/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/071119.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, November 19, 2007, Vol. 11, No. 274 Headlines ADVANCED MARKETING: Judge Sontchi Confirms Ch. 11 Liquidation Plan ADVENTURE LODGING: List of Three Largest Unsecured Creditors AEARO TECHNOLOGIES: 3M Deal Prompts Moody's to Review Ratings AES CORP: Cash Tender Offer for $1.24 Bil. Senior Notes Expires AFFINIA GROUP: Acquires Certain Assets of Brake Pro under CCAA ALIMENTATION COUCHE-TARD: Moody's Holds Ba1 Corp. Family Rating AMERICAN COLOR: Noteholders Okay Deferment of Interest Payment AMERICAN COLOR: Amends Provisions in Bank Credit Facilities AMERICAN COLOR: Moody's Lowers LGD Rating on Deferred Payment AMERICAN COLOR: S&P Puts D Rating on Deferred Interest Payment AQUA DULCE: List of 20 Largest Unsecured Creditors ARBY'S RESTAURANT: Triarc's Offer for Wendy's Cues S&P's Watch ARMSTRONG WORLD: Ex-Parent to Dissolve After Asset Distribution AVAYA INC: Moody's Places Corporate Family Rating at B2 BRAD FISHER: Case Summary & 14 Largest Unsecured Creditors BRAKE PRO: Sells Certain Assets to Affinia Group BRODER BROS: Posts $11.6 Mil. Net Loss in Quarter Ended Sept. 29 BRODER BROS: Weak Operating Results Cue S&P to Cut Rating to B- CAPITAL AUTO: Fitch Rates $7.963 Million Class D Trust at BB CARDSYSTEMS SOLUTIONS: Plan Confirmation Hearing Moved to Nov. 19 CHARYS HOLDING: In Talks w/ Creditors for Financial Restructuring CHERRY CREEK: S&P Places All Ratings Under Negative CreditWatch CHRYSLER LLC: Mulls Product Portfolio Streamlining CLEARANT INC: Posts $576,000 Net Loss in 3rd Qtr. Ended Sept. 30 CLEVELAND UNLIMITED: Financial Restatement Prompts Moody's Review COGENTRIX ENERGY: Moody's Withdraws Ba2 Corporate Family Rating COI MIDWEST: Judge Neiter Confirms Amended Reorganizational Plan CPG INTERNATIONAL: Earns $300,000 in Third Quarter of 2007 CPG INTERNATIONAL: S&P Holds All Ratings and Revises Outlook CRDENTIA CORP: Completes Acquisition of Medical People CREDIT SUISSE: Stable Performance Cues Fitch to Affirm Ratings DELPHI CORP: Obtains Court Nod for $6.8 Bil. Exit Financing Plan DOBSON COMMS: Completes $13 per Share Merger Deal with AT&T DOBSON COMMS: Gives Notice of Right to Convert 1.5% Sr. Debentures DPL CAPITAL: Moody's Puts Securities' Ba1 Rating Under Review DUKE FUNDING: Fitch Junks Ratings on Two Note Classes DUNLINE RUBBER: Surging Canadian Dollar Cues Closure and Lay Offs DUNMORE HOMES: Wants to Hire Pachulski Stang as Counsel DUNMORE HOMES: Taps Alvarez & Marsal North America as Consultant DUNMORE HOMES: Taps A&M Securities as Investment Banker DWIGHT AVIS: Case Summary & 20 Largest Unsecured Creditors EDS CORP: Buying Saber Holdings 93% Stake for $420 Million EJD CORP: Case Summary & Four Largest Unsecured Creditors ENRON CORP: Government Gets Go Ahead to Seek Lay's Assets ER BANG: Case Summary & 13 Largest Unsecured Creditors FARM AND GARDEN: Case Summary & 20 Largest Unsecured Creditors FIRST MAGNUS: Gets Court OK to Retain Ludwig Schacht as Auditor FIRST MAGNUS: Selects Fennemore Craig as Special Counsel FIRST MAGNUS: Wants to Sell Pima County Property for $1.6 Million FLEET TRUCKING: Case Summary & 20 Largest Unsecured Creditors FORD MOTOR: Ratified UAW Pact Prompts Moody's to Hold Ratings GASTAR EXPLORATION: Moody's Puts Corporate Family Rating at Caa2 GASTAR EXPLORATION: S&P Puts Corporate Credit Rating at CCC+ GMAC LLC: Hull Succeeds Khattri as Financial Services Unit's CFO GOLFGEAR INT'L: Placed Under Chapter 7 to Stave Off Lawsuits GRANDVILLE BUILDERS: Case Summary & 20 Largest Unsecured Creditors HERBST GAMING: S&P Lowers Corporate Credit Rating to B from B+ HOMELAND SECURITY: Sept. 30 Balance Sheet Upside-Down by $5.7 Mil. ICM HOLDINGS I: Case Summary & Largest Unsecured Creditor ICONIX BRAND: Buying Starter(R) Brand from NIKE for $60 Million INTERPUBLIC GROUP: Moody's Rates New $200 Million Notes at Ba3 INTERPUBLIC GROUP: S&P Rates 4.75% Convertible Sr. Notes at B INVESTMENT PROPERTIES: Case Summary & 53 Largest Unsec. Creditors JAMBOREE TOURS: Case Summary & Nine Largest Unsecured Creditors JED OIL: Sept. 30 Balance Sheet Upside-Down by $15.7 Million KEVIN MCCARTHY: Case Summary & 13 Largest Unsecured Creditors L TERSIGNI: Files for Chapter 11 Protection in Connecticut L TERSIGNI: Case Summary & 13 Largest Unsecured Creditors M FABRIKANT: Panel Pursues $10.25 Mil. Recovery from Hahn Estate MAGNOLIA BEACH: Case Summary & 14 Largest Unsecured Creditors MEZZ CAP: S&P Holds 'BB' Rating on Class G Certificates MORGAN STANLEY: S&P Downgrades Ratings on 78 Certificates MTI GLOBAL: Posts CDN$2.1 Million Net Loss in Third Quarter MYLAN INC: Prices Public Offering of Preferred & Common Stock MYLAN INC: Moody's Lowers Corporate Family Rating to B1 NEUMANN HOMES: Wants to Rescind $80 Million Tadian Homes Purchase PASCACK VALLEY: Court Approves Sills Cummis as Bankruptcy Counsel PASCACK VALLEY: D. Knowlton Designated as Patient Care Ombudsman PASCACK VALLEY: U.S. Trustee Appoints Five-Member Creditors Panel PATRON SYSTEMS: Files for Chapter 11 Protection in Colorado PATRON SYSTEMS: Case Summary & 20 Largest Unsecured Creditors PIKE NURSERY: Case Summary & 20 Largest Unsecured Creditors PLAINS EXPLORATION: Discloses Result of Election by Pogo's Holders POGO PRODUCING: Holders Who Voted Cash to Receive $56.53/Share QUALIFIED EXCHANGE: Case Summary & 19 Largest Unsecured Creditors REMY WORLDWIDE: Hires Huron Consulting as Financial Consultant REMY WORLDWIDE: U.S. Trustee Balks at Schedules Filing Extension REMY WORLDWIDE: Wants to Sell Knopf Business for $18.5 Million RIGHT-WAY DEALER: Judge Somma Approves Disclosure Statement RIVER RADIOLOGY: Voluntary Chapter 11 Case Summary RITCHIE (IRELAND): Auction Sale of Policies Deferred to Dec. 10 SEQUOIA MORTGAGE: Fitch Affirms Ratings on 18 Cert. Classes SIERRA TRANSIT: Case Summary & 20 Largest Unsecured Creditors SONICBLUE INC: Court Fixes December 7 as Admin. Claims Bar Date SONICBLUE INC: Trustee Reconstitutes Unsecured Creditors Panel ST GERMAIN: Completed