (Bankr. S.D.N.Y. Case No. 07-10725). Chapter 11 Petition Date: October 29, 2007 Court: Southern District of New York (Manhattan) Judge: James M. Peck Debtor's Counsel: John Edward Westerman, Esq. Westerman Ball Ederer Miller & Sharfstein, LLP 170 Old Country Road, 4th Floor Mineola, NY 11501 Tel: (516) 622-9200 Fax: (516) 622-9212 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Rouse Co. Rent $70,484 Park Meadows P.O. Box 64105 Baltimore, MD 21264-4105 Aurafin $49,350 6701 Nob Hill Road Fort Lauderdale, FL 33321 Chapel Hills Mall Rent $49,147 SDS-12-1357 P.O. Box 86 Minneapolis, MN 55486 Robert Babaev, Ltd. $45,559 Forest City Management Rent $43,353 Benchmark $40,564 Absolute Brilliance $40,173 Fashion Show Mgt. LLC Rent $34,565 Park Meadows Rent $32,478 Southwest Plaza Rent $32,418 Fashion Place/Rouse Co. Rent $31,890 Westday Associates L.P. Rent $30,133 MMP Citadel, LLC Rent $29,439 New River Rent $28,217 TWC-Chandler LLC Rent $28,075 Hocker Oxmoor Rent $25,786 East Mesa Associates $25,322 L.I.D. Diamonds Ltd. $24,377 Retail Property Trust $23,904 The Retail Property Trust-Simon $23,903 FRED WEBB: Case Summary & 14 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Fred Duane Webb Deborah Jane Webb 824 Mill Creek Road Arnold, MD 21012 Bankruptcy Case No.: 07-20649 Chapter 11 Petition Date: October 29, 2007 Court: District of Maryland (Baltimore) Judge: James F. Schneider Debtor's Counsel: Steven H. Greenfeld, Esq. Cohen, Baldinger & Greenfeld, L.L.C. 7910 Woodmont Avenue, Suite 760 Bethesda, MD 20814 Tel: (301) 881-8300 Fax: (301) 881-8350 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's 14 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Park Station Limited $246,451 Partnership, L.L.L.P. Suite 500 17 West Pennsylvania Avenue Towson, MD 21204 Michael Cohn $150,000 515 Bayberry Drive Severna Park, MD 21146 P.N.C. Bank $58,510 Consumer Loan Center P5-PCLC-02-R 2730 Liberty Avenue Pittsburgh, PA 15222 St. John Properties, Inc. $36,564 Lake Shore Associates, $29,463 L.L.C. Goel Enterprises, Inc. $29,463 The Bayard Firm $8,068 Piney Shops, L.L.C. $6,528 Struever Bros, Eccles & Rouse $5,662 State Department of $5,400 Assessments and Taxation First Data Merchant Services $3,099 Beverly Faith Halloran-Hogrete $2,000 Provident Bank $1,890 F.A.T.A., Inc. $680 GAP INC: Issues Statement on Child Labor Allegations ---------------------------------------------------- Gap Inc. issued a statement clarifying information surrounding a UK media report on the use of child labor in an unauthorized facility that produced a single product for Gap. Earlier this week, the company was informed about an allegation of child labor at a facility in India that was working on one product for GapKids. An investigation was immediately launched. The company noted that a very small portion of a particular order placed with one of its vendors was apparently subcontracted to an unauthorized subcontractor without the company's knowledge or approval. This is in direct violation of the company's agreement with the vendor under its Code of Vendor Conduct. Marka Hansen, president of Gap North America, said: "We strictly prohibit the use of child labor. This is a non- negotiable for us -- and we are deeply concerned and upset by this allegation. As we've demonstrated in the past, Gap has a history of addressing challenges like this head-on, and our approach to this situation will be no exception. "In 2006, Gap Inc. ceased business with 23 factories due to code violations. We have 90 people located around the world whose job is to ensure compliance with our Code of Vendor Conduct. "As soon as we were alerted to this situation, we stopped the work order and prevented the product from being sold in stores. While violations of our strict prohibition on child labor in factories that produce product for the company are extremely rare, we have called an urgent meeting with our suppliers in the region to reinforce our policies. "Gap Inc. has one of the industry's most comprehensive programs in place to fight for workers' rights overseas. We will continue to work with the government, NGOs, trade unions, and other stakeholder organizations in an effort to end the use of child labor." Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an international specialty retailer offering clothing, accessories and personal care products for men, women, children and babies under the Gap, Banana Republic, Old Navy, Forth & Towne and Piperlime brand names. Gap Inc. operates more than 3,100 stores in the United States, the United Kingdom, Canada, France, Ireland and Japan. In addition, Gap Inc. is expanding its international presence with franchise agreements for Gap and Banana Republic in Southeast Asia and the Middle East. * * * The company continues to carry Fitch's BB+ Issuer Default Rating. The company also carries Standard & Poor's Ratings Services' BB+ corporate credit rating. GATEHOUSE MEDIA: To Buy Morris Publications for $115 Million ------------------------------------------------------------ GateHouse Media, Inc. has signed a definitive asset purchase agreement to acquire fourteen daily newspapers, three non-daily newspapers, a commercial printing operation and other related publications from Morris Publishing Group for a purchase price of approximately $115 million. Morris Publishing Group disclosed that it will utilize all of the net cash proceeds from the sale to pay down the debt outstanding under its bank credit agreement. The transaction is expected to close before the end of November and is subject to regulatory approval and customary closing conditions. The daily newspapers to be sold include: * the Dodge City (Kansas) Daily Globe, * The Newton (Kansas) Kansan, * The (Pittsburg, Kansas) Morning Sun, * the Hillsdale (Michigan) Daily News, * The Holland (Michigan) Sentinel, * the Hannibal (Missouri) Courier-Post, * The (Independence, Missouri) Examiner, * The Grand Island (Nebraska) Independent, * the York (Nebraska) News-Times, * The Daily Ardmoreite (Oklahoma), * The Shawnee (Oklahoma) News-Star, * the Yankton (South Dakota) Daily Press & Dakotan, * The Oak Ridger (Tennessee), and * the News Chief (Winter Haven, Florida). The non-daily newspapers include: * La Estrella (Dodge City, Kansas), * The Girard (Kansas) City Press and * the Vermillion (South Dakota) Plain Talk. The commercial printing operation is Flashes Publishing (Michigan), which also publishes The Holland Sentinel and the Flashes Shopping Guides (Michigan), related free non-daily community publications included in the sale. "This is an excellent acquisition opportunity for GateHouse," Mike Reed, Chief Executive Officer of GateHouse, said. "These are strong local media franchises in small markets, many of which are near existing GateHouse properties and offer compelling synergy opportunities. We are also enthusiastic about the acquisition from a financial standpoint as we expect these assets to generate an incremental $14 million of Adjusted EBITDA." Commenting on the sale, William S. Morris IV, Morris Publishing Group's chief executive officer and president, said, "While it is difficult to say goodbye, this sale is in line with our strategic plan to focus on our larger markets and will enable us to pay down our existing bank debt. We greatly appreciate the work by the employees of these great newspapers during the time they've been a part of Morris." About Morris Publishing Based in Augusta, Georgia, Morris Publishing Group, LLC -- http://www.morris.com/-- is a wholly owned subsidiary of Morris Communications Company, LLC, a privately held media company. Morris Publishing owns and operates 27 daily newspapers as well as nondaily newspapers, city magazines and free community publications in the Southeast, Midwest, Southwest and Alaska. About GateHouse Media Headquartered in Fairport, New York, GateHouse Media, Inc., (NYSE:GHS) -- http://gatehousemedia.com/-- is a publisher of locally based print and online media in the United States. GateHouse Media currently serves local audiences of more than 10 million per week across 19 states through hundreds of community publications and local websites. GateHouse Media is traded on the New York Stock Exchange under the symbol "GHS." * * * As reported in the Troubled Company Reporter on Oct. 29, 2007, Moody's Investors Service affirmed all ratings of GateHouse Media Operating Inc., but changed the rating outlook to negative. This action follows the company's announcement that it has agreed to acquire various publications from Morris Publishing Group for a purchase price of $115 million, which it intends to partly fund through the use of cash on hand and/or borrowings under existing credit facilities. Ratings affirmed are B1 rating of the company's senior secured first lien revolving credit facility; B1 rating of its senior secured term loan B; B1 rating of its senior secured term loan C; B1 senior secured delayed draw term loan rating; B1 corporate family rating and B2 probability of default rating. The rating outlook is changed to negative from stable. GENCORP INC: Fitch Affirms and then Withdraws Ratings ----------------------------------------------------- Fitch Ratings affirmed and simultaneously withdrew these GenCorp Inc. ratings: -- Long-term Issuer Default Rating 'B-'; -- Senior secured revolving credit facility 'BB-/RR1'; -- Senior secured term loan 'BB-/RR1'; -- Senior subordinated notes 'BB-/RR1'; -- Contingent convertible subordinated notes 'CCC+/RR5'; -- Convertible subordinated debentures 'CCC+/RR5'. The Rating Outlook is Stable. Fitch will no longer provide rating coverage of Gencorp. GLOBAL POWER: Sells Braden's Asset to Prestige for $575,000 ----------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware authorized Global Power Equipment Group Inc. and its debtor- affiliates to sell certain asset to Prestige Equipment Corporation for $575,000, under an asset purchase agreement dated Oct. 16, 2007. Under the agreement, the Debtors will sell the boring mill owned by Braden Manufacturing LLC, its auxiliary power equipment segment in Tulsa, Oklahoma. The will also provide an insurance policy of at least $700,000 to Prestige Equipment for any damage to the Debtors' property during the removal of the equipment. In addition, Prestige Equipment will pay all existing brokerage claims to Tom Lowkes of Fabricating & Production Machinery in Spencer, Massachusetts. At the closing date, Prestige Equipment will immediately pay the Debtors the entire purchase price by wire transfer. Headquartered in Oklahoma, Global Power Equipment Group Inc. (Pink Sheets: GEGQQ) -- http://www.globalpower.com/-- is a design, engineering and manufacturing firm providing an array of equipment and services to the energy, power infrastructure and process industries. The company designs, engineers and manufactures a comprehensive portfolio of equipment for gas turbine power plants and power-related equipment for industrial operations, and has over 40 years of power generation industry experience. The company's equipment is installed in power plants and in industrial operations in more than 40 countries on six continents. In addition, the company provides routine and specialty maintenance services to nuclear, coal-fired, fossil, and hydroelectric power plants and other industrial operations. The company has facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai, China; Nanjing, China; and Heerleen, The Netherlands. The company filed for chapter 11 protection on Sept. 28, 2006 (Bankr. D. Del. Case No. 06-11045). Thomas E. Lauria, Esq., Matthew C. Brown, Esq., Gerard Uzzi, Esq., John Cunningham, Esq., and Frank Eaton, Esq., at White & Case LLP; and Jeffrey M. Schlerf, Esq., Eric M. Sutty, Esq., and Mary E. Augustine, Esq., at The Bayard Firm, represent the Debtors. Kurtzman Carson Consultants LLC acts as the Debtors' noticing and claims agent. At Oct. 31, 2006, Global Power's balance sheet showed total assets of $177,758,000 and total debts of $99,017,000 Jeffrey S. Sabin, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP; and Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP, represent the Official Committee of Unsecured Creditors. The Official Committee of Equity Security Holders is represented by Howard L. Siegel, Esq., and Steven D. Pohl, Esq., at Brown Rudnick Berlack Israels LLP. HAWTHORNE GRANDE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Hawthorne Grande L.P. 101 Burr Ridge Parkway Burr Ridge, IL 60527 Tel: (312) 346-1300 Bankruptcy Case No.: 07-20082 Chapter 11 Petition Date: October 29, 2007 Court: Northern District of Illinois (Chicago) Judge: Carol A. Doyle Debtor's Counsel: Morgan M. Smith, Esq. Schwartz Cooper Chartered 180 North LaSalle Street, Suite 2700 Chicago, IL 60601 Tel: (312) 346-1300 Fax: (312) 264-2489 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Green Advertising Trade Debt $43,295 302 Clint Moore Road Suite 226 Boca Raton, FL 33487 Orlando Sentinel Trade Debt $37,496 c/o Levy Diamond Bello & Associates Attn: Craig Capitan 497 Bic Drive Milford, CT 06461 Progress Energy Trade Debt $10,098 5225 Tech Data Drive Clear Water, FL 33760 X-Press Carpet Service Trade Debt $8,700 Orange County Utilities Trade Debt $6,814 Sherwin Williams Trade Debt $4,255 Smart Deal Services Trade Debt $2,734 Millennium Contract Trade Debt $2,620 HD Supply Trade Debt $1,941 Pristine Clean Trade Debt $1,640 Apartment Hunters Trade Debt $1,847 Brownie's Trade Debt $1,185 For Rent Trade Debt $993 Firetronics Trade Debt $692 Every Green Trade Debt $679 Atlas Glass & Mirror Trade Debt $580 IKON Financial Services Trade Debt $552 Wilmar Trade Debt $549 Human Directionals Trade Debt $420 Performance Gate Systems Trade Debt $395 HOST HOTELS: Christopher J. Nassetta Resigns as President and CEO ----------------------------------------------------------------- Christopher J. Nassetta has tendered his resignation as president and chief executive officer of Host Hotels & Resorts Inc., to become president and chief executive officer of Hilton Hotels Corporation. Mr. Nassetta will remain at the company until the end of November to assist in the transition of duties to the new chief executive officer. The board of directors, while expressing its regret at Chris Nassetta's decision, thanks him for 12 years of outstanding service during which the size of the company more than doubled, the stockholder value was significantly enhanced, and the brand diversification of the Company's portfolio was substantially improved. The board of directors appointed W. Edward Walter as president and chief executive officer effective Oct. 29, 2007. Mr. Walter is currently executive vice president and chief financial officer, a position he has held since 2003. Since he joined the company in 1996, he has served in various senior management positions, including chief operating officer. Richard E. Marriott, chairman of the board said, "Ed Walter has been involved in every area of the company's operations and has been an integral part of each of our major transactions over the last ten years, including our conversion to a REIT in 1998, the restructuring of our balance sheet and, most recently, our $3.5 billion acquisition of hotels from Starwood. The board is extremely pleased that Ed Walter will assume this responsibility and knows that he will be successful in implementing the company's Best In Class strategy as our new CEO." About Host Hotels & Resorts Headquartered in Bethesda, Maryland, Host Hotels & Resorts Inc. (NYSE:HST) -- http://www.hosthotels.com/-- is a lodging real estate investment trust and owns luxury and upper upscale hotels. The company currently owns 121 properties with approximately 64,000 rooms, and also holds a minority interest in a joint venture that owns seven hotels in Europe with approximately 2,700 rooms. Guided by a disciplined approach to capital allocation and aggressive asset management, the company partners with premium brands such as Marriott(R), Ritz-Carlton(R), Westin(R), Sheraton(R), W(R), St. Regis(R), The Luxury Collection(R), Hyatt(R), Fairmont(R), Four Seasons(R), Hilton(R) and Swissotel(R)* in the operation of properties in over 50 major markets worldwide. * * * As reported in the Troubled Company Reporter on Oct. 19, 2007, Fitch Ratings upgraded these ratings of Host Hotels & Resorts, Inc.'s Issuer Default Rating to 'BB+' from 'BB' and Preferred Stock to 'BB' from 'B+', and its principal operating subsidiary, Host Hotels & Resorts L.P.'s IDR to 'BB+' from 'BB', Bank credit facility to 'BB+' from 'BB', Senior unsecured notes to 'BB+' from 'BB', and Exchangeable senior unsecured debentures to 'BB+' from 'BB'. Fitch's rating action affects about $4.2 billion of securities. The rating outlook is stable. ISOTIS INC: Stockholders Approve Sale of Company to Integra ----------------------------------------------------------- Stockholders of IsoTis Inc. have approved the sale of IsoTis to Integra LifeSciences Holdings Corporation pursuant to an agreement and plan of merger dated as of Aug. 6, 2007. The acquisition is expected to close shortly, followed by settlement of the acquisition price of $7.25 in cash per share. Following the merger, shares of IsoTis common stock will cease to be listed on NASDAQ. IsoTis Inc. revealed the interim tabulation results of the special stockholders' meeting held on Oct. 11, 2007 and adjourned to Oct. 23, 2007. Prior to Oct. 11, 2007, approximately 2,555,000 shares, 36% of the shares entitled to vote, voted for the merger with Integra LifeSciences. The votes "for" the merger represented 93% of the total number of approximately 2,753,000 votes cast prior to Oct. 11, 2007. As previously disclosed on Oct. 12, 2007, the number of shares represented at the meeting was insufficient to establish the quorum of 3,549,615 shares necessary to approve the proposed merger. About Integra LifeSciences Holdings Based in Plainsboro, New Jersey, Integra LifeSciences Holdings Corp. (NASDAQ:IART) -- http://www.integra-ls.com/-- is an integrated medical device company involved in regenerative medicine. The company is engaged in the development, manufacturing and marketing of surgical implants and medical instruments. These products include both implants for neurosurgery, spinal surgery, reconstructive surgery and medical surgical equipment. About IsoTis Headquartered in Irvine, California, IsoTis Inc. (NASDAQ: ISOT) -- http://www.isotis.com/-- is an orthobiologics company that develops, manufactures and markets proprietary products for the treatment of musculoskeletal diseases and disorders. The company's international sales headquarters are based in Lausanne, Switzerland. On Aug. 7, 2007 Integra and IsoTis said that they have reached a definitive agreement to create a global orthobiologics leader. The combination would create a comprehensive orthobiologics portfolio, one of the largest sales organizations focused on orthobiologics in the US, and multiple cross-selling opportunities. The transaction is subject to approval of IsoTis' stockholders, as well as other closing conditions and approvals. Upon closing, IsoTis will become a wholly-owned subsidiary of Integra and Integra will be one of the largest companies in the world focused on advanced technology in orthobiologics. Bankruptcy Warning The IsoTis Board of Directors continues to believe unanimously that the interests of IsoTis' stockholders are best served by the acquisition by Integra, and that there are no feasible alternatives for the company and the stockholders. If IsoTis is unable to obtain the vote necessary to approve the proposed transaction, the company believes it will have to seek bankruptcy protection. JAYS FOODS: Gets Interim OK to Access $25.4 Mil. LaSalle DIP Fund ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois gave Jays Foods Inc. and Select Snacks Inc. permission to borrow postpetition financing from LaSalle Business Credit LLC up to an aggregate amount of $25,400,000. The postpetition financing will accrue interest on the outstanding principal amount at a rate equal to the prime rate plus 2%. The Court rules that until the Debtors pay in full its postpetition and prepetition loans, the Debtors will remit to LaSalle immediately upon receipt, cash collateral in their possession including funds in lock box accounts as of the bankruptcy filing. Proceeds or payments of prepetition and postpetition loans together with cash collateral proceeds remitted to LaSalle will be applied in this manner: -- first, to outstanding postpetition loans -- next, to accrued, unpaid interest on postpetition loans; -- next, to accrued interests and costs of prepetition loans; and -- last, to any portion of prepeition debt consisting of principal. The obligations of the prepetition and postpetition lender will terminate at the earlier of: -- Dec. 10, 2007; -- or entry of an order approving sale of substantially all of the Debtors's assets; -- or the effectivity date of a reorganization plan; -- or conversion of the case to liquidation under chapter 7; -- or dismissal of the chapter 11 cases. The Court has set a hearing on Nov. 8, 2007, at 10:30 a.m. for considering final approval of the Debtors' request to borrow postpetition financing. Objections may be filed no later than Nov. 5, 2007, at 4:00 p.m. and sent to the Bankruptcy Clerk and copies sent to: a. Mark K. Thomas, Esq. Winston & Strawn LLP 35 W. Wacker Drive Chicago, IL 60601 b. John P. Sieger, Esq. Katten Muchin Rosenman LLP 525 W. Monroe Street Chicago, IL 60601 c. James B. Sowka Office of the U.S. Trustee 227 W. Monroe Street, Suite 2750 Chicago, IL 60601 d. Jeffrey N. Pomerantz, Esq. Pachulski, Stang, Ziehl & Jones LLP 10100 Santa Monica Boulevard, 11th Floor Los Angeles, CA 90067 e. Steve Jakubowski, Coleman Law Firm 77 W. Wacker Drive Chicago, IL 60601 Chicago-based Jays Foods Inc. -- http://www.jaysfoods.com/-- wholesales confectionery products and manufactures snack chip products. Jays Foods leases real property, and owns certain equipment, in Chicago, Illinois where it operates a manufacturing facility that makes snacks mostly under the Jays, O-KE-DOKE and Krunchers brand names. Jays is 100% owned by Jays Holding Company, Inc. The company, then known as Jays Food LLC, first filed for chapter 11 protection on March 5, 2004 (Bankr. N.D. Ill. Case No. 04- 08681). David Missner, Esq., Marc I. Fenton, Esq. and Thomas Zwartz, Esq. at Piper Rudnick LLP were counsels to the Debtor. In the March 2004 case, a Section 363 sale took place and most of the assets of former Jays Foods were sold to Jays Foods Acquisition Inc., predecessor to Jays Foods Inc. The March 2004 case was closed on or about March 9, 2007. Select Snacks Inc., on the other hand, owns real property, improvements and equipment in Jeffersonville, Indiana where it operates a manufacturing facility that makes private label and co- manufactured snacks for its customers. Select Snacks is 100% owned by Select Snacks Holdings Company, Inc. Both Select Holding and Jays Holding are 100% owned by Ubiquity Brands LLC. As of the Oct. 11, 2007, the Debtors had approximately 943 employees of which Select has 262 (211 union employees and, 51 non-union employees) and Jays has 681 total employees (236 union employees and 445 non-union employees). Jays Foods and Select Snacks filed voluntary chapter 11 petitions on Oct. 11, 2007 (Bankr. N.D. Ill. Case Nos. 07-18768 and 07-18769). Mark K. Thomas, Esq., Brian I. Swett, Esq., Jeremy T. Stillings, Esq., Myja K. Kjaer, Esq., at