Wind-Down Cues Fitch to Withdraw Rating SUNCOAST ROOFERS: Case Summary & 20 Largest Unsecured Creditors TENNECO INC: Receives $474 Mil. Tenders for 10-1/4% Sr. Notes TOUSA INC: Gets NYSE Noncompliance Notice on Common Stock Value TOUSA INC: Fitch Lowers Issuer Default Rating to C from CC TOUSA INC: Moody's Lowers Corporate Family Rating to Ca TRIPLE CROWN: Host Sale Prompts S&P's Negative CreditWatch TROPICANA ENTERTAINMENT: S&P Affirms 'B' Corp. Credit Rating UNITED HERITAGE: Earns $1.1 Mil. in Second Quarter Ended Sept. 30 UNITED RENTALS: Cerberus Not Prepared to Proceed with Purchase UNITED RENTALS: S&P Retains 'BB-' Rating Under Negative Watch UNIVERSAL FOOD: Court Sets Virginia Asset Sale Hearing on Nov. 21 UNIVERSAL FOOD: Panel Retains Schiff Hardin as Bankruptcy Counsel URS CORP: Completes $3.1 Bil. Acquisition of Washington Group VALLECITO GAS: Case Summary & 19 Largest Unsecured Creditors VIRGIN MOBILE: Sept. 30 Balance Sheet Upside-Down by $622.1 Mil. WILLIAMS COMPANIES: Moody's Ups Senior Unsecured Debt's Rating WOLVERINE TUBE: S&P Affirms Junk Rating and Removes Pos. Watch ZIM CORP: Posts $101,207 Net Loss in 2nd Quarter Ended Sept. 30 * Fitch Expects Moderately Weaker 2007 Sales Than Last Year * S&P Places Ratings on 11 Tranches Under Negative CreditWatch * BOND PRICING: For the Week of Nov. 12 - Nov. 16, 2007 ********* ADVANCED MARKETING: Judge Sontchi Confirms Ch. 11 Liquidation Plan ------------------------------------------------------------------ The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware confirmed on November 15, 2007, the Amended Plan of Liquidation jointly filed by Advanced Marketing Services, Inc., and its debtor-affiliates and the Official Committee of Unsecured Creditors, moving the company one step closer to emergence from bankruptcy. The Plan Proponents filed their Third Amended Joint Plan of Liquidation on November 13 to provide, among other things, that: (a) the initial Plan Administrator, and each successor Plan Administrator, will serve until the earlier of (i) the later to occur of the entry of a Final Decree, the dissolution of Reorganized AMS, as defined in the Plan, and the payment of final distributions to unsecured creditors, or (ii) the expiration of the term of the Plan Administrator's employment agreement or resignation, death, incapacity, removal or termination; and (b) in connection with the merger, Reorganized AMS' certificate of incorporation will be revised to include a provision prohibiting the issuance of any non-voting equity securities, and will otherwise comply with Sections 1123(a)(6) and (7). A blacklined copy of the Third Amended Plan is available for free at http://bankrupt.com/misc/Blacklinever3rdAmendedPlan.pdf Judge Sontchi found that the Plan modifications (i) do not adversely affect the treatment of any Claims against or Interests in the Debtors under the Plan, and (ii) comply with Section 1127 of the Bankruptcy Code and Rule 3019 of the Federal Rules of Bankruptcy Procedure. Subject to the restrictions on Plan modifications under Section 1127, the Plan Proponents reserve the right to alter or amend the Plan before its substantial consummation. Plan Complies With Section 1129(a) During the Confirmation Hearing, Judge Sontchi determined that the Third Amended Plan satisfies all of the requirements for Plan confirmation. In accordance with the supporting declaration filed by Advanced Marketing Services CFO and CEO Curtis R. Smith on November 13, Judge Sontchi specifically finds that: (1) The Plan meets the requirements under Sections 1129(a)(1) and (a)(2) and complies with all applicable provisions of Sections 1122 and 1123, as well as the Bankruptcy Rules. (2) The Plan Proponents and their agents have solicited votes on the Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code and are entitled to the protections afforded by Section 1129(a)(2) of the Bankruptcy Code. (3) The Plan Proponents have proposed the Plan in good faith and not by any means forbidden by law. The Debtors' officers and directors have acted in good faith in the negotiation and formulation of the Plan, thus satisfying Section 1129(a)(3). (4) The Plan provides that Professional Fee Claims will be entitled to payment only if and to the extent they are approved by the Court. It also provides that all other Administrative Claims will be entitled to payment only if they are Allowed Claims. Accordingly, the Plan satisfies Section 1129(a)(4). (5) The powers granted to Mr. Smith as Plan Administrator are consistent with applicable state law and the Bankruptcy Code provisions concerning liquidation proceedings, as well as in the interests of holders of claims and interests and with public policy. (6) The transactions contemplated by the Plan do not involve any rates established or subject to any governmental regulatory commission, hence, Section 1129(a)(6) is inapplicable. (7) The Plan satisfies Section 1129(a)(7) because each Holder of a Claim or Interest either has accepted the Plan or will receive property of a value that is not less than the amount that the holder would receive pursuant to a liquidation of the Debtors under Chapter 7. (8) The Plan satisfies Section 1129(a)(8) because Classes 1, 2, 6, 7, 10 and 11 are not Impaired by the Plan and are conclusively presumed to have voted to accept the Plan. Classes 4 and 5 will not retain any value or receive and distribution under the Plan and are deemed to have rejected the Plan pursuant to Section 1126(g). Classes 3, 8, 9, 12 and 13 are Impaired and are entitled to vote. As attested to in the Tabulation Certification, Classes 3,8,9, 12 and 13 have voted to accept the Plan. (9) Treatment of Administrative and Tax Claims under the Plan satisfies the requirements of Section 1129(a)(9). (10) As attested to in the tabulation certification, more than a majority in number and two-thirds in dollar amount of non-insider Creditors in Class 3 and Class 12 have voted to accept the Plan, thus satisfying Section 1129(a)(1O). (11) The Debtors have sufficient Assets, and the Plan provides adequate means with which, to satisfy all claims under the Plan. In addition, confirmation is not likely to be followed by the need for further financial reorganization, hence, Section 1129(a)(11) has been satisfied. (12) The Plan provides that, on or before the Effective Date, all fees due and payable will be paid in full, thus satisfying Section 1129(a)(12). (13) The Debtors are not obligated to pay "retiree benefits" as defined in Section 1114. Accordingly, Section 1129(a)(13) is inapplicable. In addition, Judge Sontchi finds that the statutes under Section 1129(a)(14)and (15) apply only to individual debtors and, thus, are inapplicable to Plan confirmation. Also, the requirements of Section 1129(a)(16) are not applicable to Plan confirmation because the Debtors are not non-profit entities or trusts. Moreover, in compliance with Section 1129(b), Judge Sontchi finds that the Plan does not "discriminate unfairly" and is fair and equitable with respect to each Imp[aired class of Claims or Interests that have not voted to accept the Plan. Judge Sontchi states that the requirements of Section 1129(d) are satisfied because the principal purpose of the Plan is not the avoidance of taxes. Judge Sontchi further determines that the provisions of the Plan constitute a good faith compromise and settlement of all claims or controversies relating to the rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Allowed Interest or any distribution to be made. Plan Confirmation Objections Resolved Judge Sontchi ruled that all Plan confirmation objections and reservation of rights that have not been resolved, withdrawn or rendered moot are overruled. Objections to Plan confirmation were previously filed by (i) Leigh Robinson, doing business as ExPress; Paul Joannides, doing business as Goofy Foot Press; and Daniel Poynter, doing business as Para Publishing, and (ii) Jefferies & Co., Inc. Pursuant to a stipulation at the Confirmation Hearing, the Plan Proponents and the Objecting Parties to the Plan confirmation agreed to resolve Jefferies & Co.'s objection by modifying the language in the exculpation set forth in the Plan. The Plan Proponents agreed that the undisputed amounts of the scheduled claims of Express, et al., are allowed and will be paid on the Effective Date in these amounts: -- with respect to the undisputed amount of the scheduled claim of Express, $37,471 plus interest, accruing at the federal judgment rate as of the Petition Date, 4.99% from the Petition Date through and including the Effective Date; -- with respect to the undisputed amount of the scheduled claim of Goofy Foot Press, $48,257 plus interest, from the Petition Date to the Effective Date; and -- with respect to the undisputed amount of the para Publishing's scheduled claim, $15,927 plus interest accruing at the Federal Judgment Rate. The Plan Proponents and Express, et al., further agreed that the rights of all parties are reserved with respect to any disputed amounts of the scheduled claims. The also agreed to establish a reserve account of $50,000 to fund the payment of any additional Allowed Claims of Express, et al. Filing of objections to Goofy Foot Press' claims will be January 31, 2008. Dissolution of Reorganized AMS Upon the filing of a Certificate of Dissolution with the Office of the Secretary of Delaware, Reorganized AMS will be deemed dissolved for all purposes without the necessity for any other actions. On the Effective Date, the Assets of the Debtors will automatically vest in Reorganized AMS, free and clear of al claims, liens, charges, interests or other encumbrances, except as provided in the Plan. in addition, on the Effective Date, the Deffered Compensation Plan will terminate without further corporate action. Pursuant to the Plan and in accordance with the provisions of a July 2003 Trust Agreement among AMS, Publishers Group West, Inc., and Union Bank of California, N.A., the Deferred Compensation Trust will terminate, and the trustee will pay all case and any other assets held in respect of the Deffered Compensation plan to Reorganized AMS. According to Judge Sontchi, the Cash and Assets held in the deferred Compensation Trust will be transferred to Reorganized AMS and will become property of the AMS Estate available for distribution to Holders of Allowed Unsecured Claims against AMS. Individuals who contributed to the Deferred Compensation Plan will be treated as Holders of Unsecured Claims against AMS. Creation of Post-Confirmation Committee Subject to the terms of the Plan, the Creditors Committee will dissolve automatically on the Plan Effective Date, and its members will be deemed relieved of all of their prospective duties and obligations in connection with the Chapter 11 cases or the Plan and its implementation. In addition, on the Effective Date, the Creditors Committee will be reconstituted as the Post- Confirmation Committee, with these members: * Random House, Inc., * Hachette Book Group USA, Inc., * Harper Collins Publishers, * Penguin Group, and * Workman Publishing Co. The bylaws and and the fiduciary duties adopted by the Creditors Committee prior to the Effective Date will apply to the Post- Confirmation Committee. Also, the new committee will have the right to terminate the Plan Administrator with or without cause and to then appoint a successor Plan Administrator. Filing of Admin. & Professional Fee Claims Judge Sontchi directed that requests for Administrative Claims arising on or after May 1, 2007, through the Effective Date must be filed and served on the Plan Administrator no later than 30 days after the Effective Date. Requests for Professional Fee Claims must be filed no later than 45 days after the Effective Date. If a claim arises from the rejection of any executory contract or unexpired lease, that Claim will be forever barred and will not be enforceable against the Debtors or the Estates unless a proof of claim is filed with the Court within 30 days after the entry of the Confirmation Order. Texas