Winston & Strawn LLP, represent the Debtors. Kurtzman Carson Consultants LLC serve as their notice, claims and balloting agent. When they sought protection from their creditors, they listed assets and debts between $10 million and $50 million. JFK MEDICAL: Poor Performance Cues Moody's to Cut Ratings --------------------------------------------------------- Moody's Investors Service downgraded to Ba1 from Baa2 the underlying rating assigned to JFK Medical Center/Hartwyck at Oak Tree's outstanding debt listed at the conclusion of this report. The rating downgrade reflects material decline in operating performance and balance sheet indicators of JFK Medical Center/Hartwyck at Oak Tree and Muhlenberg Regional Medical Center. Moody's analysis is based on the consolidated statements of Solaris Health System Inc., parent organization of JFK and MRMC in determining the rating for JFK. MRMC's underlying rating is also downgraded to Ba1 from Baa2 as its rating is based on a guarantee of debt service to the bond insurer by the JFK Obligated Group. Legal Security The JFK bonds are secured by a gross revenue pledge of JFK. The MRMC bonds are secured by a gross revenue pledge of MRMC and a mortgage of MRMC property. MRMC's bonds are insured and JFK provides a guarantee to the insurer that is limited to MRMC's annual debt service payments of about $2.3 million. Interest Rate Derivatives JFK is a party to a number of swap transactions with Morgan Stanley (Aa3), with a total notional amount of $67.335 million. JFK entered into these transactions to lower the effective interest cost on its Series 1993 and 1995 bonds and reduce its exposure to variable interest rates. The aggregate market value of the swap transactions, as of Sept. 30, 2007, was about negative $1.5 million. Morgan Stanley has the right to terminate the swaps if JFK is rated below Baa3. Strengths * Sizable system, with 754 acute care licensed beds (2 sites), 94 rehabilitation beds, 644 long-term care beds (3 sites), one assisted living facility and an ambulatory care centers. Leverage created by Solaris improves upon the market clout JFK and MRMC could achieve as an independent entity * Expanding operating room capacity at JFK to accommodate increased volume of inpatient and outpatient surgical services. * Positive volume trends at JFK in maternity and adult inpatient services with continuing growth of medical staff. JFK and MRMC have experienced positive volume trends for outpatient services. * Revenue cycle initiatives and patient flow initiative focusing on to reducinge length of stay reductions is beginning to demonstrate results * JFK's Iinclusion in the New York City metropolitan service area for Medicare reimbursement will result in additional revenue for years 2007 through * Nursing school on Muhlenberg's campus provides access to recruitment of nurses. New School of Nursing facility, including a dormitory was completed in September 2006 Challenges * MRMC has been a financial drain on the system especially over the last two years and has had a negative impact on the System's financial performance. Recent operating losses have consumed system and managerial resources * MRMC is currently not in compliance with its financial covenants including one that constitutes an event of default; noncompliance could result in immediate acceleration of the MRMC bonds if exercised by the bond insurer. JFK's obligation on MRMC's bonds is limited to annual debt service payments paid to the insurer of about $2.3 million per year which would redirect that cashflow from JFK's capital needs. * Materially declining balance sheet as a result of its unfunded defined benefit pension plan that has required increasing contributions from $17 million for 2006 to $31 million for 2007. * Material 23% decline in cash since FY end 2006 such that cash balances for system now equate to a modest 48 days cash on hand through six months 2007 with expectation for further decline during 2007 by year end. Muhlenberg has depleted its cash balances and is being subsidized by JFK. * Letter of credits which back variable rate Series 2003 and 2005 expire in December 2008. * Increasing uncompensated care and Medicaid payer mix at JFK impacting financial performance at that facility. Recent Developments/Results The double notch downgrade reflects the material and unexpected decline in financial performance for fiscal 2006 which has continued into the current fiscal year. Favorable financial performance at Solaris in FY 2005 was reversed during FY 2006 despite volume increases at both Muhlenberg and JFK. A shifting payer mix at JFK that saw increased uncompensated charity care patients in its emergency room and inpatient service has contributed to the revenue pressure and the decline in performance at JFK during FY2006. This reversed that facility's improved operating performance the prior two years. MRMC's annual loss increased materially in FY2006 to $3.6 million from $1.9 million primarily due to a decrease of $1.5 million in Medicare Disproportionate Share reimbursement, despite inpatient volume increasing 3% as a result of new managed care contracts. MRMC's losses have increased in the current fiscal year primarily due to a decline in inpatient admissions and an increased use of agency personnel growing to $7.3 million loss (unaudited) through six months 2007 and expected to continue on its current run-rate for the remainder of the year. JFK's financial performance has also fallen short of expectations, recording a $3.2 million operating loss through six months (unaudited). Increasing Uncompensated Care and Medicaid volumes continue to contribute to revenue pressure and have offset the increasing volume of inpatient and outpatient services at JFK. Initiatives to control labor resources (agency personnel, overtime and staffing), pharmacy costs, length of stay, and various supply chain expenses are targeted to show measurable results in the fourth quarter and stem the year-end loss. The balance sheet has deteriorated in concert with the downturn in cashflow and operating performance which has been especially impacted by, required pension contributions to its defined benefit plan. The Plan was underfunded by $70 million at fiscal year end 2006. Contributions of $15 million of the $31 million requirement for 2007 were made through June 30, 2007, contributing to the 23% decline in total cash reserves since Dec. 31, 2006. Days cash on hand has declined from 69 days to 48 days (46.7% cash to debt) and MRMC's liquidity is currently marginal at best. The remaining contribution to the pension will impact cash balances further. Additionally, capital spending has been scaled back to conserve cash but with the capital spending ratio below 1 times for the last five years, deferred spending may prove difficult to compensate for now that cashflow has declined to these low levels and the guarantee of MRMC's annual debt service payment will become an annual cashflow outlay from JFK. FHA insurance is being pursued to finance construction of a long term care facility to replace Edison Estates. Moody's believes that the Solaris Board needs to evaluate its options for MRMC and its future in Solaris. Moody's does not believe that MRMC's value has been accretive to the system and we believe the board has been quite generous with its time and efforts to turn that facility around and provide a supportive operating environment for MRMC and its immediate community. However, MRMC's financial impact has taken its toll, and has been a major contributor to the declining credit profile of Solaris. In addition to its $98.97 million of rated debt, the System is also obligated on $35.2 million in variable rate debt issued by JFK through the COMP program (2003 and 2005 bonds) and $13 million of debt issued by the assisted living facilities for a total of $147.17 million of total outstanding debt. Outlook The negative outlook is based on Moody's belief that JFK's weakened balance sheet and decline in financial performance may not be able to stabilize satisfactorily to offset the increasing losses at MRMC. Moody's believes that JFK's credit position could deteriorate further over the intermediate term if initiatives being put into place now do not generate sufficient new volume and revenue in the near-term and if balance sheet measures decline further from current levels. What could change the rating -- Up Sale or divestiture of Muhlenberg, improved liquidity, improved performance at JFK What could change the rating -- Down Continued operating losses, reduction in liquidity, increase in debt, inability to extend LOC or find a new provider for variable rate issues before Dec. 31, 2008 Key Indicators: Assumptions & Adjustments: -- Based on financial statements for Solaris Health Inc. and Controlled Entities -- First number reflects audit year ended December 31, 2005 -- Second number reflects audit year ended December 31, 2006 -- Investment returns normalized at 6% unless otherwise noted * Inpatient admissions: 30,649; 31,101 * Total operating revenues: $496.8 million; $528.6 million * Moody's-adjusted net revenue available for debt service: $35.4 million; $27.6 million * Total debt outstanding: $153.3 million; $148 million * Maximum annual debt service (MADS): $12.82 million; $12.82 million * MADS Coverage with reported investment income: 2.57 times; 2.04 times * Moody's-adjusted MADS Coverage with normalized investment income: 2.67 times; 2.08 times * Debt-to-cash flow: 5.36 times; 7.55 times * Days cash on hand: 64.9 days; 59.2 days * Cash-to-debt: 54.9%; 54.0% * Operating margin: (0.1)%; (1.6)% * Operating cash flow margin: 6.1%; 4.1% Rated Debt (debt outstanding as of Dec. 31, 2006): -- $12.825 million outstanding, Series 1993, FGIC insured, JFK Obligated Group issue -- $21.93 million outstanding, Series 1995, FGIC insured, JFK Obligated Group issue -- $44.39 million outstanding, Series 1998, MBIA insured, JFK Obligated Group issue -- $19.825 million outstanding, Series 2000, Ambac insured, Muhlenberg Regional Medical Center issue, annual debt service guaranteed by Solaris -- $17.2 million outstanding, Series 2003 COMP pooled financing, rated Aa2/VMIG1 based on Wachovia LOC, JFK Medical Center -- $18 million outstanding, Series 2005 COMP pooled financing, rated Aa2/VMIG1 based on Wachovia LOC, JFK Medical Center -- $13.03 million outstanding, Series 2001, Whispering Knoll and Hartwyck West JOYCE DON: CFI Wants Chapter 11 Case Dismissed on Bad Faith ----------------------------------------------------------- Central Florida Investments, Inc., a creditor, asks the United States Bankruptcy Court for the Middle District of Florida to dismiss the chapter 11 case of Joyce, Don & Associates, Inc., or in the alternative, convert the case to a chapter 7 liquidation proceeding Prepetition Debt CFI tells the Court that on Jan. 24, 2006, it sold real property located at 6303 Grand National Drive in Orlando, Florida, to the Debtor. In order to fund purchase of the property, CFI loaned $4.2 million to the Debtor through a Promissory Note dated Jan. 24, 2006. Further, CFI relates, the Debtor also executed a Mortgage and Security Agreement in favor of CFI encumbering the Property and additional tangible and intangible personal property. The Debtor also executed a UCC-1 Financing Statement, filed with the Florida Secretary of State on Feb. 1, 2006, which granted CFI a security interest in certain personal property. Under the terms of the Note, the Debtor was required to pay CFI interest installments on the first day of each month. However, on or about March 1, 2007, the Debtor defaulted on the Note and accompanying Mortgage by failing to pay the requisite interest installment and otherwise perform under the terms of the loan documents. In fact, CFI discloses, the Debtor failed to make any payments to CFI on the indebtedness from and including March 1, 2007 to the present. Foreclosure Thus on May 30, 2007, CFI filed an action against the Debtor for: (a) foreclosure of the Mortgage; (b) foreclosure of the security interest in the Personalty; and (c) breach of the Note. The Debtor was duly served with process in the foreclosure action and a default was entered against it on June 29, 2007, and on Sept. 10, 2007, a Final Judgment of Foreclosure was entered in the foreclosure action, whereby the amount due by the Debtor to CFI was liquidated at $5,150,857.80, plus statutory interest and additional advances. Pursuant to the Judgment, a foreclosure sale was scheduled on October 11. The Debtor however filed a voluntary petition under Chapter 11 minutes before the sale was about to occur. As of October 11, CFI says that it is owed $5.2 million and interest continues to accrue at $1,552.31 per day. Filed Pro Se CFI contends that the Debtor's bankruptcy petition is "null and void" since it was filed pro se and corporation are not allowed to file a bankruptcy petition pro se. CFI discloses that the petition was signed by a Donna Daniels. However, as of Oct. 11, 2007, the Florida Bar had no record of any "Donna Daniels" being a licensed member of the bar in good standing. Substantial Loss CFI further argues that that Debtors' business activities demonstrate a substantial or continuing loss or diminution of estate property in the absence of a reasonable likelihood of rehabilitation. The Debtor's sole assets consist of four parcels of land located in Orange County, Florida, and all of these parcels are the subject of separate foreclosure actions. CFI also says that the Debtor engaged in gross mismanagement of the estate by failing to put any of its property to productive use, allowing the mortgages to fall into arrears, and otherwise allowing all of its assets to become the subject of foreclosure actions. Bad Faith Filing Aside from the reasons already mentioned, CFI further goes on to say that the Debtor filed its bankruptcy petition in "bad faith." Under the Phoenix Piccadilly factors, CFI cites that: * the Debtor has no unsecured creditors * all of the Debtor's property is the subject of foreclosure actions as a result of arrearages on the debt; * the Debtor has few employees; * The Debtor's financial problems exclusively involve disputes between it and secured creditors which can and should be resolved in a state court action; * the Debtor has defaulted under CFI's Note and Mortgage and, but for the automatic stay imposed by Section 362(a) of the Bankruptcy Code, CFI is entitled to conclude its foreclosure proceedings by having the Property sold at a Clerk's foreclosure sale; and * the Debtor filed its bankruptcy petition minutes before the Clerk's sale scheduled in the foreclosure action. The timing of the filing evidences an obvious intent to delay or forestall the legitimate efforts of CFI to enforce its rights in the Property. The Court is set to hear on the request on November 8. About Joyce, Don & Associates Based in Orlando, Florida, Joyce, Don & Associates, Inc., filed for chapter 11 protection on Oct. 11, 2007 (Bankr. M.D. Fla. Case No. 07-04878). Donna Daniels, Esq., at Joyce, Don & Associates, Inc., represents the Debtor. When the Debtor filed for protection from its creditors, it listed total assets of $18 million and total debts of $78 million. KELLWOOD COMPANY: Robert Siegel Joins the Board of Directors ------------------------------------------------------------ Kellwood Company elected Robert Siegel to the company's board of directors effective Nov. 1, 2007, according to Robert C. Skinner, Jr., chairman, president and chief executive officer. A seasoned executive with over 40 years in the retail and apparel industry, Mr. Siegel brings an extensive background in management consulting and firsthand brand building experience. He is currently the chairman, president and chief executive officer of Lacoste-USA. Since joining Lacoste in 2002, he has successfully repositioned the brand in the United States, making it one of the company's number one markets from a financial and marketing perspective. Prior to this post, Mr. Siegel held several executive leadership roles. At Kurt Salmon Associates Inc. where he worked as an advisor to global retailers and apparel manufacturers, he held the post of managing director/consultant. He also served as chairman, president and CEO at Stride Rite Corporation, and as president of all designer brands at Levi Strauss & Company, where he ascended to president of menswear. While at Levi Strauss & Company, he created and introduced the Dockers brand. He succeeds Robert Baer who retired from the Board in June 2007. Kellwood's Board has nine directors: eight independent directors and one management director. He will become a member of the compensation committee. "On behalf of the Kellwood Board of Directors and our entire management team, I want to welcome Bob. He is a proven leader with an impressive track record and notable career. We look forward to benefiting from his insight and guidance," commented Mr. Skinner. About Kellwood Company Headquartered in St. Louis, Missouri, Kellwood Company (NYSE: KWD) -- http://www.kellwood.com/ -- markets apparel and consumer soft goods. The company specializes in branded as well as private label products, and markets to all channels of distribution with product specific to a particular channel. * * * As reported in the Troubled Company Reporter on Oct. 9, 2007, Moody's Investors Service lowered its corporate family and probability of default ratings on Kellwood Company to Ba3 from Ba2, concluding the review for possible downgrade that commenced on Sept. 10, 2007. At the same time the ratings on the company's unsecured debentures were lowered to B1 from Ba3. The rating outlook is stable. KHALED ANBER: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Khaled Anber aka Ahmed Khaled Anber dba Corporate Limousine and Sedan dba Galaxy Vending dba Awesome Mobile Mix Concete, L.L.C. P.O. Box 2121 Mill Valley, CA 94942 Bankruptcy Case No.: 07-29062 Type of Business: The Debtor owns business providing limousine transportation and vending machines. Chapter 11 Petition Date: October , 2007 Court: Eastern District of California (Sacramento) Judge: Robert S. Bardwil Debtor's Counsel: David C. Johnston, Esq. Gianelli & Associates P.O. Box 3212 Modesto, CA 95353 Tel: (209) 521-6260 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of his 20 largest unsecured creditors. KITTY HAWK: Section 341(a) Meeting Scheduled on November 14 ----------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of Kitty Hawk Inc.'s creditors on Nov. 14, 2007, at 10:30 a.m., at Room 7A24, Fritz G. Lanham Federal Building, 819 Taylor Street in Ft. Worth, Texas. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) -- http://www.kittyhawkcompanies.com/-- is a holding company providing corporate planning and administrative services. It operates through its three wholly owned bankrupt subsidiaries, Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank. N.D. Tex. Case No. 00-42141). On Aug. 5, 2002, the Court confirmed the Debtor's Plan which became effective on Sept. 30, 2002. The Debtor, along with four affiliates, filed new voluntary chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos. 07-44536 to 07-44540). Gogi Malik, Esq., and Jason S. Brookner, Esq., at Andrews & Kurth, LLP, represent the Debtors. As of Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets of $40 million and total liabilities of $31 million. KITTY HAWK: U.S Trustee Appoints Nine-Member Creditors Committee ---------------------------------------------------------------- William T. Neary, the U.S. Trustee for Region 6, appointed nine creditors to serve on an Official Committee of Unsecured Creditors in Kitty Hawk Inc. and its debtor-affiliates' chapter 11 cases. The Committee members are: 1. Rich Mellone World Fuel Services Corporation 9800 Northwest 41st Street, Suite 400 Miami, FL 33178 Tel: (305) 428-8000 Fax: (305) 392-5645 2. Ira R. Abel Aviation Services International, LLC 420 Lexington Avenue New York, NY 10170 Tel: (212) 381-8725 Fax: (212) 586-5095 3. Dean Warinner Airline Pilots Association 2050 West Warm Springs Road, #3824 Henderson, NV 89014 Tel: (702) 596-9913 4. Timothy G. Wahlberg Evergreen Aviation Ground Logistics Enterprises, Inc. 3850 Three Mile Lane McMinnville, OR 97128-9496 Tel: (503) 472-9361 Fax: (503) 472-9150 5. Terry Cregg Pacific Motor Transport 1229 Pleasant Run Road, Suite 300 DeSoto, TX 75115 Tel: (972) 224-8121 Fax: (972) 224-9243 6. K. Scott Van Meter Aon Risk Services of Texas 1330 Post Oak Boulevard, Suite 900 Houston, TX 77056 Tel: (832) 476-6836 Fax: (847) 953-0295 7. Robert E. Booth Cargo Services, Inc. 1601 Northwest 70th Avenue Miami, FL 33126 Tel: (305) 599-9333 Fax: (305) 599-6262 8. Karen Fortin Quantum Aviation Services 175 Ammon Drive Manchester, NH 03102 Tel: (603) 647-1276 9. R. Todd Bennett Texas Land & Air Company, LP 701 Hanover, Suite 400 Grapevine, TX 76051 Tel: (817) 329-8939 Fax: (817) 424-4025 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) -- http://www.kittyhawkcompanies.com/-- is a holding company providing corporate planning and administrative services. It operates through its three wholly owned bankrupt subsidiaries, Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank. N.D. Tex. Case No. 00-42141). On Aug. 5, 2002, the Court confirmed the Debtor's Plan which became effective on Sept. 30, 2002. The Debtor, along with four affiliates, filed new voluntary chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos. 07-44536 to 07-44540). Gogi Malik, Esq., and Jason S. Brookner, Esq., at Andrews & Kurth, LLP, represent the Debtors. As of Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets of $40 million and total liabilities of $31 million. LAFAYETTE NEIGHBORHOOD: Section 341(a) Scheduled on November 16 --------------------------------------------------------------- The U.S. Trustee for Region 10 will convene a meeting of Lafayette Neighborhood Housing Services' creditors on Nov. 16, 2007, at 10:30 a.m., at 230 North 4th Street, 1st Floor Courtroom in Lafayette, Indiana. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered Lafayette, Indiana, Lafayette Neighborhood Housing Services -- http://www.nhslaf.org/-- is a community based, non- profit partnership with many programs designed to benefit the residents of Lafayette. LNHS filed for chapter 11 protection on Oct. 12, 2007 (Bankr. N.D. Ind. Case No. 07-40572). David A. Rosenthal, Esq., in Lafayette, Indiana, represents the Debtor. When the Debtor filed for protection from its creditors, it listed total assets of $7,318,668 and total debts of $16,875,249. LIONEL LLC: Court Says Disclosure Statement is "Adequate" --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has approved the Amended Disclosure Statement explaining the Amended Joint Chapter 11 Plan of Reorganization filed by Lionel LLC and its affiliate, Liontech Company. The Court noted that the Disclosure Statement contains "adequate information" pursuant to Section 1125(a)(1) of the Bankruptcy Code. Solicitation of votes on the Plan will commence Nov. 9, 2007. As reported in the Troubled Company Reporter on Oct. 18, 2007, the Debtors' financial advisor, Houlihan Lokey Howard & Zukin Capital, L.P., estimated that the Debtors' reorganization value ranged between $88 million and $122 million. Treatment of Claims Under the Amended Plan, holders of Secured Claims, Other Priority Claims, and General Unsecured Claims will receive either: a) cash equal to the amount of the claims, or b) other treatment as the Debtors and the Holder has agreed upon in writing. Intercompany Claims will be reinstated on the effective date of the Plan. Existing Liontech Common Stock Interests, as well as Existing Lionel Membership Interests, will also be reinstated on the effective date of the Plan. MTH Litigation Update The Debtors' Disclosure Statement also provided on update on its ongoing litigation with Mike's Train House The Debtors relates that after commencement of their Chapter 11 Cases, on Dec. 14, 2004, the Bankruptcy Court entered an order approving a stipulation between MTH and the Debtors modifying the automatic stay to permit Lionel to prosecute an appeal of the Judgment and Injunction entered by the Michigan District Court in the Trade Secrets Litigation. Thereafter, Lionel filed its appeal in the United States Court of Appeals for the Sixth Circuit on Jan. 15, 2005 and the Court of Appeals held oral arguments on June 7, 2006. Sixth Circuit Decision On Dec. 14, 2006, the Sixth Circuit Court issued its opinion in respect of the Appeal. Pursuant to the opinion, the Sixth Circuit Court reversed the Michigan District Court's order denying Lionel's request for a new trial, remanded the case for further proceedings, consistent with its opinion, and reversed the Michigan District Court's entry of the Injunction. In reaching these conclusions, the Sixth Circuit determined that the Michigan District Court had erred in admitting certain expert testimony and imposing joint and several liability, and that the jury award improperly "double counted" MTH's damages. On Dec 28, 2006, MTH filed with the Sixth Circuit a Petition for Panel Reconsideration, and Suggestion of Rehearing En Banc. On Feb. 1, 2007, Lionel filed its response to the Petition for Reconsideration. On April 19, 2007, the Sixth Circuit denied the Petition for Reconsideration. On April 26, 2007, MTH filed a motion to stay the issuance of a mandate that would remand the case back to the Michigan District Court pending its filing a petition for a writ of certiorari to the United States Supreme Court. On May 3, 2007, the Sixth Circuit entered an order staying the issuance of the mandate. On May 4, 2007, Lionel filed a motion to reconsider the stay; however, Lionel withdrew the motion on May 16, 2007. On May 30, 2007, MTH filed a motion to vacate the stay and requested that the mandate be issued. The Sixth Circuit granted this request and issued the mandate on June 15, 2007. However, the Trade Secrets Litigation remains stayed by operation of the automatic stay under Section 362 of the Bankruptcy Code. Mediation On Feb. 1, 2007, with the consent of Lionel and MTH, the Bankruptcy Court entered a stipulation and order providing for the Debtors and MTH to submit to non-binding mediation of all claims and counterclaims between them. United States Bankruptcy Judge Cecelia Morris was selected as the mediator. After several sessions with Judge Morris, no settlement was reached and on May 16, 2007, the mediation was terminated. Estimation MTH filed three Claims against Lionel relating to the Trade Secrets Litigation: (1) a claim in the amount of the Money Judgment, (2) a claim for post-Judgment interest and (3) a claim for attorneys' fees. On June 1, 2007, the Debtors filed an objection to the Trade Secrets Litigation Claims and requested that the Bankruptcy Court estimate the Money Judgment claim under section 502(c) of the Bankruptcy Code. MTH objected to the estimation motion and filed a cross-motion for relief from the automatic stay to permit the retrial of the Trade Secrets Litigation in the Michigan District Court. A hearing on these motions was commenced on June 27, 2007, and was completed on August 2, 2007. By order dated August 3, 2007, the Bankruptcy Court granted the Debtors' motion to estimate the Money Judgment claim and denied MTH's cross-motion for relief from the automatic stay. The estimation procedures have not yet been set by the Bankruptcy Court. On Aug. 13, 2007, MTH filed a notice of appeal with respect to the Estimation Order. The appeal was docketed in the United States District Court for the Southern District of New York on Sept. 10, 2007 and assigned to the Honorable Richard M. Berman with case number 07-Civ-7496 (RMB). About Lionel LLC Headquartered in Chesterfield, Michigan, Lionel LLC -- http://www.lionel.com/-- markets model train products, including steam and die engines, rolling stock, operating and non-operating accessories, track, transformers and electronic control devices. The Company and its affiliate, Liontech Company, filed for chapter 11 protection on Nov. 15, 2004 (Bankr. S.D.N.Y. Case Nos. 04-17324 and 04-17324). Adam C. Harris, Esq., Abbey Walsh, Esq., and Adam L. Hirsch, Esq., at Schulte Roth & Zabel LLP; Dale Cendali, Esq., at O'Melveny & Myers LLP; and Ronald L. Rose, Esq., at Dykema Gossett PLLC, represent the Debtors. Houlihan Lokey Howard & Zukin Capital, L.P. and Ernst & Young LLP are the Debtors' financial advisors. Kurtzman Carson Consultants LLC acts as the Debtors' noticing and claims agent. As of May 31, 2007, the Debtor disclosed total assets of $39,161,000 and total debts of $62,667,000. Alan D. Halperin, Esq., at Halperin Battaglia Raicht, LLP, represents the Official Committee of Unsecured Creditors. FTI Consulting, Inc., is the Committee's financial advisor. LIONEL LLC: Plan Confirmation Hearing Slated for January 31 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing at 10:00 a.m. on Jan. 31, 2008, to consider confirmation of the Amended Joint Chapter 11 Plan of Reorganization filed by Lionel LLC and its affiliate, Liontech Company. Objections to the confirmation of the Plan, if any, must be received by the Court no later than 5:00 p.m. on Jan. 16, 2008. Headquartered in Chesterfield, Michigan, Lionel LLC -- http://www.lionel.com/-- markets model train products, including steam and die engines, rolling stock, operating and non-operating accessories, track, transformers and electronic control devices. The Company and its affiliate, Liontech Company, filed for chapter 11 protection on Nov. 15, 2004 (Bankr. S.D.N.Y. Case Nos. 04-17324 and 04-17324). Adam C. Harris, Esq., Abbey Walsh, Esq., and Adam L. Hirsch, Esq., at Schulte Roth & Zabel LLP; Dale Cendali, Esq., at O'Melveny & Myers LLP; and Ronald L. Rose, Esq., at Dykema Gossett PLLC, represent the Debtors. Houlihan Lokey Howard & Zukin Capital, L.P. and Ernst & Young LLP are the Debtors' financial advisors. Kurtzman Carson Consultants LLC acts as the Debtors' noticing and claims agent. As of May 31, 2007, the Debtor disclosed total assets of $39,161,000 and total debts of $62,667,000. Alan D. Halperin, Esq., at Halperin Battaglia Raicht, LLP, represents the Official Committee of Unsecured Creditors. FTI Consulting, Inc., is the Committee's financial advisor. MACTARA LIMITED: Files Protection from Creditors Under CCAA ----------------------------------------------------------- MacTara Limited disclosed that it will undergo a 30-day emergency restructuring under the Companies Creditors Arrangement Act as it struggles to pay salaries to about 160 workers, Bill Power writes for the Chronicle Herald, citing Sean Erskine, MacTara officer. However, the company intends to continue to operate its business as it formulates a reorganization plan, Mr. Erskine assures, the reports relates. Chief executive officer Gordon Shupe stated in his affidavit filed with the Supreme Court of Nova Scotia that the company is confident to "effect a successful restructuring" within a month's time. Court documents submitted to the Court reveals that without the 30-day relief, the company will be forced to immediately cease operations, Mr. Power notes. MacTara incurred enormous amounts of debts due to factors which include downturn in the U.S. housing market and the surge of the Canadian dollar value, Mr Power reveals. The company's resort to restructuring is one of the series of blows to the forest industry in Nova Scotia, the report says. Company representatives will hand over a restructuring proposal to Supreme Court Justice Richard Coughlan on Nov. 26, 2007. The company has millions of debts owed to creditors including the Bank of Nova Scotia, Farm Credit Canada, John Hancock Financial Services Inc., Nova Scotia Business Inc. and Nova Scotia Power, according to the report. A court document shows that the company has $23 million in total liabilities, the report adds. The MacTara condition, seen to affect many, has been tagged as "worrisome" by Agriculture Minister Brooke Taylor, the MLA for Colchester-Musquodoboit Valley, at a cabinet meeting Thursday, Mr. Power relates. MacTara Limited -- http://www.mactara.com/-- is located in Upper Musquodoboit in Nova Scotia, Canada and currently focuses on the production of dimension lumber, industrial bio-fuel wood pellets and softwood chips utilized in the pulp and paper industry. It operates the largest sawmill in the Nova Scotia and a wood-pellet mill at Upper Musquodoboit. The lumber mill is the source of about 80% of the company's products mainly exported to the United States. MacTara is recognized as a provincial leader within the forest product industry. Through its innovative use of by- products MacTara is one of the only sawmills in Canada to convert 100% of the logs it consumes into economical and environmentally friendly products. Fulghum Fibrefuels Inc. of Georgia holds about 75% interest in the company, and Erskine Investment Ltd. of Nova Scotia holds the rest of the 25% interest. MAGNA ENTERTAINMENT: Completes $20 Million Private Placement ------------------------------------------------------------ Magna Entertainment Corp. disclosed the completion of its private placement of 8,888,888 MEC Class A Subordinate Voting Stock to Fair Enterprise Limited, a company that forms part of an estate planning vehicle for the family of Mr. Frank Stronach, MEC's Chairman and Interim Chief Executive Officer, at a price of $2.25 per MEC Class A Share, generating proceeds of $20 million. As a result of the completion of the private placement, the percentage of MEC Class A Shares beneficially owned by Fair Enterprise has increased to approximately 21.6% of the issued and outstanding MEC Class A Shares, representing approximately 10.8% of the equity of MEC. The proceeds of the private placement will be used to fund MEC's operations. About Magna Entertainment Based in Aurora, Ontario, Magna Entertainment Corp. (NASDAQ: MECA; TSX: MEC.A) -- http://www.magnaentertainment.com/-- acquires, develops, owns and operates horse racetracks and related pari- mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a fifty percent interest in HorseRacing TV, a 24-hour horse racing television network and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. Going Concern Doubt Chartered accountants, Ernst & Young LLP, expressed substantial doubt about Magna Entertainment's ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's recurring operating losses and working capital deficiency. MATTHEWS BROTHERS: Risks Bankruptcy Filing Amid Housing Slump ------------------------------------------------------------- Matthews Brothers Builders LLC is facing increasing number of lawsuits and foreclosures which could lead to its bankruptcy, Einat Paz-Frankel of the Memphis Business Journal reports. An attorney representing one or more creditors told the Journal that a combination of a slow housing market, large inventory of unsold homes and a potentially swelling debt is what's pulling the company down. According to figures taken by the Journal from the Shelby County Register of Deeds, more than 100 liens totaling more than $333,000 have been filed against Matthews Brothers Builders LLC and affiliate Mark Matthews Development LLC in the county since July 2007. Rebekah Hearn of The Daily News relates that among the foreclosure notices the company received point to assets located at: 1) 138 Timber Creek Drive in Cordova 2) Varnavas Drive in Cordova Based in Cordova, Tennessee, Matthews Brothers Builders LLC -- http://www.matthewsbrothers.com/-- is a homebuilding company founded by brothers Mark and Michael Matthews in 1998. MEDICOR LTD: Exclusive Plan Filing Period Extended Until Dec. 26 ---------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware extended Medicor Ltd. and its debtor-affiliates' exclusive period to file a plan until Dec. 26, 2007, Bill Rochelle of Bloomberg News reports. The Debtors' plan filing period expired on Oct. 27, 2007. In September 2007, Medicor obtained a $1.5 million debtor-in- possession loan from a syndicate consisting of Silver Oak Capital, HFTP Investment, Gaia Offshore Master Fund and Portside Growth and Opportunity, BusinessWeek relates. Separately, Mark Heschmeyer of CoStar Group News says MediCor recently obtained Court approval to sell its European breast- implant business, which request Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, sought to deny in August 2007. In her objection, the U.S. Trustee contended that the Debtors haven't provided sufficient information to allow evaluation of the sale procedures. The company and seven of its affiliates filed for chapter 11 protection on June 29, 2007 (Bankr. D. Del. Case No. 07-10877) to effectuate the orderly marketing and sale of their business. Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq., and Jeffrey A. Kramer, Esq., at Lowenstein Sandler PC represent the Debtors in their restructuring efforts. Dennis A. Meloro, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, acts as the Debtors' Delaware counsel. The Debtors engaged Alvarez & Marsal North America LLC as their restructuring advisor. David W. Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank Rome LLP serve as the Official Committee of Unsecured Creditor's counsel. In its schedules of assets and debts filed with the Court, Medicor disclosed total assets of $96,553,019, and total debts of $158,137,507. MICHAELS STORES: S&P Holds B Rating and Revises Outlook to Pos. --------------------------------------------------------------- Standard & Poor's Ratings Services revised its ratings outlook on Michaels Stores Inc. to positive from developing. At the same time, S&P affirmed all of its ratings, including the 'B-'corporate credit rating, on the Irving, Texas-based company. "The outlook revision," said Standard & Poor's credit analyst Charles Pinson-Rose, "reflects Michaels' improvement in gross margins since its leveraged purchase last year." It also reflects Standard & Poor's expectation that the company should be able to improve credit ratios within the next 18 months in line with a higher rating. "The new outlook incorporates our expectation that the company's current legal issues will not have a material effect on its financial profile," he added. MICRON TECHNOLOGY: Appoints Robert L. Bailey as Director -------------------------------------------------------- Micron Technology Inc. reported the appointment of Robert L. Bailey to the company's board of directors, effective immediately. Mr. Bailey is the chairman and chief executive officer PMC-Sierra, a leading provider of broadband communications and storage semiconductor technologies. Mr. Bailey has served as PMC's president and chief executive officer since July 1997. He has been chairman of the board since May 2005 and was also chairman from February 2000 until February 2003. Mr. Bailey has been a director of PMC since October 1996. Mr. Bailey has also served as president, chief executive officer and director of PMC-Sierra Ltd., PMC's Canadian operating subsidiary since December 1993. Mr. Bailey was employed by AT&T-Microelectronics from August 1989 to November 1993, where he served as vice president and general manager, and by Texas Instruments in management from June 1979 to August 1989. "We are extremely pleased to welcome Bob to our Board of Directors," said Micron chairman and CEO Steve Appleton. "Bob brings unique experience and strengths to our board, and we look forward to his contributions." About Micron Technology Headquartered in Boise, Idaho, Micron Technology Inc. (NYSE: MU) - - http://www.micron.com/-- provides advanced semiconductor solutions. Through its worldwide operations, Micron manufactures and markets DRAMs, NAND Flash memory, CMOS image sensors, other semiconductor components and memory modules for use in leading- edge computing, consumer, networking and mobile products. * * * In September 2006, Moody's placed the clong-term corporate family rating and probability of default rating at Ba3, which still holds to date. The outlook is stable. Standard & Poor's placed the company's long-term foreign and local issuer credits at BB- which still holds to date. The outlook is stable. MORGAN STANLEY: Fitch Holds Low-B Ratings on Six Cert. Classes -------------------------------------------------------------- Fitch Ratings affirmed Morgan Stanley Capital I Trust's commercial mortgage pass-through certificates, series 2004-IQ7 as: -- $16.6 million class A-1 at 'AAA'; -- $70 million class A-2 at 'AAA'; -- $53 million class A-3 at 'AAA'; -- $550.5 million class A-4 at 'AAA'; -- Interest-only class X-1 at 'AAA'; -- Interest-only class X-Y at 'AAA'; -- $29.1 million class B at 'AA'; -- $22.7 million class C at 'A'; -- $6.8 million class D at 'A-'; -- $9.4 million class E at 'BBB+'; -- $5.4 million class F at 'BBB'; -- $4.3 million class G at 'BBB-'; -- $5.4 million class H at 'BB+'; -- $4.3 million class J at 'BB'; -- $2.2 million class K at 'BB-'; -- $2.2 million class L at 'B+'; -- $2.2 million class M at 'B'; -- $2.2 million class N at 'B-'. Fitch does not rate the $6.4 million class O certificates. The rating affirmations reflect stable performance since the last rating action. As of the October 2007 distribution date, the pool has paid down 8.2% to $792.4 million from $863 million at issuance. Seven loans (15.2%) have defeased, including 315 Hudson (2.6%), a shadow rated loan. One loan (0.3%) is currently in special servicing. The loan is secured by a 105-unit co-operative housing property located in Long Island, New York. The loan was transferred to special servicing in September 2007 due to chronic delinquency. Fitch reviewed these two non-defeased loans' shadow ratings: Beverly Center (7.5%), and 111 Eighth Avenue (7.4%). Both loans maintain investment grade shadow ratings. The Beverly Center loan is secured by a retail shopping center located in Los Angeles, California that is anchored by Bloomingdale's and Macy's. The Fitch stressed debt service coverage ratio on the trust balance as of year-end 2006 was 1.63x, compared to 1.38x at issuance. The Fitch DSCR is calculated using servicer provided net operating income less required reserves divided by debt service payments based on the current balance using a Fitch stressed refinance constant. Occupancy at Beverly Center is stable - as of June 2007 it was 98%, compared to 98.8% at issuance. The 111 Eighth Avenue loan is secured by a 2.9 million square foot office building located in New York, New York. The Fitch stressed DSCR on the trust balance as of year-end 2006 was 1.54x, compared to 1.50x at issuance. Occupancy has improved, as of YE 2006 it was 99%, compared to 90% at issuance. MOVIE GALLERY: U.S. Trustee Amends Creditors Committee Composition ------------------------------------------------------------------ W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, amended the membership of the Official Committee of Unsecured Creditors in the Chapter 11 cases of Movie Gallery, Inc., and its debtor- affiliates. The U.S. Trustee appointed Universal Studios Home Entertainment to the Committee, replacing The Bank of New York. In addition, William Kaye, senior bankruptcy analyst at JLL Consultants, representing Coca-Cola Enterprises Bottling Companies, is appointed as the Committee Chairperson. The Creditors Committee members are: (a) US Bank National Assoc. as Indentured Trustee Attn: Laura L. Moran, VP One Federal St., 3rd Floor Boston, Massachusetts 02110 Tel: (617) 603-6429 Fax: (617) 603-6640 (b) Paramount Home Entertainment Attn: Andi Marygold, SVP 555 Melrose Ave. Bluhdorn #213 Hollywood, California 90038 Tel: (323) 956-5489 Fax: (323) 862-1183 (c) The Inland Real Estate Group of Companies, Inc. Attn: Craig B. Young, Esq. Connolly, Bove, Lodge & Hutz, LLP 1875 Eye Street, NW 11th Flr Washington, DC 20006 Tel: (202) 572-0313 Fax: (202) 293-6229 (d) Coca-Cola Enterprises Bottling Companies Attn: William Kaye, Senior Bankruptcy Analyst 31 Rose Lane East Rockaway, New York 11518 Tel: (516) 374-3705 Fax: (516) 569-6531 (e) Southern Development of Mississippi Attn: Robert N. Graham, President P.O. Box 1207 Purvis, Mississippi 39475 Tel: (601)-794-2253 Fax: (601) 794-5468 (f) Twentieth Century Fox Home Entertainment Attn: Al Leonard, Credit Manager 2121 Avenue of the Stars #2500 Los Angeles, California 90067 Tel: (310) 369-7289 Fax: (310) 969-0545 (g) Universal Studios Home Entertainment Attn: John Roussey, Vice President Credit 10 Universal City Plaza Universal City, California 91401 Tel: (818) 777-7601 Pursuant to Section 1103 of the Bankruptcy Code, the Creditors Committee may: -- consult with the Debtor concerning the administration of the bankruptcy case; -- investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' business and the desirability of the continuance of the business, and any other matter relevant to the case or to the formulation of a plan of reorganization for the Debtors; -- participate in the formulation of a plan, advise its constituents regarding the Committee's determinations as to any plan formulated, and collect and file with the Court acceptances or rejections of the plan; -- request the appointment of a trustee or examiner; and -- perform other services as are in the interest of its constituents. The Creditors Committee may retain counsel, accountants, or other agents, to represent or perform services for the group. About Movie Gallery Based in Dothan, Alabama, Movie Gallery Inc. -- http://www.moviegallery.com/-- is a home entertainment specialty retailer. The company owns and operates 4,600 retail stores that rent and sell DVDs, videocassettes and video games. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853. Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak Rock LLP, serve as the Debtors' local counsel. The Debtors' claims & balloting agent is Kutzman Carson Consultants LLC. The U.S. Trustee for Region 4 appointed an Official Committee of Unsecured Creditors in the Debtors' bankruptcy proceedings on Oct. 18, 2007. When the Debtors' filed for protection from their creditors, they listed total assets of $891,993,000 and total liabilities of $1,419,215,000. (Movie Gallery Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/ or 215/945-7000) MOVIE GALLERY: Wants Lease Rejection Procedures Approved -------------------------------------------------------- Movie Gallery, Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Virginia to approve expedited procedures for rejecting executory contracts and unexpired non-residential real property leases. As part of their pre-bankruptcy filing and ongoing restructuring efforts, the Debtors either ceased or were in the process of ceasing operations at certain store locations and reviewing their other operations and assets. The Debtors continue to evaluate their assets to seek to maximize the value of their estates. The Debtors believe the proposed rejection procedures will facilitate this process. The Debtors will file and serve a written rejection notice together with the order approving the expedited rejection procedures by overnight delivery service upon applicable parties- in-interest. The Rejection Notice will set forth relevant information related to each Contract or Lease to be rejected, and inform counter- parties to the Designated Contracts and Leases and other parties- in-interest of the applicable procedures to oppose the rejection. The Debtors tell the Court that the proposed Rejection Procedures will streamline their ability to reject Designated Contracts and Leases that do not provide sufficient benefit to their estates, which will minimize unnecessary postpetition obligations, while providing affected parties with adequate notice of rejection and an opportunity to object within a reasonable time period. A full-text copy of the proposed Rejection Procedures is available for free at http://researcharchives.com/t/s?24a4 About Movie Gallery Based in Dothan, Alabama, Movie Gallery Inc. -- http://www.moviegallery.com/-- is a home entertainment specialty retailer. The company owns and operates 4,600 retail stores that rent and sell DVDs, videocassettes and video games. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853. Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak Rock LLP, serve as the Debtors' local counsel. The Debtors' claims & balloting agent is Kutzman Carson Consultants LLC. The U.S. Trustee for Region 4 appointed an Official Committee of Unsecured Creditors in the Debtors' bankruptcy proceedings on Oct. 18, 2007. When the Debtors' filed for protection from their creditors, they listed total assets of $891,993,000 and total liabilities of $1,419,215,000. (Movie Gallery Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/ or 215/945-7000) MOVIE GALLERY: Wants to Perform Under Sopris Lock Up Agreement -------------------------------------------------------------- Movie Gallery, Inc. and its debtor-affiliates ask authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to perform under the Lock Up Agreement with Sopris Capital Advisors LLC, and the related restructuring term sheet and rights offering term sheet. In addition, the Debtors ask permission to: (a) pay fees to and reimburse expenses of the Backstop Party; (b) pay fees and expenses of Sopris' legal and financial advisors; and (c) honor their commitments under the Jefferies Engagement Letter. To significantly de-leverage their balance sheet and obtain new capital to compete effectively in the industry, and ultimately emerge from bankruptcy, Movie Gallery, Inc., and its debtor affiliates entered into a Lock Up, Voting and Consent Agreement dated Oct. 14, 2007, with Sopris Capital Advisors LLC, holder of majority of the Debtors' 11% senior unsecured notes due 2012, and the lenders holding a majority of the debt under the Second Lien Credit and Guaranty Agreement. The Consenting Holders committed to support the Debtors' restructuring plans, including an agreement to vote to accept a plan of reorganization consistent with the Plan Term Sheet the Debtors filed on the Petition Date. Sopris agreed, among others, to: (i) convert roughly $72,000,000, plus accrued interest, in second lien debt into equity in the reorganized company; and (ii) backstop a $50,000,000 rights offering to be made available pro rata to the holders of the 11% Senior Notes, the terms of which are contained in a Rights Offering Term Sheet. The commitment of Sopris and certain investment entities affiliated with Sopris to fully underwrite the Rights Offering ensures that the Debtors receive the full $50,000,000, regardless of whether the Rights Offering is fully subscribed, Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, tells the Court. In exchange for the Backstop Party's commitments, the Debtors have agreed to pay: (1) Commitment Fee equal to 2.3% of the $50 million Rights Offering amount, upon the Effective Date of the Plan. The Commitment Fee is to be paid in the form of New MG Common Stock, and the number of shares is calculated according to the Plan Term Sheet. (2) $2,000,000 Termination Fee, in cash, plus reimbursement of expenses in the event the Debtors close a merger or consolidation with another entity. (3) Expense Reimbursements, including but not limited to, the fees and expenses of the Backstop Party's attorneys and financial advisors, provided, however, that the reimbursement will not include any amounts incurred after termination of the Lock Up Agreement or the Backstop Rights Purchase Agreement. The Debtors have also entered into an engagement letter with Jefferies & Co., the financial advisor to the Backstop Party, dated Oct. 25, 2007. Under the terms of the Jefferies Engagement Letter, the Debtors have agreed, among other things, to: -- pay Jefferies a $125,000 monthly fee; -- reimburse Jefferies for its reasonable and documented out- of-pocket expenses; -- pay Jefferies, under certain circumstances, a $2,913,854 Transaction Fee; and -- provide Jefferies with certain indemnification rights. A full-text copy of the Jefferies Engagement Letter is available at no charge at http://researcharchives.com/t/s?24a3 Sopris has also hired Sonnenschein Nath & Rosenthal LLP and Tavenner & Beran, PC to represent it in the Debtors' cases. The Debtors are agreeing to pay, on a current basis, the reasonable and documented fees and expenses of Sonnenschein and Tavenner. About Movie Gallery Based in Dothan, Alabama, Movie Gallery Inc. -- http://www.moviegallery.com/-- is a home entertainment specialty retailer. The company owns and operates 4,600 retail stores that rent and sell DVDs, videocassettes and video games. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853. Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak Rock LLP, serve as the Debtors' local counsel. The Debtors' claims & balloting agent is Kutzman Carson Consultants LLC. The U.S. Trustee for Region 4 appointed an Official Committee of Unsecured Creditors in the Debtors' bankruptcy proceedings on Oct. 18, 2007. When the Debtors' filed for protection from their creditors, they listed total assets of $891,993,000 and total liabilities of $1,419,215,000. (Movie Gallery Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/ or 215/945-7000) MUHLENBERG REGIONAL: Moody's Lowers Bond's Rating to Ba1 -------------------------------------------------------- Moody's Investors Service downgraded to Ba1 from Baa2 the underlying rating assigned to Muhlenberg Regional Medical Center's Series 2000 bonds (about $19.8 million outstanding) in conjunction with the rating downgrade to Ba1 from Baa2 for JFK Medical Center/ Hartwyck at Oak Tree Inc. MRMC's rating is based on a guarantee of annual debt service to the bond insurer (Ambac) by JFK, which together with MRMC, comprise the key entities of the Solaris Health System. Solaris was formed in 1997 and headquartered in Edison, New Jersey. Moody's considers the consolidated financial performance of the entire Solaris System in Moody's rating of JFK and its guarantee of MRMC's debt service. The outlook is negative at this lower rating category. The rating downgrade is the result of a downward trend in financial performance and addresses the increased credit risk the system faces due to the material decline in cash at both JFK and the system due to operating performance and pension requirements. This rating action is in conjunction with Moody's annual surveillance review of JFK and discussions with management. Outlook The negative outlook is based on our belief that JFK's weakened balance sheet and decline in financial performance will not be able to stabilize satisfactorily to offset the increasing losses at MRMC. Moody's believes that JFK's credit position could deteriorate further over the intermediate term if initiatives being put into place now do not generate sufficient new volume and revenue in the near-term and if balance sheet measures decline further from current levels. Rated Debt (debt outstanding as of Dec. 31, 2006) -- Series 2000 ($19.8 million outstanding), rated Aaa, Ambac insured, Ba1 underlying rating. NEW ORLEANS: S&P Rates $74 Million Public Improvement Bonds at BB ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' standard long-term rating, and stable outlook, to New Orleans, Louisiana's $75 million series 2007A public improvement bonds. The rating service also affirmed its 'BB' standard long-term rating and underlying rating, with a stable outlook, on the city's GO debt and its 'BB-' SPUR, with a stable outlook, on the city's limited-tax GO debt following an upgrade on Aug. 2, 2007, because the city's long-term ability to meet its obligations was less vulnerable than it was after hurricanes Katrina and Rita. Ongoing uncertainties, especially as they relate to the city's rebuilding, however, will continue to exist over the next several years. Management has currently set aside funds, through a state loan, to meet its near-term financial commitment on its obligations. Rating factors include the gradual recovery of the property and sales tax bases since the storms; the modest growth of the overall revenue stream in the current year -- The budget, however, remains out of structural balance; a reliance on substantial amounts of external loans to provide budget balance over the five-year operating budget horizon; and the profound and lasting effect of damage caused by Katrina and Rita in 2005. The stable outlook reflects Standard & Poor's expectation that city general fund revenues, coupled with extraordinary grants and loans, will allow management to set aside adequate funds for debt repayment in the near future. The status of federal and state government loans will remain a long-term budget concern until officials firmly establish a repayment schedule and build it into future budget assumptions or until they settle terms for loan forgiveness. "Long-term issues persist in many critical areas of New Orleans' economy and recovery that will continue to place budgetary strain on the city as management seeks to provide the necessary services to allow for a more-substantial return of its displaced population," said Standard & Poor's credit analyst Alexander Fraser. New Orleans' current fiscal year will end on Dec. 31, 2007; and revenue projections are close to forecast levels. The pace of recovery has been the dominant factor in determining revenues and, consequently, the city's ability to raise service levels. New Orleans has historically relied on sales taxes for the majority of its revenues; therefore, economic activity generated by residents and visitors is critical to budget stability. O'NEIL THEATRES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: O'Neil Theatres, Inc. fka Trad-A-House Corporation 1836 Gause West Slidell, LA 70460 Bankruptcy Case No.: 07-12091 Type of Business: The Debtor filed for Chapter 11 protection on Aug. 25, 2000 (Bankr. E.D. La. Case No. 00-15269). Chapter 11 Petition Date: October 29, 2007 Court: Eastern District of Louisiana (New Orleans) Debtor's Counsel: Emile L. Turner, Jr., Esq. Emile L. Turner, Jr., LLC 424 Gravier Street New Orleans, LA 70130 Tel: (504) 586-9120 Fax: (504) 581-4962 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ West End Marketplace Rent $254,533 1701 North Market Street Suite 335 Dallas, TX 75202 IMAX Rent $237,798 2525 Speakman Drive Sheridan Part Mississauga, Ontario L5K 1B1 Canada Shoppes at Edgewater Rent $146,051 c/o Trammell Crow Co. 204-a Ellen Lane Panama City, FL 32408 Persac Properties, Inc. Rent $133,267 Cobbs Ford Road II, LLC Rent $110,186 Allegiant Partners, Inc. Equipment $108,614 Jon Bajon, Inc. Theatre Supplies $98,000 Coca-Cola USA Concessions $46,561 Continental Concessions Concessions $27,016 Supplies, Inc. MGM/UA Films $20,249 The Pelican Group Rent $19,020 Dale's Fountain Concessions $17,295 Northside Plaza Rent $16,999 Freedom Florida Newspaper $13,646 The Dallas Morning News Advertising $11,839 Dippin Dots, Inc. Concessions $10,398 New Haven Register Advertising $10,133 Fountain City Lawn Service Lawn Service $9,874 Montgomery Advertiser Advertising $8,328 Slidell Refrigeration Air Conditioning $7,541 PAC-WEST TELECOMM: Plan Confirmation Hearing Moved to November 8 ---------------------------------------------------------------- The Honorable Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware continued the hearing on Nov. 8, 2007, at 1:00 p.m., to consider confirmation of Pac-West Telecomm Inc. and its debtor-affiliates' Second Amended Joint Chapter 11 Plan of Reorganization. Judge Shannon originally set the hearing on Oct. 30, 2007. Treatment of Claims The Debtors' Plan proposes to pay Class 1 Priority Claims in full, in cash. The Class 2 Prepetition Claim of Pac-West Funding Company LLC will be paid, on the effective date of the Plan, in full, in cash from the proceeds of the New Senior Secured Note to be issued by the Reorganized Debtors in the amount of $18,000,000. The Debtor, will, among others, elect to distribute to the holders of Class 3 Other Secured Claims the property securing their claims, in which event the holder will be entitled within 30 days to file a proof of claim for any deficiency claim entitled to treatment in Class 4. Merrill Lynch's secured claims will be entitle to receive $500,000 on account of its claim on the effective date. Holders of Class 4 General Unsecured Claims will receive pro rata beneficial interest in and to the Class 4 Liquidating Trust and the Class 4 Liquidating Trust Assets. Holders of Class 5 Equity Interests in Pac-West will neither retain nor receive property under the Plan, while holders of Class 6 Equity Interests in the Debtors other than Pac-West will retain 100% of their interest. About Pac-West Based in Stockton, California, Pac-West Telecomm Inc. (OTC: PACW.PK) -- http://www.pacwest.com/-- provides switched local and long distance telecommunications services to, among others, internet service providers and paging companies. The company and its affiliates filed for Chapter 11 protection on April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through 07-10567). Jeremy W. Ryan, Esq. and Norman L. Pernick, Esq. of Saul, Ewing, Remick & Saul LLP represent the Debtors in their restructuring efforts. Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, PLLC represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed total assets of $53,883,888 and total debts of $66,358,711. PHARMED GROUP: Plans to Downsize Through Bankruptcy --------------------------------------------------- Pharmed Group Holdings Inc. intends to downsize through bankruptcy and will begin to concentrate operations as a vitamins and drugs producer, Marcia Heroux Pounds of South Florida Sun-Sentinel reported Tuesday. The company suffered losses since 2005 when it lost Johnson & Johnson business which had comprised about a quarter of the company's annual revenues nearing $600 million in 2004, according to the report. Pharmed President Jorge de Cespedes commented that together with his brother Carlos, they will be able to focus more on PAL Laboratories through the downsizing, the report relates. PAL Laboratories, bought in 2001 by the de Cespedes brothers and which received a $20 million investment for the Doral plant, currently generates insignificant income based on bankruptcy filings, Ms. Pounds says. Pharmed counsel, Paul Singerman, Esq., listed three trigger events that lead the company to bankruptcy: a. Roche Healthcare's elimination of distributors in 2004 resulting in a $300 million cut in annual revenue; b. J & J's revenue loss of $180 million; and c. HCA Hospitals stopped orders in May resulting in $21 million revenue loss. Further, Jackson Health System indicated in a statement last week of its intention to withdraw from contracts with Pharmed, the report adds. Pharmed, according to spokeswoman Lorrain Nelson, is Jackson Health's secondary supplier, the report relates. Miami, Florida-based Pharmed Group Holdings Inc. -- http://www.pharmed.com/-- and its affiliates sends drugs and medical supplies on Caribbean cruises. They distribute medical, rehabilitative, and surgical supplies throughout the southeastern U.S., as well as Caribbean, and Central and South American countries. They deliver products made by Dynatronics, Welch Allyn, and Smith & Nephew. In addition to their distribution businesses, they make and distribute vitamins, minerals, nutraceuticals, and dietary supplements. The company and four debtor-affiliates filed for chapter 11 protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187 through 07-19191) Paul Steven Singerman, Esq. at Berger Singerman PA represents the Debtors in their restructuring efforts. When the Debtors filed for bankruptcy, they listed assets between $1 million and $100 million and debts of more than $100 million. PHILLIP BALL: Case Summary & Three Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Phillip Ball Fay J. Ball 501 Banjo Branch Road Mars Hill, NC 28754 Bankruptcy Case No.: 07-10712 Chapter 11 Petition Date: October 29, 2007 Court: Western District of North Carolina (Asheville) Judge: George R. Hodges Debtor's Counsel: Robert M. Pitts, Esq. Pitts, Hay & Hugenschmidt, P.A. 137 Biltmore Avenue Asheville, NC 28801 Tel: (828) 255-8085 Total Assets: $3,702,300 Total Debts: $1,604,858 Debtor's Three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ A.T.&T. Universal Card $24,359 P.O. Box 183057 Columbus, OH 43218-3057 Bank of America $26,000 P.O. Box 15726 Wilmington, DE 19886-5726 Ford Motor Co. 2005 Ford 500 $19,500 P.O. Box 105697 sedan, 55,000 Atlanta, GA 30348-5697 miles; value of security: $17,400 PIER 1: S&P Withdraws All Ratings at Company's Request ------------------------------------------------------ Standard & Poor's Ratings Services lowered its ratings on Pier 1 Imports Inc. to 'CCC+' from 'B-' and removed them from CreditWatch, where they had been placed with negative implications on Dec. 19, 2005. The outlook is negative. At the same time, Standard & Poor's withdrew all its ratings on Pier 1 at the company's request. "The downgrade reflects the company's continued extremely poor operating performance," said Standard & Poor's credit analyst Charles Pinson-Rose. While the company may have liquidity to fund operations in fiscal 2008 and 2009, the significant negative cash flows decrease the likelihood that the Fort Worth, Texas-based company can maintain the various trade relationships necessary to maintain operations. POPE & TALBOT: CCAA Protection Cues S&P to Put Default Ratings -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on pulp and lumber producer Pope & Talbot Inc. to 'D' from 'CCC' after the company announced that it has applied for protection from creditors under the Companies' Creditors Arrangement Act of Canada. The rating on the company's senior unsecured debt was also lowered, to 'D' from 'CC'. The company had about $440 million of adjusted debt as of June 30, 2007. Operating earnings and cash flow declined substantially following challenging operating conditions, including weak lumber markets and high-price raw materials in the pulp business. The company entered a forbearance agreement with its lending group. The company plans to use the protections of the CCAA to gain time for it to continue to explore strategic alternatives, including asset sales. POPE & TALBOT: Moody's Cuts Corporate Family Rating to Ca --------------------------------------------------------- On Oct. 29, 2007, Moody's Investors Service lowered Pope & Talbot Inc.'s corporate family rating to Ca from Caa2 and its senior unsecured rating to C from Ca. Additionally, Moody's lowered the company's probability-of-default rating to D from Caa3. The rating action was prompted by the announcement that Pope & Talbot and its U.S. and Canadian subsidiaries have applied for protection under the Companies' Creditors Arrangement Act of Canada. The company expects to use the protections of the CCAA to provide for additional time to explore options available as it continues its restructuring efforts. This action concludes the review initiated on May 17, 2007. Following these rating actions, Moody's will withdraw all of the ratings. These ratings were lowered: Downgrades: Issuer: Pope & Talbot, Inc. -- Probability of Default Rating, Downgraded to D from Caa3 -- Corporate Family Rating, Downgraded to Ca from Caa2 -- Senior Unsecured Regular Bond/Debenture, Downgraded to a range of 88 - LGD5 to C from a range of 73 - LGD5 to Ca Outlook Actions: Issuer: Pope & Talbot, Inc. -- Outlook, Changed To Stable From Rating Under Review Pope & Talbot Inc. produces pulp and wood based building products from manufacturing facilities located primarily in British Columbia, Canada and with smaller operations in the north western United States. The company is headquartered in Portland, Oregon. PUGET ENERGY: Macquarie Deal Cues Moody's to Review Ratings ----------------------------------------------------------- Moody's Investors Service placed the Ba1 Issuer Rating of Puget Energy Inc. on review for possible downgrade. Moody's also affirmed the long-term ratings of its regulated utility subsidiary, Puget Sound Energy Inc. (Baa2 senior secured), and the utility's affiliated entity, Puget Sound Energy Capital Trust III ((P)Ba1 shelf for Trust Preferred Securities), and changed the rating outlook of PSE and its affiliate to stable from positive. Moody's also placed PSE's Prime-2 short-term rating for commercial paper under review for possible downgrade. The rating action follows an announcement that a consortium of infrastructure investors led by Macquarie Infrastructure Partners has signed a merger agreement to purchase 100% of the equity of Puget Energy. The proposed transaction has an enterprise value of about $7.4 billion, including the assumption of PSE's estimated $2.6 billion of debt that is expected to be outstanding at the time of closing the transaction. The financing plan for the transaction includes about $1 billion of incremental consolidated borrowings that Moody's assumes will be issued by Puget Energy and has the potential for a widening of the rating notching between Puget Energy and PSE. The review for possible downgrade of Puget Energy reflects our concern that the proposed transaction increases Puget Energy's business and financial risk profiles. These concerns are somewhat balanced by the scale of the investor consortium's proposed equity investment in the transaction ($3.2 billion), as well as its reputation as a long-term infrastructure investor. The affirmation of PSE's long-term ratings is conditioned upon expectations that supportive regulatory treatment will continue despite the change in ownership. The review for possible downgrade of PSE's short-term rating for commercial paper and the revision of the outlook to stable from positive for PSE and its affiliates reflects high multi-year utility capital spending needs that may be a drain on liquidity as well as the expected weaker credit profile of the parent company, Puget Energy. Moody's review for possible downgrade will consider the impact the proposed transaction is expected to have on Puget Energy's consolidated financial profile, the need for dividends from PSE to service parent company debt, any ring-fencing measures that may be introduced to insulate the credit profile of PSE, and any significant regulatory developments that occur during the potentially lengthy regulatory approval process. Furthermore, Moody's will consider the requirements and