Taxing Authorities Claims The Plan Proponents agreed that these Claims are allowed and will be paid on the Effective Date: -- claim filed by the Lewisville independent School District in the amount of $61,011, plus interest of $6,711 for an aggregate total of $67,722; -- claim filed by the County of Denton for $8,628, plus interest of $949, for an aggregate total of $9,577; and -- claim filed by the city of Carrollton for $23,322, plus interest in the amount of $2,565, for an aggregate total of $25,888. However, the Claims filed by the county of Denton and the city of Carrollton for postpetition taxes will be withdrawn. If the Texas Taxing Authorities Claims are not paid in full by Dec. 15, 2007, interest will accrue from and after the said date at the statutory rate of 12%. Rejection of Executory Contracts Under the Confirmation Order, each of the executory contracts or unexpired lease pursuant to Section 365 is rejected by the applicable Debtor, unless the Contract was previously assumed or rejected by the Debtors by Court order; was identified on the assumption schedule; is the subject of a request to assume pending on or before the Plan Effective Date; or is otherwise assumed pursuant to the terms of the Plan. Based in San Diego, Calif., Advanced Marketing Services, Inc. -- http://www.advmkt.com/-- provides customized merchandising, wholesaling, distribution and publishing services, currently primarily to the book industry. The company has operations in the U.S., Mexico, the United Kingdom and Australia and employs approximately 1,200 people Worldwide. The company and its two affiliates, Publishers Group Incorporated and Publishers Group West Incorporated filed for chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480 through 06-11482). Suzzanne S. Uhland, Esq., Austin K. Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP, represent the Debtors as Lead Counsel. Chun I. Jang, Esq., Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A., represent the Debtors as Local Counsel. Lowenstein Sandler PC represents the Official Committee of Unsecured Creditors. In schedules filed with the Court, Advanced Marketing disclosed total assets of $213,384,791 and total debts of $216,608,357. Publishers Group West disclosed total assets of $39,699,451 and total debts of $83,272,493. Publishers Group Inc. disclosed zero assets but $41,514,348 in liabilities. On Aug. 24, 2007, the Debtors' exclusive period to file a chapter 11 plan expired. On the same date, the Debtors and Creditors Committee filed a Plan & Disclosure Statement. On September 26, the Court approved the adequacy of the Disclosure Statement explaining the Second Amended Plan. The hearing to consider confirmation of the Plan is set on Nov. 15, 2007. (Advanced Marketing Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). ADVENTURE LODGING: List of Three Largest Unsecured Creditors ------------------------------------------------------------ Adventure Lodging Properties Inc. filed with the U.S. Bankruptcy Court for the Northern District of Texas its list of unsecured creditors, disclosing: Entity Claim Amount ------ ------------ TXU Energy $6,643 P.O. Box 10001 Dallas, TX 75310 Verizon $6,560 1135 East Chocolate Avenue Hershey, PA 17033 Heart of Texas Area-Wide $3,632 303 South Pioneer Drive Abilene, TX 79605 Headquartered in Brownwood, Texas, Adventure Lodging Properties Inc. filed for Chapter 11 protection on Sept. 3, 2007, (Bankr. N.D. Tex. Case No. 07-60150). Dana A. Ehrlich, Esq., of the Law Office of Dana Ehrlich and Greg Gossett, Esq., of Gossett, Harrison, Reese, Millican, Stipanov represent the Debtor in its restructuring efforts. The Debtor disclosed estimated assets and debts of $1 million to $100 million at the time of its filing. AEARO TECHNOLOGIES: 3M Deal Prompts Moody's to Review Ratings ------------------------------------------------------------- Moody's Investors Service has placed Aearo technologies Inc. ratings, including the B2 corporate family rating, under review for possible upgrade. This rating action results from the recent announcement that 3M Company is acquiring Aearo for $1.2 billion. 3M is a much stronger company with healthier credit metrics. Moody's anticipates that change of control language within Aearo's credit agreements will require the repayment of Aearo's credit facilities. Upon repayment of its credit facilities, all of Aearo's rating will be withdrawn. Ratings under review for possible upgrade: * Corporate family rating at B2; * Probability of default at B2; * $535 million first lien credit facilities at B1 (LGD3, 34%); and, * $200 million second lien term loan at Caa1 (LGD5, 86%). Aearo is a worldwide leader in the personal protection equipment industry, competing primarily in hearing, eye, head, face, respiratory and fall protection segment of the market. In addition, Aearo is a leader in the energy absorbing composites industry offering products used in applications to control excess noise, vibration and thermal energy. AES CORP: Cash Tender Offer for $1.24 Bil. Senior Notes Expires --------------------------------------------------------------- The AES Corporation disclosed that the offer to purchase up to $1.24 billion aggregate principal amount of its outstanding senior notes in accordance with the terms and conditions described in its Offer to Purchase and the related Letter of Transmittal expired as scheduled at 12:00 midnight on Nov. 13, 2007. As of such time, a total of approximately $1.9 billion aggregate principal amount of Notes had been validly tendered, consisting of approximately: (i) $192.6 million principal amount of 8.75% Senior Notes due 2008, (ii) $600.0 million principal amount of 9.00% Second Priority Senior Secured Notes due 2015 and (iii) $1.1 billion principal amount of 8.75% Second Priority Senior Secured Notes due 2013. In accordance with the terms of the tender offer, since the total amount of Notes tendered exceeded the Tender Cap, the company accepted for purchase all of the 2008 Notes, all of the 2015 Notes and approximately $447.4 million principal amount of the 2013 Notes (representing a pro ration factor of 37.6714%, with each amount tendered rounded down to the nearest $1,000) that were validly tendered prior to the expiration time. Settlement of the tender offer occurred today at which time none of the 2015 Notes, approximately $9.3 million principal amount of the 2008 Notes and approximately $752.6 million principal amount of the 2013 Notes remained outstanding. AES Corporation, -- http://www.aes.com/-- a global power company, operates in South America, Europe, Africa, Asia and the Caribbean countries. Generating 44,000 megawatts of electricity through 124 power facilities, the company delivers electricity through 15 distribution companies. AES has been in Eastern Europe for over ten years, since it acquired three power plants in Hungary in 1996. Currently, AES has two distribution companies in Ukraine, which serve 1.2 million customers and generation plants in the Czech Republic and Hungary. AES is also the leading company in biomass conversion in Hungary, generating 37% of the nation's total renewable generation in 2004. * * * As reported in the Troubled Company Reporter on Oct. 12, 2007, Moody's Investors Service affirmed The AES Corporation's Corporate Family Rating at B1 and the senior unsecured rating assigned to its new senior unsecured notes offering at B1 following its upsizing to $2 billion from $500 million. Fitch Ratings assigned a 'BB/RR1' rating to AES Corporation's $2 billion issuance of senior unsecured notes maturing 2015 and 2017. AES' long-term Issuer Default Rating is rated 'B+' by Fitch. Fitch said the rating outlook is stable. AFFINIA GROUP: Acquires Certain Assets of Brake Pro under CCAA -------------------------------------------------------------- Affinia Group Inc. has acquired certain assets of Brake Pro Ltd. under the Companies' Creditors Agreement Act of Canada. The purchase includes manufacturing equipment, friction formulations and unrestricted rights to the brand name. Financial terms of the transaction, which was completed on Nov. 7, 2007, were not disclosed. Affinia is in the process of relocating the physical assets to its own North American manufacturing facilities, and will resume production of the Brake Pro(R) product line. Affinia expects to have Brake Pro brand product offerings in the marketplace as quickly as possible after the asset transition and manufacturing integration is complete. "The Brake Pro name is highly respected in the industry because of the consistently high performance of their proprietary friction products," John R. Washbish, president of Affinia's Under Vehicle Group said. "The Brake Pro line will enhance our existing brake block and medium duty product offerings." "More importantly it will put us back into the heavy duty segment, and the Brake Pro line will give us a great product offering for severe duty applications such as waste handling equipment, logging equipment, construction vehicles and transit applications," Mr. Washbish continued. "The market can expect to see Brake Pro product from us as quickly as we can reset the equipment." About Brake Pro Ltd. Headquartered in Ontario, Canada, Brake Pro Ltd. -- http://www.brakepro.com/-- develops heavy-duty friction line composed of rugged, field-tested organic and metallic, application specific formulations. The Superior Court of Justice in Ontario has extended the company's stay under the Companies' Creditors Arrangement Act to Feb. 29, 2008. About Affinia Group Headquartered in Ann Arbor, Michigan, Affinia Group Inc. -- http://www.affiniagroup.com/-- designs, manufactures and distributes aftermarket components for passenger cars, sport utility vehicles, light, medium and heavy trucks and off-highway vehicles. The company's product range addresses filtration, brake and chassis markets in North and South America, Europe and Asia. * * * Moody's Investors Service placed Affinia Group Inc.'s long term corporate family and probability of default ratings at 'B2' in January 2007. The ratings still hold to date with a stable outlook. ALIMENTATION COUCHE-TARD: Moody's Holds Ba1 Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service affirmed the corporate family rating of Alimentation Couche-Tard, Inc. at Ba1 and the 7.50 % senior subordinated notes (2013) at Ba2 (LGD 5, 89%). Moody's also revised the rating outlook to positive from stable. Revision of the rating outlook to positive reflects the company's relatively strong financial metrics, as well as Moody's opinion that store- level operations at existing and new stores will continue to exceed the industry norm and that the likely future acquisitions and shareholder returns will be prudently financed. These ratings are affirmed with a positive outlook: - $350 million 7.50% senior subordinated notes (2013) at Ba2 (LGD 5, 89%); - Corporate family rating Ba1; - Probability of default rating at Ba1. Moody's does not rate the company's $650 million unsecured revolving credit facility. Certain of Couche-Tard's key rating drivers are consistent with an investment grade profile, including the company's solid operating performance at both new and existing stores, the cost efficiency and geographic diversity derived from the company's position as the second-largest independent convenience store operator, and the limited elasticity of motor fuel demand. Important credit metrics such as Debt / EBITDA of 3.4 times and EBITA / Interest Expense of 3.8 times are also strong for a speculative grade issuer. However, constraining the credit profile are the inherent operating risks of Couche-Tard as a consolidator in a retail segment that is ripe for further consolidation, the competition with large integrated oil companies and non-traditional gasoline retailers, the sales concentration in the high-volume, low-margin categories of gasoline and tobacco, and the thin free cash flow because of dividends and substantial capital investment. Alimentation Couche-Tard, Inc, with headquarters in