proposed funding sources for PSE's significant multi-year capital expenditures. Puget Sound Energy Inc. is a combination electric and natural gas utility subsidiary of Puget Energy Inc., a holding company. Both companies are headquartered in Bellevue, Washington. RESOURCE EQUITY: Case Summary & Four Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Resource Equity Group, L.L.C. P.O. Box 2196 Collegedale, TN 37315 aka The Stone Depot Bankruptcy Case No.: 07-14659 Type of Business: The Debtor provides natural stones for artistic and architectural uses. Chapter 11 Petition Date: October 26, 2007 Court: Eastern District of Tennessee (Chattanooga) Judge: John C. Cook Debtor's Counsel: J. Andrew Stinnett, Esq. 2237 Olan Mills Drive Chattanooga, TN 37421 Tel: (423) 894-5403 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Four Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Capital Growth Asset Based $1,600,000 Bridge Loan Fund II, L.L.C. and/or/aka Crossroads Financial Services, Inc. Capital Growth Fund 2201 Northwest Corporate Boulevard, Suite 201 Boca Raton, FL 33431 Thomas M. & Betty Ashlock $100,000 4917 Pine Circle Ooltewah, TN 37363 Eagle Financial Services, Inc. $85,000 Attention: Derwin Brendle, One Park Place 6148 Lee Highway, Suite 210 Chattanooga, TN 37421 Harold S. & Terry Moody $45,000 SALOMON BROTHERS: Fitch Cuts Class MV-4 Certs.' Rating to BB ------------------------------------------------------------ Fitch Ratings took action on these classes of Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-through certificates: Series 2001-1 Group 1: -- Class AF-3 affirmed at 'AAA'; -- Class MF-1 affirmed at 'A'; -- Class MF-2 affirmed at 'B-/DR1'; -- Class MF-3 remains at 'CC/DR2'. Series 2001-1 Group 2: -- Class MV-1 affirmed at 'AAA'; -- Class MV-2 affirmed at 'AA'; -- Class MV-3 affirmed at 'A-'; -- Class MV-4 downgraded to 'BB' from 'BBB-'. The affirmations reflect satisfactory credit enhancement relationship to future loss expectations and affect about $10.2 million of outstanding certificates, as of the September 2007 distribution. The downgrade of the Group 2 MV-4 class reflects the deterioration of the over-collateralization of Group 2. The downgrade affects $506,000. The collateral in the aforementioned transaction consists of 30 year fixed-rate and adjustable-rate mortgages extended to subprime borrowers secured by first and second liens on one- to four-family residential properties. All loans were originated by Tyco Capital and are serviced by Litton Loan Servicing (rated 'RPS1,' and on Rating Watch Negative by Fitch). The transaction is 70 months seasoned and the pool factors (current collateral balance as a percentage of the initial collateral balance) for Group 1 and Group 2 are 12% and 10% respectively. The cumulative losses (as a percentage of the original collateral balance) are 6.30% (Group 1) to 7.59% (Group 2). The 60+ delinquencies (as a percentage of respective current collateral balances and including loans in bankruptcies, foreclosure and real estate owned) are 16.92% (Group 1) and 25.28% (Group 2). SAMARITAN HOSPITAL: Moody's Rates 2007 Fixed Rate Bonds at B1 ------------------------------------------------------------- Moody's Investors Service assigned a B1 bond rating to Good Samaritan Hospital's Series 2007 fixed rate bonds. Good Samaritan is located in Los Angeles, California. The outlook remains negative. The negative outlook reflects our belief that the hospital's operating margins are extremely weak and inadequate to support future capital needs and debt service while maintaining a viable operation. Without substantial improvement, Moody's believes cash will continue to decline further over the medium term and could threaten the hospital's viability. Use of Proceeds Refund Series 1991 bonds, the only bonds currently outstanding, and provide about $35 million in new money for a medical office building, an outpatient pavilion, equipment, and reimbursement for prior capital expenditures ($15 million) Legal Security Obligated group consists of the hospital; bonds are secured by a lien on and security interest in certain pledged assets, which include the medical center; reserve fund will be established; rate covenant of 1.1 times does not include debt service on any future guaranteed debt if no current payments are expected, failure to meet the covenant requires a consultant but does not constitute an event of default; additional indebtedness tests are weak with the only test for additional long-term debt that such debt not exceed total net assets, no limitations on short-term debt. interest Rate Derivatives: None Strengths * Improvement in operations in 2005 and 2006 due to large increase in Medi-Cal rates as result of higher Medi-Cal volumes in 2005 and qualification for a special funding distribution from the State of California in 2006; operations in 2007 are down * High end clinical provider with relatively high Medicare case mix index of 1.74 and over 240 open heart surgeries performed in fiscal year 2006, despite declining trends in heart surgeries due to alternative treatments * Potential future benefit from projected growth and revitalization of the downtown Los Angeles area Challenges * Erratic volume trends with recent declines in surgeries and certain profitable cardiac services, which have been replaced with growth in less profitable obstetrics * High and growing Medi-Cal patient base, representing 21% of revenues and more than doubling in the last five years, due to a shift in service mix, and resulting in a higher dependency on the state for adequate funding * History of extremely weak cashflow margins of under 3% and reliance on state funding, resulting in very weak leverage measures including a very low peak debt service coverage of 0.5 times (based on proforma of annualized 11-month fiscal year 2007 results) * Six years of declines in unrestricted cash, which would have been worse without one-time cash infusions including gifts and the release of restricted funds; excluding $44 million in proceeds from a land sale, which will be used for capital projects, unrestricted cash was a modest $33 million (49 days of cash on hand) as of July 31, 2007 * Small and very competitive primary service area consisting of 11 hospitals; larger service area includes over 20 hospitals * Unionized nursing staff and sizable wage increases * Deferred capital needs, resulting in a very high average age of plant of 24 years Market Position/Competitive Strategy: Variable Patient Volumes in Part due to Location in Competitive Market Good Samaritan is located in the competitive downtown Los Angeles service area. The hospital is a large provider of various cardiology-related services, which drives its relatively high Medicare case mix index of 1.74 times. Within the hospital's defined primary service area (which is a narrow geographic area of 32 zip codes in and around downtown Los Angeles and accounts for only 47% of admissions), Good Samaritan's market share is 7%. Within the primary and secondary service areas (accounting for 91% of admissions and encompassing Los Angeles County), the hospital's market share is less than 2%, reflecting the large size of the service area and fragmentation in the industry with no one system or hospital garnering a large market share. In its primary service area, Good Samaritan competes with Cedars- Sinai Medical Center (12%), Hollywood Presbyterian Medical (9% share), White Memorial Medical Center (7%), St. Vincent Medical Center (4% share), and California Hospital Medical Center (3% share). There are 11 hospitals within the primary service area. Within cardiology, Good Samaritan maintains a first or second market share for each type of service and competes primarily with Cedars-Sinai and St. Vincent. Cardiovascular cases have been declining and open heart cases are now half the volume several years ago, in part due to a national trend but also competition. Good Samaritan's patient volume trends have been erratic and reflect competition, physician turnover and fundamental changes in the hospital's service mix. Growth in the obstetrics business primarily drove a 5.6% increase in admissions in each of 2005 and 2006, but has replaced profitable cardiac business. Admissions are down 5% in 2007 in part due to the loss of three orthopedic surgeons. Open hearts are down 58% between fiscal years 2004 and 2006 due to the departure of a major physician group and growth in stents. Outpatient surgeries were down 7% in 2006 and 6% in 2007 due to the loss of an anesthesiologist, fewer pain management cases as well as competition from joint venture physician surgery centers. The hospital is pursuing several strategies to address volume and competitive challenges. In order to address volume issues, the hospital will be building a large 150,000 square foot medical office building and outpatient pavilion to assist with recruiting physicians and expand clinical space. The facility will allow the hospital to expand its surgery suites and relocate imaging services and better compete with freestanding surgery centers. Finally, the hospital hopes to benefit from its location in downtown Los Angeles, which puts it close to several large redevelopment projects that are expected to fuel significant growth in the future. Operating Performance: Consistently Weak Margins and Growing Reliance on Medi-cal Funding While Good Samaritan reported operating improvement in 2005 and 2006, fiscal year 2007 performance is down and continues a trend of very weak margins. Moody's believes operating performance will continue to be challenged and increasingly dependent on state funding levels. The hospital continues to operate at financial levels that are unsustainable in the long-term and, Moody's believes, will result in further reductions in unrestricted cash in the absence of extraordinary cash infusions and debt financing. Through 11 months of fiscal year 2007, Good Samaritan had a $12.7 million operating loss (excluding a $4.5 million non-recurring Medicare-related adjustment) compared with an $10 million operating loss through 11 months of fiscal year 2006. Operating cashflow through 11 months of 2007 was $0.8 million (very weak 0.4% margin), compared with $7.7 million (3%) in the full year of 2006 and $3.7 million in the full year of 2005. The improvement in 2006 was due to the receipt of a special funding distribution from the State of California and an increase in Medicare disproportionate share funding (tied to level of Medi-Cal). The decline in 2007 is due to the absence of the special funding distribution from the State and the volume issues discussed above. Good Samaritan's growing Medi-Cal business has increased its dependency on adequate reimbursement under the program and, while the hospital has been able to obtain rate increases, the program historically has been a weak and unpredictable payer and continues to face funding pressure. Medi-Cal has doubled as a percent of gross revenue in the last 5 years to a high 21%. In 2005 the hospital received an additional $11 million in higher Medi-Cal rates but received no increase in 2006; a moderate increase is expected in fiscal year 2008. In 2006 Good Samaritan qualified for funding under a special funding distribution from the State of California. As Moody's discussed in prior reports we believe the organization has fundamental cultural and operating issues that suggest operations will continue to be very weak. The absence of more significant initiatives to ensure the hospital's long-term viability suggest a culture that may be resistant to major changes and has been overly reliant on its cash position to support operations and fund operating losses. Moody's believes Good Samaritan's operating performance will continue to be challenged in a number of areas. The hospital's nursing staff is unionized and annual wage increases continue to be high. As discussed above, Good Samaritan faces competition for inpatient services from other hospitals, some of which are owned by larger systems with financial resources. Additionally, the hospital is challenged by a growing uninsured population and an aging plant. Financial strategies include focusing on higher margin business and maximizing Medi-Cal reimbursement. Balance Sheet Position: Adequate cash levels, but leverage is high relative to operations Moody's believes Good Samaritan's unrestricted cash position will be preserved in the next year or two because of the availability of bond proceeds and cash from land sales for capital. However, based on weak operations and a historical trend of declining cash, Moody's believes cash could decline to very weak levels in the medium term. Unrestricted cash has declined for six years and would have declined further without one-time cash infusions. As of July 31, 2007 unrestricted cash was $33 million (excluding $44 million of proceeds from a land sale, which will be used in the short-term for capital), representing a modest 49 days on hand, declining significantly from $50 million at fiscal year end 2006 (note 2006 cash was restated from a prior number of $55 million). In fiscal year 2005 the hospital released $8 million in workers compensation reserves no longer needed because of the hospital's claims experience. Prior to 2005 absolute cash was enhanced by one-time cash infusions including $12 million in unrestricted gifts in 2003 and 2004. Capital spending will be increasing and will be funded with bond proceeds as well as the sale of property. The largest project is the medical office building and outpatient pavilion discussed above which is expected to cost $60 million. Routine capital spending is estimated at $13 million in fiscal year 2008 and $10 million in 2009. Sources of funding include $35 million in bond proceeds and $44 million from the sale (which has been received) of an adjacent parcel of land. Based on 2007 the hospital's "free cashflow" is negative (cashflow less debt service) and does not provide funds for capital spending, suggesting further cash decline. Good Samaritan's debt will increase by almost 60% after the financing to $120 million. Although Moody's believes the amount of debt is not overly high for the size of the hospital, leverage measures are extremely weak because of operating performance. Cash-to-debt on a proforma basis is low at 27%. Debt-to-cashflow is negative. Peak debt service coverage is weak at 0.5 times. At this time, the hospital has no plans for additional debt. Outlook The negative outlook reflects Moody's belief that the hospital's operating margins are extremely weak and inadequate to support future capital needs and debt service while maintaining a viable operation. Without substantial improvement, Moody's believes cash will continue to decline further over the medium term and could threaten the hospital's viability. What could change the rating -- Up Multiple years of substantially improved operating performance, combined with maintenance of cash without reliance on one-time infusions. The negative outlook suggests an upgrade is not likely. What could change the rating -- Down Further decline in unrestricted cash, continued operating losses Key Indicators: Assumptions & Adjustments: -- Based on financial statements for Good Samaritan Hospital -- First number reflects audit year ended August 31, 2006 -- Second number reflects annualized 11 months of fiscal year 2007 ended July 31, 2007, unaudited and proforma with $45 million in new debt -- Investment returns smoothed at 6% unless otherwise noted -- Non-recurring items excluded are $4.5 million in a non- cash Medicare-related adjustment in 2007 * Inpatient admissions: 18,151; 17,385 * Total operating revenues: $254 million; $236 million * Moody's-adjusted net revenue available for debt service: $13 million; $4.9 million * Total debt outstanding: $76 million; $121 million * Maximum annual debt service: $7.4 million; $9 million * MADS coverage based on reported investment income: 1.8 times; 0.9 times * Moody's-adjusted MADS coverage: 1.8 times; 0.5 times * Debt-to-cash flow: 10 times; negative * Days cash on hand: 79 days; 49 days * Cash-to-debt: 72%; 27% * Operating margin: (3.1)%; (6.6)% * Operating cash flow margin: 3%; 0.4% SAMSONITE CORP: Completed CVC Deal Cues S&P to Withdraw Ratings --------------------------------------------------------------- Standard & Poor's Ratings Services withdrew all the ratings on Mansfield, Massachussetts-based Samsonite Corp., including the 'BB-' corporate credit rating. The company's existing rated debt was repaid following the completion of its recent sale to CVC Capital Partners. The corporate credit rating has been withdrawn at Samsonite's request. Ratings List Ratings Withdrawn Samsonite Corp. To From -- ---- Corporate Credit Rating NR BB-/Watch Neg/-- Senior Secured Local Currency NR BB-/Watch Neg Recovery Rating NR 3 SASCO MORTGAGE: Fitch Cuts Class B Certs.' Rating to BB- -------------------------------------------------------- Fitch took rating action on these SASCO mortgage pass-through certificates: Series 2006-GEL1: -- Class A affirmed at 'AAA'; -- Class M1 affirmed at 'AA'; -- Class M2 affirmed at 'A+'; -- Class M3 affirmed at 'BBB+'; -- Class M4 affirmed at 'BBB-'; -- Class B downgraded to 'BB-' from 'BB'; The affirmations reflect a stable relationship between credit enhancement and expected losses, and affect about $150.4 million in outstanding certificates. The negative rating actions reflect deterioration in the relationship between CE and expected losses, and affect about $6 million in outstanding balances. At issuance, the transaction was initially funded with about half of its target overcollateralization amount. As a result of losses being greater than originally expected (losses have exceeded excess spread for eight of the past twelve months), the OC amount has not been able to reach its target. Fitch does not expect the OC amount to ever reach its target. The pool factor (current collateral balance as a percentage of initial collateral balance) is approximately 65%, and the transaction is 20 months seasoned. The amount of loans in the 60+ delinquency buckets (includes Foreclosure, Real Estate Owned, and Bankruptcy) is about 18.5% (comprising 11.9% in FC and REO), and the cumulative losses to date are approximately 1.44%. The mortgage pool consists of conventional, first and second lien, adjustable- and fixed-rate residential mortgages. All of the loans are master serviced by Aurora Loan Services Inc which is currently rated 'RMS1-' by Fitch. SCO GROUP: Court Approves Berger Singerman as Co-Counsel -------------------------------------------------------- The SCO Group Inc. and SCO Operations Inc. obtained permission from the United States Bankruptcy Court for the District of Delaware to employ Berger Singerman P.A. as their co-counsel, nunc pro tunc to Sept 14, 2007. Berger Singerman will: a) advise the Debtors with respect to its powers and duties as debtors-in-possession and the continued management of their business operations; b) advise the Debtors with respect to their responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting requirements and with the rules of the Court; c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the cases; d) protect the interests of the Debtors in all matters pending before the Court; and e) represent the Debtors in negotiations with their creditors and in the preparation of a plan. The firm's professionals will bill at these rates: Professional Hourly Rate ------------ ----------- Paul Steven Singerman, Esq. $475 Arthur J. Spector, Esq. $450 Associate Attorneys $250 - $370 Legal Assistants/Paralegals $75 - $160 The firm disclosed that on Sept. 4, 2007, and Sept. 12, 2007, Berger Singerman received retainers of $50,000 and $375,000, respectively, in connection with Debtors' chapter 11 cases. Arthur J. Spector, Esq., a shareholder of the firm, assures the Court that the firm does not hold any interest adverse to the Debtors and their estate, and that the firm is a "disinterested person" as that term is defined under Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul Steven Singerman, Esq. Arthur J. Spector, Esq. Berger Singerman P.A. 350 E. Las Olas Boulevard, Suite 1000 Fort Lauderdale, FL 33301 Tel.: (954) 713-7511 http://www.bergersingerman.com/ Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX) fka Caldera International Inc. -- http://www.sco.com/-- provides software technology for distributed, embedded and network-based systems, offering SCO OpenServer for small to medium business and UnixWare for enterprise applications and digital network services. The company and its affiliate, SCO Operations Inc., filed for Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case No. 07-11337). Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and noticing agent. The United States Trustee failed to form an Official Committee of Unsecured Creditors in these cases due to insufficient response from creditors. The Debtors' exclusive period to file a chapter 11 plan expires on March 12, 2008. The Debtors' schedules of assets and liabilities showed total assets of $9,549,519 and total liabilities of $3,018,489. SCO GROUP: Gets Court OK to Hire Pachulski Stang as Co-Counsel -------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware authorized The SCO Group Inc. and SCO Operations Inc. to employ Pachulski Stang Ziehl & Jones LLP as their bankruptcy co-counsel, nunc pro tunc to Sept 14, 2007. Pachulski Stang will: a) provide legal advise with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business and management of their property; 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 confirmation of a plan and approval of a disclosure statement; and e) perform all other legal services for the Debtors that may be necessary and proper in these proceedings. The firm's professionals and their billing rates per hour are: Professional Rate ------------ ---- Laura Davis Jones, Esq. $750 James E. O'Neill, Esq. $475 Rachel L. Werkheiser, Esq. $375 Lynzy Oberholzer $175 Laura Davis Jones, Esq. an attorney of the firm, assures the Court that the firm does not hold any interest adverse to the Debtors and their estate, and that the firm is a "disinterested person" as that term is defined under Section 101(14) of the Bankruptcy Code. The firm can be reached at: Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Tel.: (302) 652-4100 Fax.: (302) 652-4400 http://www.pszjlaw.com/ Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX) fka Caldera International Inc. -- http://www.sco.com/-- provides software technology for distributed, embedded and network-based systems, offering SCO OpenServer for small to medium business and UnixWare for enterprise applications and digital network services. The company and its affiliate, SCO Operations Inc., filed for Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case No. 07-11337). Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and noticing agent. The United States Trustee failed to form an Official Committee of Unsecured Creditors in these cases due to insufficient response from creditors. The Debtors' exclusive period to file a chapter 11 plan expires on March 12, 2008. The Debtors' schedules of assets and liabilities showed total assets of $9,549,519 and total liabilities of $3,018,489. SECURE COMPUTING: Posts $10.1 Million in Quarter Ended Sept. 30 --------------------------------------------------------------- Secure Computing Corporation disclosed Monday results for its third quarter ended Sept. 30, 2007. On a GAAP basis, net loss was $10.1 million for the quarter ended Sept. 30, 2007. This compares to a net loss of $8.2 million for the same period last year. Non-GAAP net income was $6.4 million for the third quarter of 2007. GAAP revenue of $60.0 million. This represents a 37% increase in revenue compared to $43.7 million in the same quarter last year. Third quarter non-GAAP revenue was $65.2 million. This represents a 49% increase compared to the same quarter last year. The company generated $12.8 million of cash from operations and reduced the long term debt balance by $10.0 million. Billings for the quarter were $74.0 million, a 20% increase compared to the same quarter last year. "Our team again delivered solid results in the third quarter," said John McNulty, chairman and chief executive officer of Secure Computing. "Secure Computing is in the enviable position of being able to address the evolving threat environment at the gateway in a fashion that we believe is better and more complete than any other security provider. Today's Web 2.0 technologies have great allure and benefit, but they also provide an inviting target for blended malware, and stopping that type of threat is what we do best. Our products fit the needs of the market and good execution allowed us to realize record revenue and cash from operations. We believe we are well positioned to accelerate our growth in the enterprise security market." In the third quarter, deferred revenue increased $11.4 million, or 8%, bringing the total deferred revenue balance to $153.8 million at the end of September. Total cash and restricted cash was $10.7 million at Sept. 30, 2007. "In the third quarter, we experienced strong performance across many important metrics, including closing six seven-figure deals and a record 127 deals over $100,000," said Tim Steinkopf, senior vice president of operations and chief financial officer of Secure Computing. "Our strong cash flow from operations over the last three quarters has allowed us to reduce our debt by $32 million since the beginning of the year, which is well ahead of plan." At Sept. 30, 2007, the company's consolidated balance sheet showed $715.8 million in total assets, $250.8 million in total liabilities, $68.3 million in convertible preferred stock, and $396.6 million in total shareholders' equity. The company's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $92.0 million in total current assets available to pay $127.0 million in total current liabilities. About Secure Computing Headquartered in San Jose, Calif., Secure Computing (NASDAQ: SCUR) -- http://www.securecomputing.com/-- is a provider of enterprise gateway security, delivers a comprehensive set of solutions that help customers protect their critical Web, email and network assets. Over half of the Fortune 50 and Fortune 500 are part of the company's more than 20,000 global customers in 106 countries, supported by a worldwide network of more than 2,300 partners. * * * As reported in the Troubled Company Reporter on Aug. 20, 2007, Standard & Poor's Rating Services raised its corporate credit rating on Secure Computing Corp. to 'B+' from 'B', following the successful integration of CipherTrust Inc. and an improved financial profile. The outlook is positive. STELCO INC: Gets Regulatory Nods for Acquisition by U.S. Steel -------------------------------------------------------------- Stelco Inc. has been advised that United States Steel Corporation has received all regulatory approvals required to complete the arrangement of Stelco under section 192 of the Canada Business Corporations Act involving the acquisition by an indirect wholly- owned subsidiary of United States Steel Corporation of all of the common shares of Stelco. The completion of the Arrangement remains subject to the approval of the Ontario Superior Court of Justice and the satisfaction of certain other conditions described in the management proxy circular dated Sept. 24, 2007. Subject to the satisfaction of such conditions, it is anticipated that the Arrangement will be completed today, Oct. 31, 2007. Headquartered in Hamilton, Ontario, Stelco Inc. (TSX: STE) -- http://www.stelco.ca/ -- is one of Canada's largest steel companies. It is focused on its two Ontario-based integrated steel businesses located in Hamilton and in Nanticoke. These operations produce hot rolled, cold rolled, coated sheet and bar products. On April 1, 2006, Stelco Inc. emerged from CCAA restructuring. At Sept. 30, 2007, Stelco Inc.'s consolidated balance sheet showed total assets of $2.6 billion and total liabilities of $2.7 billion, resulting in a $64 million shareholders' deficit. STRUCTURED ASSET: Fitch Takes Rating Actions on Six Deals --------------------------------------------------------- Fitch took rating action on these Structured Asset Investment Loan mortgage pass-through certificates: Series 2003-BC6: -- Class M1 affirmed at 'AA'; -- Class M2 remains at 'A-', and placed on Rating Watch Negative; -- Class M3 downgraded to 'B' from 'BBB'; -- Class M4 downgraded to 'CCC' from 'BBB-', and assigned a Distressed Recovery rating of 'DR1'; -- Class B downgraded to 'CCC' from 'BBB-', and assigned a DR rating of 'DR1'. Series 2003-BC7: -- Class A affirmed at 'AAA'; -- Class M1 affirmed at 'AA'; -- Class M2 affirmed at 'A-'; -- Class M3 affirmed at 'BBB'; -- Class M4 downgraded to 'B' from 'BB+'; -- Class M5 downgraded to 'B' from 'BB+'; -- Class B downgraded to 'B' from 'BB+'. Series 2003-BC13: -- Class A affirmed at 'AAA'; -- Class M1 affirmed at 'AA'; -- Class M2 affirmed at 'A'; -- Class M3 affirmed at 'A-'; -- Class M4 affirmed at 'BBB'; -- Class M5 downgraded to 'BB+' from 'BBB-'; -- Class M6 downgraded to 'BB' from 'BBB-'; -- Class B downgraded to 'B' from 'BB'. Series 2004-2: -- Class A affirmed at 'AAA'; -- Class M1 affirmed at 'AA'; -- Class M2 affirmed at 'A'; -- Class M3 downgraded to 'BBB+' from 'A-'; -- Class M4 downgraded to 'BB+' from 'BBB+'; -- Class M5 downgraded to 'BB' from 'BBB'; -- Class M6 downgraded to 'BB-' from 'BBB-'; -- Class B downgraded to 'B' from 'BB'. Series 2004-4: -- Class A affirmed at 'AAA'; -- Class M1 affirmed at 'AA'; -- Class M2 affirmed at 'AA-'; -- Class M3 downgraded to 'A+' from 'AA-'; -- Class M4 downgraded to 'A-' from 'A+'; -- Class M5 downgraded to 'BBB' from 'A-'; -- Class M6 downgraded to 'BB' from 'BBB-'; -- Class M7 downgraded to 'C' from 'BB', and assigned a DR rating of 'DR3'; -- Class M8 downgraded to 'C' from 'BB-', and assigned a DR rating of 'DR5'; -- Class B downgraded to 'C' from 'B+', and assigned a DR rating of 'DR6'. Series 2004-5: -- Class M2 affirmed at 'AA+'; -- Class M3 affirmed at 'AA'; -- Class M4 downgraded to 'A+' from 'AA-'; -- Class M5 downgraded to 'A-' from 'A'; -- Class M6 downgraded to 'BBB' from 'A-'; -- Class M7 downgraded to 'BB' from 'BBB+'; -- Class M8 downgraded to 'CC' from 'BBB', and assigned a DR rating of 'DR1'. The affirmations reflect a stable relationship between credit enhancement and expected losses, and affect about $629.1 million in outstanding certificates. The negative rating actions affect about $194.54 million in outstanding certificates. The negative rating actions reflect deterioration in the relationship between CE and expected losses. All transactions have experienced decreases in their respective overcollateralization amounts due to realized losses being greater than excess spread amounts for at least six of the past 12 months. All transactions' OC amounts are beneath their targets. The collateral in the aforementioned transactions consists primarily of conventional, first and second lien, adjustable and fixed rate, fully amortizing and balloon loans secured by residential properties. The collateral was originated by multiple lenders which include BNC Mortgage Inc., New Century Mortgage Corporation, and Option One Mortgage Corporation. Aurora Loan Services Inc. is the master servicer for all transactions and is rated 'RMS1-' by Fitch. SUPERMERCADOS BONANZA: Case Summary & 35 Largest Unsec. Creditors ----------------------------------------------------------------- Lead Debtor: Supermercados Bonanza Nieves, Inc. aka Selectos Nieves, Inc. Apartado 903 Aguada, PR 00602 Bankruptcy Case No.: 07-06345 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Familia Nieves, Inc. 07-06344 Chapter 11 Petition Date: October 29, 2007 Court: District of Puerto Rico (Old San Juan) Debtor's Counsel: Winston Vidal-Gambaro, Esq. P.O. Box 193673 San Juan, PR 00919-3673 Tel: (787) 751-2864 Fax: (787) 763-6114 Estimated Assets Estimated Debts ---------------- --------------- Supermercados Bonanza $1 Million to $1 Million to Nieves, Inc. $100 Million $100 Million Familia Nieves, Inc. $100,000 to $1 Million to $1 Million $100 Million A. Supermercados Bonanza Nieves, Inc's 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Banco Popular De Puerto Rico bank loan $3,221,114 P.O. Box 362708 Hato Rey, PR 00936-2708 Westernbank Puerto Rico bank loan $212,929 P.O. Box 1180 Mayaguez, PR 00681-1180 Banco de Santander bank loan $158,246 P.O. Box 36-2589 San Juan, PR 00936 Autoridad de Energia trade debt $113,322 Electrica C.R.I.M. taxes $60,692 Municipality of Moca taxes $55,838 Refrigerama trade debt $53,148 Banco Popular de Puerto Rico automobile leasing $50,195 San Juan, PR Hobart Service trade debt $46,366 Pedro Barba E. Hijos, Inc. trade debt $34,742 Productos Avicolas del Sur, trade debt $30,489 Inc. General Electric trade debt $24,829 Riviana Puerto Rico, Inc. trade debt $24,316 V. Suarez & Co., Inc. trade debt $22,827 Mendez & Co. trade debt $22,677 Ballester Hermanos, Inc. trade debt $21,958 Caribbean Produce trade debt $21,810 B. Familia Nieves, Inc's 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Banco Popular de Puerto Rico bank loan $2,026,143 P.O. Box 362706 Hato Rey, PR 00936-2708 bank overdraft $15,756 Municipality of Anasco bank loan $51,000 Apartado 1305 Anasco, PR B. Fernandez & H.N.O.S., Inc. trade debt $40,830 P.O. Box 363629 San Juan, PR 00936-3629 V. Suarez & Co., Inc. trade debt $39,791 Ballester Hermanos, Inc. trade debt $37,081 Bismark Trading, Inc. trade debt $30,200 Productos Avicolas del Sur trade debt $23,843 Kellogg Caribbean Services trade debt $23,226 Co., Inc. Suiza Dairy Corp. trade debt $22,645 Mendez & Co. trade debt $22,045 Johnny Rivera, Inc. trade debt $21,332 Plaza Provision Co. trade debt $20,627 Rovira Foods, Inc. trade debt $18,928 Eric's Products Matosantos Comercial Corp. trade debt $17,633 Pan Pepin, Inc. trade debt $16,376 Caribbean Produce trade debt $15,104 Star Meat trade debt $13,472 Frigorifico Plaza Aguadilla, trade debt $9,753 Inc. SUSSER HOLDINGS: Units Plan to Offer $150 Million Senior Notes -------------------------------------------------------------- Susser Holdings Corporation disclosed that its indirect subsidiaries, Susser Holdings, L.L.C. and Susser Finance Corporation, intend to offer approximately $150 million aggregate principal amount of 10-5/8% Senior Notes due 2013. The net proceeds from the notes offering will be used to partially fund the acquisition by Susser of TCFS Holdings, Inc., a Texas corporation and the parent of the Town & Country Food Stores chain of convenience stores. The notes offering is subject to market and other conditions including, without limitation, the closing of the TCFS acquisition. A definitive agreement relating to the proposed offering of notes has not been entered into by the Issuers, and there can be no assurances that the notes offering will be consummated. Headquartered in Corpus Christi, Texas, Susser Holdings Corporation (NASDAQ: SUSS) -- http://www.susser.com/-- operates more than 320 convenience stores in Texas and Oklahoma under the Stripes and Circle K brands, offering motor fuel, merchandise, food service (under its own Laredo Taco Company brand) and other services. Its wholesale segment purchases branded and unbranded motor fuels from refiners and distributes it to the company's retail convenience stores, contracted independent operators of convenience stores, unbranded convenience stores and commercial users. SUSSER HOLDINGS: Moody's Confirms B1 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service confirmed the corporate family rating of Susser Holdings LLC at B1, downgraded the $120 million 10.625% senior note (2013) issue to B3 (LGD-5, 78%) to be consistent with Moody's loss given default methodology following the change in the capital structure, and rated the proposed $150 million add-on to the 2013 notes at B3 (LGD-5, 78%). The rating outlook is stable and the speculative grade liquidity rating remains SGL-2. This rating action concludes the review that commenced on Sept. 24, 2007. Consideration of the ratings had been prompted by Moody's concern that credit quality would deteriorate as a result of the announced transaction in which the company intends to purchase Town and Country Food Stores, Inc. for total consideration of $361 million. Besides the additional senior notes, Susser will finance the transaction with excess cash, proceeds from the sale & leaseback of certain Town & Country real estate, an unrated $105 million secured term loan, and borrowings on the unrated $90 million secured revolving credit facility. This rating is assigned: -- $150 million add-on to the 10 5/8% senior unsecured note (2013) issue at B3 (LGD --5, 78%). Ratings confirmed are: -- Corporate family rating at B1; -- Probability of Default rating at B1. This rating is lowered: -- $120 million 10 5/8% senior unsecured note (2013) issue to B3 (LGD-5, 78%) from B2 (LGD-5, 73%). The speculative grade liquidity rating remains SGL-2. Moody's does not rate the $90 million secured revolving credit facility or the $105 million secured term loan. Moody's believes that the pending Town & Country acquisition makes strategic sense and is being sensibly financed, so pro-forma credit metrics will remain appropriate for the rating category after the pending transaction. The ratings also recognize certain qualitative aspects of the company's franchise such as the moderate cash flow seasonality, the company's important market position as a motor fuel retailer in South and West Texas, and the high fair market value of tangible assets such as real estate relative to the company's liabilities. However, limiting the ratings are the geographic concentration of the company's retail and wholesale operations, the intensely competitive nature of the convenience store industry, including from non-traditional gasoline retailers, and the inevitable challenges in successfully combining Town & Country with Susser. Susser Holdings LLC, with headquarters of its operating subsidiary in Corpus Christi, Texas, operates 329 convenience stores in Texas and Oklahoma. The company also wholesales fuel to 374 independent retailers. The company intends to purchase Town and Country Food Stores, Inc, the operator of 168 convenience stores in West Texas and Eastern New Mexico. Pro-forma revenue for the twelve months ending June 30, 2007 would have been about $3.2 billion. SUSSER HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Corpus Christi, Texas-based Susser Holdings LLC. At the same time, S&P lowered the company's senior unsecured debt rating to 'B' from 'B+'. All ratings have been removed from CreditWatch, where they were placed with negative implications on Sept. 21, 2007. The outlook is negative. "The affirmation of the corporate credit rating reflects the improvement in Susser's geographic scope and market position balanced against the deterioration of cash flow protection measures," said Standard & Poor's credit analyst David Kuntz, "as the Town & Country acquisition adds significant debt to the company's balance sheet." The company is also adding $120 million to its existing senior unsecured notes. The negative outlook reflects Standard & Poor's concern over the integration risk related to Town & Country and the volatility in motor fuel margins given the context of increased financial leverage. "We would consider a downgrade if issues arise with the integration, leading to a decline in operations and further deterioration in credit metrics," added Mr. Kuntz. TERWIN MORTGAGE: Moody's Rates Class B-1 Certificates at Ba2 ------------------------------------------------------------ Moody's Investors Service assigned a Aaa rating to the senior certificates issued by Terwin Mortgage Trust 2007-QHL1, and ratings ranging from Aa1 to Ba2 to the mezzanine and subordinate certificates in the deal. The securitization is backed by various mortgage lender originated adjustable-rate and fixed-rate subprime mortgage loans acquired by Terwin Securitization LLC. The ratings are based primarily on the credit quality of the loans and on the protection against credit losses provided by subordination, excess spread, and overcollateralization. The ratings also benefit from an interest- rate swap agreement provided by Bear Stearns Financial Products Inc. Moody's expects collateral losses to range from 10.40% to 10.90%. Specialized Loan Servicing LLC will service the mortgage loans. Moody's has assigned SLS a servicer quality rating of SQ4+ as servicer of subprime first lien loans. The Bank of New York will act as master servicer. Moody's assigned Bank of New York a servicer quality rating of SQ2 as a master servicer. The complete rating actions are: Terwin Mortgage Trust 2007-QHL1 Asset-Backed Securities, Series 2007-QHL1 -- Cl. A-1, Assigned Aaa -- Cl. M-1, Assigned Aa1 -- Cl. M-2, Assigned Aa2 -- Cl. M-3, Assigned A1 -- Cl. M-4, Assigned A2 -- Cl. M-5, Assigned Baa1 -- Cl. M-6, Assigned Baa2 -- Cl. M-7, Assigned Baa3 -- Cl. B-1, Assigned Ba2 -- Cl. G, Assigned Aaa TWEETER HOME: Committee Wants to Pursue Potential Actions --------------------------------------------------------- Tweeter Home Entertainment Group, Inc., and its debtor-affiliates, along with the Official Committee of Unsecured Creditors, ask the U.S. Bankruptcy Court for the District of Delaware to authorize the creditors panel, on the Debtors' behalf, to commence and prosecute certain actions under Chapter 5 of the Bankruptcy Code. Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware, relates that, since the closing of the sale of substantially all of their assets, the Debtors have worked closely with the Committee. As part of the wind-down process, he says, the Committee has identified certain potential Actions to recover amounts paid to certain employees. The payments were made before the bankruptcy filing from a Deferred Compensation Trust operated by the Debtors. The Debtors and the Committee have agreed that the Committee is the best party to pursue Potential Actions, since: (a) several employees continue to provide services to the Debtors under the Transition Services Agreement; (b) it is likely that the Potential Actions will be transferred to a creditor trust upon confirmation of a liquidation plan; and (c) the current counsel will pursue those Potential Actions on behalf of that creditor trust. Mr. Galardi asserts that the transfer of the Potential Actions to the Committee will avoid duplication of efforts that might otherwise occur upon confirmation of a plan of reorganization. Pursuant to Sections 1103(c)(5) and 1109, and as confirmed by the United States Court of Appeals for the Third Circuit, creditors' committees are allowed under certain conditions to assert causes of action on behalf of a debtors' estate. Mr. Galardi notes that the Bankruptcy Court had previously granted relief in similar cases, citing In re Cybergenics, 330 F.3d at 580. Mr. Galardi maintains that the Committee should be authorized to pursue Potential Actions on the Debtors' behalf, pending Plan confirmation. About Tweeter Home Based in Canton, Mass., Tweeter Home Entertainment Group Inc. -- http://www.tweeter.com/-- retails mid-to high-end audio and video consumer electronics products. Tweeter and seven of its affiliates filed for chapter 11 Protection on June 11, 2007 (Bankr. D. Del. Case Nos. 07-10787 through 07-10796). Gregg M. Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represent the Debtors. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and total debts of $190,417,285. The Court gave the Debtors until Feb. 6, 2008 to file a plan of reorganization. Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represent the Official Committee of Unsecured Creditors. (Tweeter Bankruptcy News, Issue No. 13, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). TWEETER HOME: Wants to Assume & Assign Mitsubishi Contract ---------------------------------------------------------- Tweeter Home Entertainment Group, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to assume an authorized dealer contract with Mitsubishi Consumer Electronics America, Inc., and assign it to Tweeter Newco, LLC, as purchaser of substantially all of the Debtors' assets. In addition, the Debtors ask the Court to approve their settlement agreement with Tweeter Newco with respect to certain credits owed under the Mitsubishi Contract. Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher, & Flom, LLP, in Wilmington, Delaware, relates that following the sale of the Debtors' assets, the Debtors and Tweeter Newco entered into a vendor settlement, under which the Tweeter Newco paid the Debtors $1,000,000 for rights to certain vendor credits. According to Mr. Galardi, the Debtors and Tweeter Newco had a disagreement regarding their respective rights to $210,670, representing credits owed by Mitsubishi to the Debtors. After arm's-length negotiations, the Debtors and Tweeter Newco resolved their disputes, and have agreed that: (a) Tweeter Newco will pay the Debtors $63,200; (b) the Debtors will assign the Mitsubishi Contract and its Credits to Tweeter Newco; (c) any payment under the assignment of the Contract will not be counted against payment caps set forth in the Sale Order or Asset Purchase Agreement; and (d) the Debtors will waive claims or causes of action their estates may have against the non-Debtor parties to the Mitsubishi Contract. The Debtors have determined that the assumption and assignment of the Mitsubishi Contract will generate maximum benefit to the Debtors' estates, their creditors, and other parties-in-interest. By complying with the Tweeter Newco's designation and resolving their disputes with respect to the Mitsubishi Contract and its Credits, the Debtors are relieved of any obligations associated with the Contract. The Debtors believe that there are no outstanding cure amounts with respect to the Contract. The Debtors state that they may identify other contracts and unexpired leases to be assumed or rejected, and reserve the right to assume or reject additional contracts in the future. About Tweeter Home Based in Canton, Mass., Tweeter Home Entertainment Group Inc. -- http://www.tweeter.com/-- retails mid-to high-end audio and video consumer electronics products. Tweeter and seven of its affiliates filed for chapter 11 Protection on June 11, 2007 (Bankr. D. Del. Case Nos. 07-10787 through 07-10796). Gregg M. Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represent the Debtors. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and total debts of $190,417,285. The Court gave the Debtors until Feb. 6, 2008 to file a plan of reorganization. Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represent the Official Committee of Unsecured Creditors. (Tweeter Bankruptcy News, Issue No. 13, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). TWEETER HOME: Zurich Group Wants to Terminate Insurance Policies ---------------------------------------------------------------- Zurich American Insurance Company and American Zurich Insurance Company seek relief from the automatic stay imposed under Section 362 of the Bankruptcy Code in order to terminate certain insurance policies with Tweeter Home Entertainment Group, Inc. and its debtor-affiliates. Zurich states that the Debtors have failed to meet their obligations for insurance coverage. Zurich issued automobile and general liability, and workers' compensation policies to Sound Advice, Inc., and Sound Advice of Arizona, Inc., as well as Garagekeepers legal liability policies to all the Debtors. To secure their obligations, the Debtors provided $460,000, and the Sound Advice Debtors posted $68,659, in escrow funds. In addition, a letter of credit named Zurich the beneficiary of $4,400,000, securing the Debtors' obligations under the policies. The Debtors were also obligated to post $75,000 in escrow funds, and increase the letter of credit by $150,000, which they failed to do. Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware, asserts that the Debtors have failed to pay premiums on the 2007/2008 policy year, consisting of prepetition installments aggregating $153,171, and $63,970 for postpetition installments. Under certain deductible agreements and specifications, the Debtors owe $1,842,202 to Zurich for monthly billings arising from the deductible layer of the insurance policies. After deducting payments of losses and accounting for the escrow funds, Zurich determined an unsecured claim against the Sound Advice Debtors for $905,548. Mr. Landis asserts that lifting the automatic stay enables a panel of arbitrators to determine the value and priority of Zurich's claims against the Debtors' estates. He adds that it will allow Zurich to terminate the policies, since according to Mr. Landis, the Debtors have no intention of paying the defaulted payments. According to Mr. Landis, Tweeter Newco, LLC, purchaser of the Debtors' assets, indicated that it has no intention of requesting the Debtors to assume the policies, and procured insurance coverage from another provider. Mr. Landis maintains that Zurich will be increasingly harmed by the Debtors' failure to reimburse, and stands to suffer substantial prejudice and significant additional exposure if it is unable to terminate the policies. About Tweeter Home Based in Canton, Mass., Tweeter Home Entertainment Group Inc. -- http://www.tweeter.com/-- retails mid-to high-end audio and video consumer electronics products. Tweeter and seven of its affiliates filed for chapter 11 Protection on June 11, 2007 (Bankr. D. Del. Case Nos. 07-10787 through 07-10796). Gregg M. Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represent the Debtors. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and total debts of $190,417,285. The Court gave the Debtors until Feb. 6, 2008 to file a plan of reorganization. Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represent the Official Committee of Unsecured Creditors. (Tweeter Bankruptcy News, Issue No. 13, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ULTITEK LTD: Sept. 30 Balance Sheet Upside-Down by $796,924 ----------------------------------------------------------- Ultitek Limited's consolidated balance sheet showed $1.3 million in total assets, $1.7 million in total liabilities, and $358,455 in 7% convertible debenture, resulting in a $796,924 total shareholders' deficit. The company's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $1.1 million in total current assets available to pay $1.7 million in total current liabilities. The company reported a net loss of $131,423 on revenues of $525,128 for the third quarter ended Sept. 30, 2007, compared with a net loss of $265,111 on revenues of $284,697 for the same period last year. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?24a1 Going Concern Doubt Meyler & Company LLC, in Middletown, N.J., expressed substantial doubt about Ultitek Ltd.'s ability to continue as a going concern after auditing the company's consolidated financial statements as of the years ended Dec. 31, 2006, and 2005. The auditing firm reported that the company incurred a net loss of $7.4 million in 2006 and had a stockholders' deficit of $325,731 at Dec. 31, 2006. About Ultitek Ltd. Headquartered in Englewood Cliffs, N.J., Ultitek Ltd. (OTC BB: UITK.OB) -- http://www.ultitek.com/-- through its wholly owned subsidiary, TAIS, owns and operates the ULTITEK System consisting of a computerized reservation system, a global distribution system, and operation systems for the airlines, to be marketed worldwide. URBAN DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Urban Developers, LLC dba Plaza Square Apartments dba Plaza Square dba Trinity Place 30 Plaza Square, Suite 101 Saint Louis, MO 63103 Bankruptcy Case No.: 07-47183 Chapter 11 Petition Date: October 29, 2007 Court: Eastern District of Missouri (St. Louis) Judge: Charles E. Rendlen III Debtor's Counsel: David A. Sosne, Esq. Summers Compton Wells & Hamburg, P.C. 8909 Ladue Road St. Louis, MO 63124 Tel: (314) 991-4999 Fax: (314) 991-2413 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Metropolitan Sewer District Utility Service $320,717 2350 Market Street St. Louis, MO 63103 Trigen Utility Service $130,706 One Ashley Place St. Louis, MO 63102 Laclede Gas Utility Service $67,328 720 Olive Street St. Louis, MO 63101 City of St. Louis Water Dept. Utility Service $59,076 Gateway Elevator Elevator $20,603 Jani King Trade Debt $17,062 Onyx Waste Services Trash Service $13,273 Midwest, Inc. St. Louis Elevator Elevator $11,719 Ameren UE Utility Service $8,500 Polsinelli, Shalton, Welte Legal Fees $7,259 Apartment Guide $4,175 For Rent Advertising $3,891 Carpet Specialist Trade Debt $3,142 Orkin, Inc. Pest Control $3,050 St. Louis Post Dispatch Advertising $2,495 Connecticut Natural Gas Corp. Utility Service $1,952 Ace American Insurance Company Insurance $1,911 The Metropolitan District Utility Service $1,821 Landlord Movers Trade Debt $1,773 Sat Star Communication Utility Service $1,497 URS CORP: Postpones Special Stockholders Meeting to November 9 -------------------------------------------------------------- URS Corporation has postponed its previously scheduled special meeting of stockholders to approve the issuance of shares in connection with the proposed acquisition by URS of Washington Group International, Inc. to Nov. 9, 2007. URS is postponing its meeting in light of the decision by Washington Group to postpone its special meeting of stockholders. The special meeting of URS stockholders will be held at 10:00 a.m. (Pacific Daylight Time) on November 9 at the offices of Cooley Godward Kronish LLP, located at 101 California Street, 5th Floor in San Francisco, California 94111-5800. Stockholders of record as of the close of business on Sept. 21, 2007, will be entitled to vote at the meeting. Headquartered in San Francisco, California, URS Corporation (NYSE:URS)-- http://www.urscorp.com/-- is an engineering design services firm and a United States federal government contractor for systems engineering and technical assistance and operations and maintenance services. The company's business focuses primarily on providing fee-based professional and technical services in the engineering and construction services and defense markets, although the company performs some limited construction work. It operates through two divisions: the URS Division and the EG&G Division. * * * As reported in the Troubled Company Reporter on Sept. 21, 2007, Standard & Poor's Ratings Services assigned its 'BB+' bank loan rating and '2' recovery rating to URS Corp.'s proposed $2.1 billion senior secured credit facilities, indicating expectations of substantial recovery in the event of a payment default. The facilities are rated the same as the corporate credit rating on the company. As reported in the Troubled Company Reporter on Sept. 20, 2007, Moody's Investors Service assigned a provisional rating of (P)Ba1 to the proposed $2.1 million senior secured credit facility of URS Corporation, which will be used to finance its pending acquisition of Washington Group International Inc. UTIX GROUP: June 30 Balance Sheet Upside-Down by $2.7 Million ------------------------------------------------------------- Utix Group Inc.'s consolidated balance sheet at June 30, 2007, showed $2.9 million in total assets and $5.6 million in total liabilities, resulting in a $2.7 million total shareholders' deficit. The company's consolidated balance sheet at June 30, 2007, also showed strained liquidity with $2.7 million in total current assets available to pay $5.6 million in total current liabilities. The company reported a net loss of $1.6 million on revenues of $1.3 million for the third quarter ended June 30, 2006, compared with a net loss of $5.1 million on revenues of $370,604 for the same period ended June 30, 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?24a0 Going Concern Doubt As reported in the Troubled Company Reporter on Jan. 22, 2007, Vitale, Caturano & Company Ltd., in Boston, expressed substantial doubt about Utix Group Inc.'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, net working capital and stockholders' deficits. About Utix Headquartered in Burlington, Massachusetts, Utix Group Inc. (OTC BB: UTIX.OB) -- http://www.utix.com/-- provides gift tickets that are redeemable at golf courses, ski resorts, spas, movie theaters, bowling centers and other venues nationwide. The company's products are offered through sales of prepaid manual and magnetic strip plastic gift tickets to corporations and other business users and sales of prepaid magnetic strip gift tickets to retail consumers that purchase products at mass merchandise retail chains and the internet. VALERO ENERGY: R. Marcogliese Promoted to Chief Operating Officer ----------------------------------------------------------------- Valero Energy Corp. reported that Rich Marcogliese, Valero's executive vice president in charge of operations, has been promoted to executive vice president and chief operating officer by the board of directors. In his new role, Mr. Marcogliese will be responsible for the company's refining operations and commercial operations, which includes marketing, supply and transportation. The chief operating officer post has been vacant since January of 2006, when Bill Klesse was promoted to CEO of Valero. Under the new management structure, executive vice president of marketing and supply Joe Gorder will report to Mr. Marcogliese. Valero's retail store operations and Ultramar Ltd., the company's Canadian subsidiary, will report to president Greg King. Mike Ciskowski, the company's executive vice president and chief financial officer, will continue to report to Mr. King. About Valero Energy Based in San Antonio. Texas, Valero Energy Corporation (NYSE:VLO) -- http://www.valero.com/-- owns and operates 18 refineries located in the United States, Canada and Aruba that produce refined products, such as reformulated gasoline blendstock for oxygenate blending, gasoline meeting the specifications of the California Air Resources Board, CARB diesel fuel, low-sulfur and ultra-low-sulfur diesel fuel, and oxygenates (liquid hydrocarbon compounds containing oxygen). It also produces conventional gasolines, distillates, jet fuel, asphalt, petrochemicals and other refined products. It markets branded and unbranded refined products on a wholesale basis in the United States and Canada through a bulk and rack marketing network. * * * In August 2005, Moody's placed the company's subordinate debt rating at Ba1 and preferred stock rating at Ba2. These ratings still hold to date. The outlook is positive. VENTAS INC: Lisa M. Brush Joins as Senior Vice President -------------------------------------------------------- Ventas Inc. reported that Lisa M. Brush, 40, has joined the company as senior vice president -- Senior Housing Development and Operations. She reports to Raymond J. Lewis, executive vice president and chief investment officer. Ms. Brush, who is a CMA and CPA, most recently served as executive vice president and chief operating officer of Sunrise Senior Living REIT prior to its acquisition by Ventas in April 2007. Before that, she held the position of vice president of operations - West Coast with Sunrise Senior Living Inc., where she was responsible for the operations of 60 Sunrise communities in California and Washington State. Ms. Brush joined Sunrise in 2004 after serving as the chief executive officer for The Steeves and Rozema Group of Companies, a private company involved in the development and operations of assisted living, multi-residential, commercial and long-term care properties in Ontario, Canada. She received her Bachelor of Commerce Honours (Accounting) in 1992 and her M.B.A. in 1993, both from the University of Windsor. "Lisa is uniquely qualified to oversee our senior living operations because of her proven record of successfully operating and growing businesses in the seniors housing industry," Ventas chairman, president and chief executive officer Debra A. Cafaro said. "She brings important continuity to the position, having been the Chief Operating Officer at Sunrise Senior Living REIT, which we acquired earlier this year. We are delighted that Lisa has agreed to stay with Ventas and play a key role in our future success and growth." About Ventas Inc Headquartered in Louisville, Kentucky, Ventas Inc. (NYSE:VTR) -- http://www.ventasreit.com/-- is a healthcare real estate investment trust that is the nation's largest owner of seniors housing and long-term care assets. Its portfolio of properties located in 43 states two Canadian provinces includes independent and assisted living facilities, skilled nursing facilities, hospitals and medical office buildings. * * * Moody's Investor Services placed the company's senior unsecured rating at Ba1, in September 2007, which still holds to date. The outlook is stable. Standard & Poor's placed the company's long-term foreign and local issuer credits at BB+ in December 2005. The ratings still hold to date. the outlook is positive. VISANT HOLDING: Moody's Changes Outlook to Stable from Developing ----------------------------------------------------------------- Moody's Investors Service changed the outlook for Visant Holding Corporation to stable from developing. Moody's had assigned the developing outlook in July following the company's announcement of a review of strategic and capital market alternatives, which created uncertainty regarding the company's future capital structure and credit metrics. The stable outlook reflects Moody's view that a capital structure transforming event is less likely over the short term. Moody's also affirmed all ratings for Visant and its operating subsidiary Visant Corporation. Visant Holding Corp.: -- Outlook, Changed To Stable From Developing -- Affirmed B1 Corporate Family Rating -- Affirmed B1 Probability of Default Rating -- Senior Unsecured Bonds, Affirmed B3, LGD 5, 86% Visant Corporation: -- Senior Subordinated Regular Bond/Debenture, Affirmed B1, LGD4, 51% -- Senior Secured Bank Credit Facility, Affirmed Ba1, LGD2, 12% Visant's credit metrics and business profile position it strongly within its B1 corporate family rating. However, Moody's remains cognizant of the likelihood of some return of capital over the intermediate term. Although current debt agreements limit the potential for a meaningful equity return at this time, all outstanding bonds can be redeemed at the end of 2008. The B1 corporate family rating also considers high leverage and concerns over increasing competition in the direct marketing space. Visant's strong EBITDA margins, good liquidity, and market leading position and high customer retention rate in the relatively more stable Jostens segment support the rating. Visant, a leading marketing and publishing services enterprise, services school affinity, direct marketing, fragrance and cosmetics sampling and educational publishing markets. The company maintains headquarters in Armonk, New York and its annual revenue is about $1.3 billion. WASHINGTON MUTUAL: Fitch Junks Rating on Class B-5 Certificates --------------------------------------------------------------- Fitch Ratings took these rating actions on Washington Mutual's Alt-A series 2006-2 residential mortgage pass-through certificates: -- Class A affirmed at 'AAA'; -- Class B-1 affirmed at 'AA'; -- Class B-2 affirmed at 'A'; -- Class B-3 affirmed at 'BBB'; -- Class B-4 downgraded to 'B+' from 'BB'; -- Class B-5 downgraded to 'CCC' from 'B' and assigned a Distressed Recovery rating of 'DR2'. The affirmations, affecting about $386 million of the outstanding certificates, reflect a stable relationship between credit enhancement and expected loss. The downgraded classes affect about $5.6 million of the outstanding certificates. The collateral of the above transaction primarily consists of 15- year and 30-year fixed-rate mortgage loans extended to Alt-A borrowers and secured by first liens on single-family residential properties. The loans were originated by various originators and are serviced by Washington Mutual Bank, which is currently rated 'RPS2+' by Fitch. As of the September 2007 remittance date, the above transaction has a pool factor (i.e. current mortgage loans outstanding as a percentage of the initial pool) of 80% and is seasoned 19 months. Fitch will continue to closely monitor the above transaction. The transaction is currently experiencing 60+ delinquencies of about 3.2% while the credit enhancement of the classes B4 and B5 are 1.05% and 0.43%, respectively. WELLCARE HEALTH: Shares Hit 3-Year Low on Halted Expansion Plans ---------------------------------------------------------------- Shares of WellCare Health Plans Inc. reached a three-year low after the Agency for Health Care Administration said it will halt WellCare's plans to expand Medicaid coverage into six counties, Marley Seaman of the Associated Press reports. Last week, agents from the Federal Bureau of Investigation, the Health and Human Services Department and the Florida attorney general's Medicaid fraud unit conducted a raid on WellCare's headquarters in Tampa, Florida. News of the search, George Stahl of The Wall Street Journal says, reduced WellCare's market value by more than half. The reason behind the raid remains undisclosed to date. WellCare is also silent about what prompted the probe, however, it confirmed the search operations and said it is "cooperating with the authorities." "The underlying reason is unknown, and may not be known for days if not weeks or months," Thomas Carroll, an analyst at Stifel, Nicolaus & Co., was quoted by Bloomberg News as saying. However, Wall Street analysts, as cited by AP, have suggested that the probe stems from a current or former employee who believes WellCare committed fraud against the government. Russ Britt of MarketWatch, also citing analysts and other company watchers, relates that WellCare appears likely to be hit under the False Claims Act, which makes it a crime to defraud the government in the submission of its federally funded health-care claims. Investigation of such cases remain under seal, the source adds. Following the raid, WellCare issued a press statement saying the probe has "no impact" on its operations and assured investors that the company is "financially sound." WellCare's Board has formed a special committee who will monitor developments in the investigations. The company also disclosed that it received requests for information from the U.S. Securities and Exchange Commission with regards to the October 24 raid. About WellCare Health Plans Headquartered in Tampa, Florida, WellCare Health Plans Inc. (NYSE: WCG) -- http://www.wellcare.com/-- provides managed care services exclusively for government-sponsored healthcare programs, focusing on Medicaid and Medicare. WellCare offers a variety of health plans for families, children, the aged, blind and disabled and prescription drug plans, currently serving more than 2.3 million members nationwide. * * * As reported in the Troubled Company Reporter on Oct. 29, 2007, Standard & Poor's Ratings Services placed its 'BB-' counterparty credit rating on WellCare Health Plans Inc. on CreditWatch with negative implications. In addition, Moody's Investors Service placed the company's "Ba1" senior secured debt rating on review for possible downgrade. Both rating actions relate to the recent probe on the company's headquarters. WELLS FARGO: Fitch Assigns Low-B Ratings on Two Cert. Classes ------------------------------------------------------------- Fitch rated Wells Fargo mortgage asset-backed pass-through certificates, series 2007-PA5, as: -- $692,725,869 classes I-A-1 through I-A-16, I-A-R, II-A-1, II-A-2 and A-PO (senior certificates) 'AAA'; -- $6,182,000 class B-2 'A'; -- $2,909,000 class B-3 'BBB'; -- $5,091,000 class B-4 'BB'; and -- $1,818,000 class B-5 'B'. The 'AAA' ratings on the senior certificates reflect the 4.75% subordination provided by the 2.15% class B-1, the 0.85% class B- 2, the 0.40% class B-3, the 0.70% privately offered class B-4, the 0.25% privately offered class B-5, and the 0.40% privately offered class B-6. The ratings on the class B-2, B-3, B-4, and B-5 certificates are based on their respective subordination. Classes B-1 and B-6 are not rated by Fitch. This transaction contains certain classes designated as Exchangeable REMIC certificates and Exchangeable Certificates. Exchangeable REMIC Certificate: I-A-1. Exchangeable Certificates: I-A-3 through I-A-16. All other classes are regular certificates. All or a portion of certain classes of offered exchangeable REMIC certificates may be exchanged for a proportionate interest in the related exchangeable certificates. All or a portion of the exchangeable certificates may also be exchanged for the related offered exchangeable REMIC certificates in the same manner. This process may occur repeatedly. The classes of offered exchangeable REMIC certificates and of exchangeable certificates that are outstanding at any given time, and the outstanding principal balances and notional amounts of these classes, will depend upon any related distributions of principal, as well as any exchanges that occur. Offered exchangeable REMIC certificates and exchangeable certificates in any combination may be exchanged only in the proportions shown in the governing documents. Holders of exchangeable certificates will be the beneficial owners of a proportionate interest in the certificates in the related combination group and will receive a proportionate share of the distributions on those certificates. With respect to any distribution date, the aggregate amount of principal and interest distributable to, and amount of principal and interest losses and interest shortfalls on, all of the exchangeable certificates in any exchangeable combination on such distribution date will be identical to the aggregate amount of principal and interest distributable to, and amount of principal and interest losses and interest shortfalls on, all of the exchangeable REMIC certificates in the related REMIC combination on such distribution date. Fitch believes the amount of credit enhancement available will be sufficient to cover credit losses. The ratings also reflect the high quality of the underlying collateral, the integrity of the legal and financial structures, and the primary servicing capabilities of Wells Fargo Bank, N.A. ([WFB]; rated 'RPS1' by Fitch). The transaction consists of 1,368 fully amortizing, fixed interest rate, first lien mortgage loans, with an original weighted average term to maturity of about 351 months. The aggregate unpaid principal balance of the pool is $727,271,672 as of Oct. 1, 2007 (the cut-off date), and the average principal balance is $531,631. The weighted average original loan-to-value ratio of the loan pool is about 71.77%; 8.48% of the loans have an OLTV greater than 80%. The weighted average coupon of the mortgage loans is 6.714%, and the weighted average FICO score is 732. The states that represent the largest geographic concentration are California (28.76%), New York (13.65%), New Jersey (6.99%), and Florida (6.78%). All other states represent less than 5% of the outstanding balance of the pool. All of the mortgage loans were generally originated in conformity with underwriting standards of WFB. WFB sold the loans to Wells Fargo Asset Securities Corporation, a special purpose corporation, who deposited the loans into the trust. The trust issued the certificates in exchange for the mortgage loans. WFB will act as servicer and custodian, and HSBC Bank USA, National Association will act as trustee. Elections will be made to treat the trust as three separate real estate mortgage investment conduit for federal income tax purposes. WELLS FARGO: Fitch Assigns Low-B Ratings on Two Cert. Classes ------------------------------------------------------------- Fitch rated Wells Fargo mortgage pass-through certificates, series 2007-15 as: -- $1,299,378,479 classes A-1 through A-7, A-PO, and A-R 'AAA' (senior certificates); -- $27,000,000 class B-1 'AA'; -- $8,775,000 class B-2 'A'; -- $4,050,000 class B-3 'BBB'; -- $5,400,000 class B-4 'BB'; and -- $2,025,000 class B-5 'B'. The 'AAA' ratings on the senior certificates reflect the 3.75% subordination provided by the 2% class B-1, the 0.65% class B-2, the 0.30% class B-3, the 0.40% privately offered class B-4, the 0.15% privately offered class B-5, and the 0.25% privately offered class B-6. The ratings on the class B-1, B-2, B-3, B-4, and B-5 certificates are based on their respective subordination. Class B-6 is not rated by Fitch. This transaction contains certain classes designated as Exchangeable REMIC certificates and Exchangeable Certificates. Exchangeable REMIC Certificates: A-1. Exchangeable Certificates: A-3 through A-7. All other classes are regular certificates. All or a portion of certain classes of offered exchangeable REMIC certificates may be exchanged for a proportionate interest in the related exchangeable certificates. All or a portion of the exchangeable certificates may also be exchanged for the related offered exchangeable REMIC certificates in the same manner. This process may occur repeatedly. The classes of offered exchangeable REMIC certificates and of exchangeable certificates that are outstanding at any given time, and the outstanding principal balances and notional amounts of these classes, will depend upon any related distributions of principal, as well as any exchanges that occur. Offered exchangeable REMIC certificates and exchangeable certificates in any combination may be exchanged only in the proportions shown in the governing documents. Holders of exchangeable certificates will be the beneficial owners of a proportionate interest in the certificates in the related combination group and will receive a proportionate share of the distributions on those certificates. With respect to any distribution date, the aggregate amount of principal and interest distributable to, and amount of principal and interest losses and interest shortfalls on, all of the exchangeable certificates in any exchangeable combination on such distribution date will be identical to the aggregate amount of principal and interest distributable to, and amount of principal and interest losses and interest shortfalls on, all of the exchangeable REMIC certificates in the related REMIC combination on such distribution date. Fitch believes the amount of credit enhancement available will be sufficient to cover credit losses. The ratings also reflect the high quality of the underlying collateral, the integrity of the legal and financial structures, and the primary servicing capabilities of Wells Fargo Bank N.A. rated 'RPS1' by Fitch. The transaction consists of 2,230 fixed interest rate, first lien mortgage loans, with an original weighted average term to maturity of about 30 years. The aggregate unpaid principal balance of the pool is $1,350,003,645 as of Oct. 1, 2007 (the cut-off date), and the average principal balance is $605,383. The weighted average original loan-to-value ratio of the loan pool is about 74.73%; 5.75% of the loans have an OLTV greater than 80%. The weighted average coupon of the mortgage loans is 6.588%, and the weighted average FICO score is 747. The states that represent the largest geographic concentration are California (21.78%), New York (11.73%), Virginia (8.79%) and Maryland (5.46%). All other states represent less than 5% of the outstanding balance of the pool. All of the mortgage loans were generally originated in conformity with underwriting standards of WFB. WFB sold the loans to Wells Fargo Asset Securities Corporation, a special purpose corporation, who deposited the loans into the trust. The trust issued the certificates in exchange for the mortgage loans. WFB will act as servicer and custodian, and HSBC Bank USA, National Association will act as trustee. Elections will be made to treat the trust as two real estate mortgage investment conduits for federal income tax purposes. WESTWAYS FUNDING: Fitch Downgrades Ratings on Two Note Classes -------------------------------------------------------------- Fitch downgraded and withdrew two classes of notes issued by Westways Funding VII Ltd, along with the remainder of the transaction as other classes have paid in full. These rating actions are the result of Fitch's review process and are effective immediately. -- $140,000,000 class A-1 'PIF'; -- $5,000,000 class A-2 'PIF'; -- $10,000,000 class B 'PIF'; -- $7,000,000 class C 'PIF'; -- $3,000,000 class LC loan interests 'PIF'; -- $10,000,000 class LD loan interests downgraded to C/DR2 from 'CC/DR5' and withdrawn; -- $25,000,000 income notes downgraded to 'C/DR6' from 'CC/DR6' and withdrawn. The ratings at issuance of the class A, B, C and D notes and LB, LC and LD loan interests reflected the likelihood that investors would receive quarterly interest payments through the redemption date as well as their respective stated principal balances. The rating of the income notes reflected the likelihood that investors would receive aggregate payments in an amount equal to the principal amount on or prior to the redemption date. Westways VII was a mortgage market value collateralized debt obligation managed by TCW Asset Management Co. This transaction had failed over-collateralization tests and its portfolio was liquidated. The asset portfolio had floating rate 'AAA' mortgage- backed securities and agency collateral with over half of the portfolio having been in agency securities. The liquidation proceeds were sufficient to pay classes A, B, LB, C, LC in full and class LD partially. The recovery on class LD loan interests is expected to be in the 'DR2 range (70%-90%). The income notes recovery (includes all distributions to income notes) was in the 'DR6' range (< 10%). WESTWAYS FUNDING: Fitch Lowers Ratings on Three Note Classes ------------------------------------------------------------ Fitch downgraded and withdrew three classes of notes issued by Westways Funding VIII Ltd, along with the remainder of the transaction as other classes have paid in full. These rating actions are the result of Fitch's review process and are effective immediately. -- $301,250,000 class A-1 'PIF'; -- $25,000,000 class A-2 'PIF'; -- $22,500,000 class B 'PIF'; -- $17,500,000 class C 'PIF'; -- $5,000,000 class LC loan interests 'PIF'; -- $10,500,000 class D downgraded to 'C/DR5' from 'CC/DR5' and withdrawn; -- $12,000,000 class LD downgraded to 'C/DR5' from 'CC/DR5' and withdrawn; -- $56,250,000 income notes downgraded to 'C/DR6' from 'CC/DR6' and withdrawn. The ratings at issuance of the class A, B, C and D notes and LB, LC and LD loan interests reflected the likelihood that investors would receive quarterly interest payments through the redemption date as well as their respective stated principal balances. The rating of the income notes reflected the likelihood that investors would receive aggregate payments in an amount equal to the principal amount on or prior to the redemption date. Westways VIII was a mortgage market value collateralized debt obligation managed by TCW Asset Management Co. This transaction had failed over-collateralization tests and its portfolio was liquidated. The asset portfolio had floating rate 'AAA' mortgage- backed securities and agency collateral with over half of the portfolio having been in agency securities. The liquidation proceeds were sufficient to pay class A, B, LB, C, LC in full and class D and LD partially. The recovery on class D notes and LD loan interests is expected to be in the 'DR5' range (10%-30%). The income notes recovery (includes all distributions to income notes) was in the 'DR6' range (< 10%). WILD WEST: Court Ups Post-Petition Loan Limit to $200,000 --------------------------------------------------------- The United States Bankruptcy Court for the District of Kansas allowed Wild West World LLC to access up to $200,000 of the DIP financing provided by First National Bank of Southern Kansas. The Court had previously given the Debtor authority to access up to $100,000 of the post-petition financing to cover necessary administrative expenses in the case, including property insurance required to provide adequate protection to secured lenders, under the provisions of Sec. 364(d) of the Bankruptcy Code. First National, who filed the motion on behalf of Wild West World LLC, asked for the increase in the loan amount citing that it was necessary in order to continue administration of the Debtor's estate. All other terms of the financing order dated Aug. 27, 2007, remain unchanged. Headquartered in Valley Center, Kansas, Wild West World LLC operates an amusement park business. The company filed for Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No. 07-11620). Edward J. Nazar, Esq., at Redmond & Nazar, LLP represents the Debtor in its restructuring efforts. In its schedules filed with the Court, the Debtor disclosed total assets of $22,979,898 and total debts of $25,601,177. Restoration Farms Inc., Wild West's parent company, filed for chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans. Case No. 07-11913). * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Nov. 1, 2007 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS Claims Trading - Issues and Implications New York, New York Contact: http://www.airacira.org/ Nov. 1, 2007 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Event Carnelian Room, San Francisco, California Contact: 510-346-6000 ext 226 or http://www.turnaround.org/ Nov. 1, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast TBD, Hackensack, New Jersey Contact: 908-575-7333; http://www.turnaround.org/ Nov. 5, 2007 TURNAROUND MANAGEMENT ASSOCIATION 2007 Newsmaker Dinner with Jean Chretien Fairmont Royal York Hotel, Toronto, Ontario Contact: http://www.turnaround.org/ Nov. 7, 2007 TURNAROUND MANAGEMENT ASSOCIATION Lenders Forum Milleridge Cottage, Jericho, New York Contact: http://www.turnaround.org/ Nov. 12, 2007 AMERICAN BANKRUPTCY INSTITUTE Consumer Bankruptcy Conference Marriott, Troy, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 13-14, 2007 TURNAROUND MANAGEMENT ASSOCIATION 6th Annual Distressed Debt Symposium Jumeirah Carlton Tower, London, United Kingdom Contact: http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Mixer McCormick & Schmick's, Las Vegas, Nevada Contact: 702-952-2480 or http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Aloha Airlines Story Bankers Club, Miami, Florida Contact: http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Australia 4th Annual Conference and Gala Dinner Hilton, Sydney, Australia Contact: http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Dinner TBA, South Florida Contact: 561-882-1331 or http://www.turnaround.org/ Nov. 15, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Portland Holiday Party University Club, Portland, Oregon Contact: 206-223-5495; http://www.turnaround.org/ Nov. 16, 2007 TURNAROUND MANAGEMENT ASSOCIATION Meeting with Chapter President, Bruce Sim Westin Buckhead, Atlanta, Georgia Contact: http://www.turnaround.org/ Nov. 22, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Mixer TBA, Vancouver, British Columbia Contact: 206-223-5495; http://www.turnaround.org/ Nov. 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Real Estate Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ November 26-27, 2006 BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT Fourteenth Annual Conference on Distressed Investing Maximizing Profits in the Distressed Debt Market The Jumeirah Essex House, New York, NY Contact: 800-726-2524; 903-595-3800; http://beardconferences.com Nov. 29, 2007 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION Holiday Gala Yale Club, New York, New York Contact: http://www.iwirc.org/ Nov. 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION Special Speaker TBD, New Jersey Contact: 908-575-7333; http://www.turnaround.org/ Nov. 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION Special Speaker Hilton, Sydney, Australia Contact: http://www.turnaround.org/ Nov. 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona Chapter Meeting Contact: http://www.turnaround.org/ Dec. 5, 2007 TURNAROUND MANAGEMENT ASSOCIATION Joint Holiday Networking Event with TMA/CFA TBA, Philadelphia, Pennsylvania Contact: 215-657-5551 or http://www.turnaround.org/ Dec. 6, 2007 TURNAROUND MANAGEMENT ASSOCIATION Seattle Holiday Party Athletic Club, Seattle, Washington Contact: 206-223-5495; http://www.turnaround.org/ Dec. 6-8, 2007 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Westin Mission Hills Resort, Rancho Mirage, California Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 10, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Party Guy Anthony's Restaurant, Merrick, New York Contact: 631-251-6296 or http://www.turnaround.org/ Dec. 13, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Extravaganza - TMA & CFA Georgia Aquarium, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ Dec. 13, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Extravaganza - TMA & CFA Georgia Aquarium, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ Dec. 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South Florida Contact: 561-882-1331; http://www.turnaround.org/ Jan. 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION Luncheon University Club, Jacksonville, Florida Jan. 11, 2008 TURNAROUND MANAGEMENT ASSOCIATION Annual Lenders Panel Westin Buckhead, Atlanta, Georgia Contact: http://www.turnaround.org/ Feb. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION PowerPlay Philips Arena, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ Feb. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Event Carnelian Room, San Francisco, California Contact: 510-346-6000 ext 226 or http://www.turnaround.org/ Feb. 14-16, 2008 AMERICAN BANKRUPTCY INSTITUTE 13th Annual Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colorado Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 23-26, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Bankruptcy Litigation Seminar I Park City, Utah Contact: http://www.nortoninstitutes.org/ Feb. 26, 2008 TURNAROUND MANAGEMENT ASSOCIATION Retail Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ Mar. 6-8, 2008 ALI-ABA Fundamentals of Bankruptcy Law Mandalay Bay Resort, Las Vegas, Nevada Contact: http://www.ali-aba.org/ Mar. 25-29, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Ritz Carlton Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Mar. 27-30, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Bankruptcy Litigation Seminar II Las Vegas, Nevada Contact: http://www.nortoninstitutes.org/ Apr. 3-6, 2008 AMERICAN BANKRUPTCY INSTITUTE 26th Annual Spring Meeting The Renaissance, Washington, District of Columbia Contact: http://www.abiworld.org/ Apr. 25-27, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Spring Seminar Eldorado Hotel & Spa, Santa Fe, New Mexico Contact: http://www.nabt.com/ May 1-2, 2008 AMERICAN BANKRUPTCY INSTITUTE Debt Symposium Hilton Garden Inn, Champagne/Urbana, Illinois Contact: 1-703-739-0800; http://www.abiworld.org/ June 4-7, 2008 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 24th Annual Bankruptcy & Restructuring Conference J.W. Marriott Spa and Resort, Las Vegas, Nevada Contact: http://www.airacira.org/ June 12-14, 2008 AMERICAN BANKRUPTCY INSTITUTE 15th Annual Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Michigan Contact: http://www.abiworld.org/ June 19-21, 2008 ALI-ABA Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy Omni Hotel, San Francisco, California Contact: http://www.ali-aba.org/ June 26-29, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Western Mountains Bankruptcy Law Seminar Jackson Hole, Wyoming Contact: http://www.nortoninstitutes.org/ July 10-13, 2008 AMERICAN BANKRUPTCY INSTITUTE 16th Annual Northeast Bankruptcy Conference Ocean Edge Resort Brewster, Massachussets Contact: http://www.abiworld.org/events July 31 - Aug. 2, 2008 AMERICAN BANKRUPTCY INSTITUTE 4th Annual Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay Cambridge, Maryland Contact: http://www.abiworld.org/ Aug. 16-19, 2008 AMERICAN BANKRUPTCY INSTITUTE 13th Annual Southeast Bankruptcy Workshop Ritz-Carlton, Amelia Island, Florida Contact: http://www.abiworld.org/ Aug. 20-24, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Convention Captain Cook, Anchorage, Alaska Contact: http://www.nabt.com/ Sept. 24-27, 2008 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Scottsdale, Arizona Contact: http://www.ncbj.org/ Oct. 28-31, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott New Orleans, Louisiana Contact: 312-578-6900; http://www.turnaround.org/ Dec. 3-5, 2008 AMERICAN BANKRUPTCY INSTITUTE 20th Annual Winter Leadership Conference Westin La Paloma Resort & Spa Tucson, Arizona Contact: http://www.abiworld.org/ May 7-10, 2009 AMERICAN BANKRUPTCY INSTITUTE 27th Annual Spring Meeting Gaylord National Resort & Convention Center National Harbor, Maryland Contact: http://www.abiworld.org/ June 21-24, 2009 INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY & BANKRUPTCY PROFESSIONALS 8th International World Congress TBA Contact: http://www.insol.org/ Sept. 10-12, 2009 AMERICAN BANKRUPTCY INSTITUTE 17th Annual Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nevada Contact: http://www.abiworld.org/ Oct. 5-9, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Desert Ridge, Phoenix, Arizona Contact: 312-578-6900; http://www.turnaround.org/ Dec. 3-5, 2009 AMERICAN BANKRUPTCY INSTITUTE 21st Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 4-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ BEARD AUDIO CONFERENCES 2006 BACPA Library Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com; http://researcharchives.com/t/s?20fa BEARD AUDIO CONFERENCES BAPCPA One Year On: Lessons Learned and Outlook Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Calpine's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Carve-Out Agreements for Unsecured Creditors Contact: 240-629-3300;http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changes to Cross-Border Insolvencies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changing Roles & Responsibilities of Creditors' Committees Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES China's New Enterprise Bankruptcy Law Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Clash of the Titans -- Bankruptcy vs. IP Rights Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Coming Changes in Small Business Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Dana's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Deepening Insolvency - Widening Controversy: Current Risks, Latest Decisions Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Diagnosing Problems in Troubled Companies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Claims Trading Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Market Opportunities Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Real Estate under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Employee Benefits and Executive Compensation under the New Code Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Equitable Subordination and Recharacterization Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Fundamentals of Corporate Bankruptcy and Restructuring Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Handling Complex Chapter 11 Restructuring Issues Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Healthcare Bankruptcy Reforms Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES High-Yield Opportunities in Distressed Investing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Homestead Exemptions under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Hospitals in Crisis: The Insolvency Crisis Plaguing Hospitals Across the U.S. Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES IP Rights In Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES KERPs and Bonuses under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Non-Traditional Lenders and the Impact of Loan-to-Own Strategies on the Restructuring Process Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Partnerships in Bankruptcy: Unwinding The Deal Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Privacy Rights, Protections & Pitfalls in Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Real Estate Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Reverse Mergers-the New IPO? Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Second Lien Financings and Intercreditor Agreements Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Surviving the Digital Deluge: Best Practices in E-Discovery and Records Management for Bankruptcy Practitioners and Litigators Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Technology as a Competitive Advantage For Today's Legal Processes Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES The Subprime Sector Meltdown: Legal Developments and Latest Opportunities Contact: 240-629- 3300;http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Twenty-Day Claims Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Using Virtual Data Rooms to Expedite M&A and Insolvency Proceedings Contact: 240-629- 3300;http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Validating Distressed Security Portfolios: Year-End Price Validation and Risk Assessment Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES When Tenants File -- A Landlord's BAPCPA Survival Guide Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ 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, Joseph Medel C. Martirez, 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 ***