Laval, Quebec, operates or licenses about 5,600 convenience stores in Canada and the United States under the "Circle K", "Couche-Tard", "Mac's", and other banners. The company also licenses around 4,200 "Circle K" convenience stores in Mexico and East Asia. Revenue for the twelve months ending July 2007 was about US $12.8 billion. AMERICAN COLOR: Noteholders Okay Deferment of Interest Payment -------------------------------------------------------------- American Color Graphics, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that on Nov. 14, 2007, holders of in excess of 92.5% of the aggregate principal amount of our 10% Senior Second Secured Notes Due 2010 agreed with the company to: (a) defer to March 15, 2008, the semi-annual payment of cash interest on the 10% Notes held by such holders, which would otherwise have been due on Dec. 15, 2007, and (b) amend certain covenants in the 10% Notes indenture. In consideration thereof, the company issued to each such holder a senior second secured noninterest-bearing promissory note due March 15, 2008, of the company with a principal amount equal to the sum of the amount of the cash interest payment deferred on the 10% Notes held by such holder and a consent fee equal to 1% of the principal amount of the 10% Notes held by such holder. The notes are fully and unconditionally guaranteed by ACG Holdings, Inc. American Color Graphics, Inc. -- http://www.americancolor.com/-- is one of North America's largest and most experienced full service premedia and print companies, with eight print locations across the continent, six regional premedia centers, photography studios nationwide and a growing roster of customer managed service sites. The company provides solutions and services such as asset management, photography, and digital workflow solutions that improve the effectiveness of advertising and drive revenues for their customers. AMERICAN COLOR: Amends Provisions in Bank Credit Facilities ----------------------------------------------------------- American Color Graphics, Inc., disclosed that on Nov. 14, 2007, certain provisions of its bank credit facilities were amended or waived to: (a) provide for an additional $5 million term loan to the company under its existing term loan facility, which was consummated on Nov. 14, 2007, and (b) temporarily waive until Feb. 15, 2008, any default under these bank credit facilities resulting from noncompliance with the first lien coverage ratio covenant in each such bank credit facility as of September 30, and December 31, 2007, for all purposes of such bank credit facilities, including, without limitation, for the purpose of determining the company's entitlement to make additional borrowings under either bank credit facility on or prior to such date. The amendment and waiver also: (a) amended the covenant in each of the bank credit facilities requiring the company to maintain certain levels of minimum total liquidity and (b) temporarily waived until Feb. 15, 2008, the company's noncompliance with its obligation thereunder to deliver its restated consolidated financial statements for the fiscal years ended March 31, 2007, 2006 and 2005 accompanied by a report or opinion of its independent certified public accountants that was not subject to any "going concern" qualification. The company relates that the Report of Independent Registered Public Accounting Firm accompanying its restated consolidated financial statements included in the company's Report on Form 10K/A dated Aug. 31, 2007, contains a "going concern" qualification. American Color Graphics, Inc. -- http://www.americancolor.com/-- is one of North America's largest and most experienced full service premedia and print companies, with eight print locations across the continent, six regional premedia centers, photography studios nationwide and a growing roster of customer managed service sites. The company provides solutions and services such as asset management, photography, and digital workflow solutions that improve the effectiveness of advertising and drive revenues for their customers. AMERICAN COLOR: Moody's Lowers LGD Rating on Deferred Payment ------------------------------------------------------------- Moody's Investors Service has downgraded American Color Graphics, Inc. Probability of Default rating to Ca/LD from Ca, while affirming its Ca Corporate Family rating and the Ca rating on $280 million of senior secured (2nd priority) notes due 2010 following the company's announcement that it has received noteholder consent to defer its upcoming interest payment. Details of the rating action are: Rating lowered: * Probability of Default rating -- to Ca/LD from Ca Ratings affirmed: * $280 million senior secured second priority notes due 2010 -- Ca, LGD4, 63% * Corporate Family rating -- Ca The rating outlook is stable. This concludes the review of ACG's Probability of Default rating which was lowered (but remained under review) on Nov. 7, 2007, following the company's announcement that it had commenced a consent solicitation requesting holders of its senior second secured notes to defer the semi-annual cash interest payment to March 15, 2008 from December 15, 2007. The downgrade of the PDR to Ca/LD reflects Moody's view that any missed, delayed or deferred debt payment obligation constitutes a default event, even if such deferral is permitted by noteholder consent. Moreover, the Ca component of the Ca/LD rating signals a very high probability of default on an ongoing basis for the company's other obligations that have not been subject to the in- substance default. On Nov. 14, 2007, ACG announced that it had received consent from over 90% of noteholders to the solicitation request commenced on November 7, 2007. American Color Graphics, Inc., a leading provider of print and pre-media services, recorded sales of $441 million for the LTM period ended June 30, 2007. The company is based in Brentwood, Tennessee. AMERICAN COLOR: S&P Puts D Rating on Deferred Interest Payment -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on American Color Graphics Inc.'s 10% senior secured second-priority notes due 2010 to 'D' from 'C', and lowered its corporate credit rating on the company to 'SD' from 'CC'. All ratings were removed from CreditWatch, where they were placed with negative implications July 24, 2007. The rating actions stem from the company's announcement that it received consents from holders of at least 90% of the principal amount of the 10% notes to defer to March 15, 2008, the semi- annual payment of cash interest on the notes held by consenting holders. This interest payment was previously due Dec. 15, 2007. "While a payment default has not occurred relative to the legal provisions of the notes, we consider a default to have occurred when a payment related to an obligation is not made in accordance with the original terms, and when the nonpayment is a function of the borrower being under financial stress," explained Standard & Poor's credit analyst Craig Parmelee. ACG also stated that its credit agreement and receivables facility were amended to: (1) provide for an additional $5 million term loan to ACG under the 2005 term loan facility and (2) temporarily waive until Feb. 15, 2008, any default under the bank credit facilities resulting from noncompliance with the first-lien interest coverage ratio covenant as of Sept. 30 and Dec. 31, 2007. This amendment also (1) amended the covenant requiring ACG to maintain certain levels of minimum total liquidity and (2) temporarily waived until Feb. 15, 2008, ACG's noncompliance with its obligation to deliver the company's restated consolidated financial statements for the fiscal years ended March 31, 2007, 2006, and 2005 (which are to be accompanied by a report or opinion of the company's independent certified public accountants that is not subject to any "going concern" qualification). AQUA DULCE: List of 20 Largest Unsecured Creditors -------------------------------------------------- Aqua Dulce Partners G.P. filed with the U.S. Bankruptcy Court for the Northern District of Texas its list of unsecured creditors, disclosing: Entity Claim Amount ------ ------------ Texas Rangers Baseball Partners G.P. $350,000 Attn: Casey Shilts Suite 400, 1000 Ballpark Way Arlington, TX 76011 Richard and Patti Wright $176,000 611 Taylor Place Arroyo Grande, CA 93420 James and Regina Neel $174,195 6430 Goldfinch Way Atascadero, CA 93422 Milestone Distributors $150,000 Chris and Sharee Neel $140,000 Modern Luxury Inc. $106,000 Elmo Water Supply Corporation $85,000 Zinn & Associates $80,090 Anthony & Sylvan Pools Inc. $74,000 Emerald Diamond L.P. $60,000 George Buck Tyson $50,000 Randolph L. Neel $50,000 Knight Restoration $41,649 Rustic Plumbing Inc. dba Carti's Plumbi $34,000 United Rentals $32,910 Sandy Rickards $30,000 Texas Energy Savers $29,158 Gardere Wynne Sewell $28,083 Debra Jenkins $28,000 M&L Electrical Contractors $26,016 Headquartered in Dallas, Texas, Aqua Dulce Partners G.P. filed for Chapter 11 protection on Sept. 4, 2007, (Bankr. N.D. Tex. Case No. 07-34389). Dennis Oliver Olson, Esq., of Olson, Nicoud & Gueck represents the Debtor in its restructuring efforts. The Debtor disclosed estimated assets and debts between $1 million to $100 million at the time of its filing. ARBY'S RESTAURANT: Triarc's Offer for Wendy's Cues S&P's Watch -------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on the Atlanta based-Arby's Restaurant Group Inc., including the 'B+' corporate credit rating, on CreditWatch with negative implications. This action follows the announcement by Trian Fund Management L.P. that Triarc Companies Inc., of which Arby's is a wholly owned subsidiary, has placed a bid to purchase all the outstanding stock of Wendy's International Inc. "Although the terms of proposed transaction are not yet known, we believe that it will be primarily a cash transaction financed with debt, and that this would likely increase the financial risk at Arby's," said Standard & Poor's credit analyst Charles Pinson- Rose. If Triarc's bid is not accepted, Standard & Poor's would likely resolve the credit watch at that time. If the bid is accepted, Standard & Poor's would examine the terms and financing of the transaction and then take the appropriate rating action. ARMSTRONG WORLD: Ex-Parent to Dissolve After Asset Distribution --------------------------------------------------------------- Armstrong Holdings, Inc., the former parent company of Armstrong World Industries, Inc., disclosed its timetable for dissolution including distribution of net assets to shareholders. The last day of trading in ACKH common stock and the record date for shareholders entitled to receive a final distribution of the company's net assets will be on Dec. 5, 2007. The company's stock transfer books will close and no further trading or transfers will be recognized after settlement of trades made through that date. On Dec. 12, 2007, the distribution agent, American Stock Transfer & Trust Company, will begin the distribution of assets to shareholders. Following this distribution, Armstrong Holdings, Inc. will file Articles of Dissolution with the Commonwealth of Pennsylvania and will cease to exist. The company's net assets for distribution total approximately $28 million, which will be divided pro-rata per share among the holders of the 40,551,975 outstanding shares of ACKH common stock. This amounts to a distribution of approximately $0.69 per share. Shareholders should consult their tax advisor on the tax implications of this distribution. Shareholders who hold ACKH stock in brokerage accounts will receive the distribution in their accounts and their ACKH holdings will be cancelled after the distribution. Direct shareholders do not need to return their stock certificates to receive a distribution. Those certificates will become void and have no value. When they receive their distribution checks, direct shareholders should cancel or destroy those Armstrong Holdings stock certificates. Direct shareholders with questions concerning their accounts should contact American Stock Transfer & Trust Company at (800) 937-5449. Armstrong Holdings, Inc. previously was the parent holding company of Armstrong World Industries, Inc. until Oct. 2, 2006. On that date, AWI emerged from Chapter 11 bankruptcy. Under AWI's Plan of Reorganization, the company's ownership in AWI was cancelled. Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc. (NYSE: AWI) -- http://www.armstrong.com/-- designs and manufactures floors, ceilings and cabinets. AWI operates 42 plants in 12 countries and employs approximately 14,200 people worldwide. The company has Asia-Pacific locations in Australia, China, Hong Kong, Indonesia, Japan, Malaysia, Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam. It also has locations in Colombia, Costa Rica, Greece and Iceland, among others. The company and its affiliates filed for chapter 11 protection on Dec. 6, 2000 (Bankr. Del. Case No. 00-04469). Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.Silberglied, Esq., at Richards, Layton & Finger, P.A., represent the Debtors in their restructuring efforts. The company and its affiliates tapped the Feinberg Group for analysis, evaluation, and treatment of personal injury asbestos claims. Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Houlihan Lokey for financial and investment advice. The Official Committee of Asbestos Personal Injury Claimant hired Ashby & Geddes as counsel. The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003. The District Court Judge Robreno confirmed AWI's Modified Plan on Aug. 14, 2006. The Clerk entered the formal written confirmation order on Aug. 18, 2006. The company's "Fourth Amended Plan of Reorganization, as Modified," has become effective and AWI has emerged from Chapter 11. * * * Standard & Poor's Ratings Service affirmed the 'BB' corporate credit and senior secured ratings for Armstrong World Industries Inc. on March 2007. Moody's Investors Service assigned, in October 2006, a Ba2 rating on Armstrong World Industries, Inc.'s new credit facility and a Corporate Family Rating of Ba2. Moody's said the ratings outlook is stable. AVAYA INC: Moody's Places Corporate Family Rating at B2 ------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating to newly private Avaya, Inc. as well as Ba3 ratings to its new senior secured $200 million revolver and $3.8 billion term loan. The company was acquired by TPG Capital LLC and Silver Lake Partners on October 26, 2007 for $8.3 billion. Moody's also withdrew the company's previous Ba3 corporate family rating and shelf ratings which were placed under review for downgrade after the company announced the going private transactions. The outlook is stable. These ratings have been assigned: * Corporate family rating, B2 * Probability of default, B2 * $200 million Senior Secured Revolving Credit Facility, Ba3, LGD2 (28%) * $3,800 million Senior Secured Term Loan, Ba3, LGD2 (28%) These ratings will be withdrawn: * Shelf registration for senior unsecured debt (P)B1 * Shelf registration for preferred stock (P)B3 The capital structure includes the above rated debt as well as an unrated, undrawn $335 million senior secured multi currency asset- based revolving credit facility and an unrated $1.45 billion senior unsecured bridge facility consisting of a $700 million senior unsecured cash-pay bridge loan and a $750 million senior unsecured PIK-toggle bridge loan. In addition to the debt financing, the capital structure includes approximately $2.4 billion in equity from the private equity sponsors. The above debt instrument ratings were determined using Moody's Loss Given Default Methodology. The ratings could be affected if the capital structure changes. The B2 corporate family rating reflects the significant leverage being used to finance the buyout offset by the company's industry leading position within the enterprise telephony market and favorable replacement trends facing the industry. Closing leverage is estimated to be approximately 7x funded debt to EBITDA (on a Moody's adjusted basis which includes approximately $1 billion of unfunded pension obligations). Despite the strong cash generating capabilities of the underlying business, the debt service, pension service and capital requirements of the business leave minimal cash in the next few years to pay down debt and little cushion in the event of a downturn. Leverage and cash flow coverage at these levels are suggestive of a B3 rating, but the strength of the company's business and major cost cutting initiatives are positive factors that offset the company's high leverage. However, the rating remains weakly positioned at the low end of the B2 rating category. Avaya is a leader in the global enterprise telephony industry and holds the largest market share in numerous sub-segments. The industry is going through a significant upgrade cycle as customers replace or migrate their traditional TDM phone systems to next generation internet protocol systems. The company has one of the largest installed bases of corporate phone systems in the world. Incumbency is a key ratings driver as customers tend to be "sticky" and generate a recurring revenue stream from multi-year maintenance contracts, upgrades, replacements and expansions once a system has been put in place. The company is also a leader in sales of IP based enterprise telephony systems. While Cisco initially dominated the IP enterprise phone market, Avaya has made significant strides and in numerous segments has surpassed Cisco. The stable outlook reflects the view that the company will continue to benefit from the general growth in IP telephony upgrades, maintain or grow their market share and realize on their cost cutting initiatives. The ratings could be negatively impacted by a significant slow down in enterprise telephony spending, loss of market share or challenges in implementing the planned cost reductions or reducing leverage. Moody's does not anticipate an upgrade in the near term given the high debt levels. Avaya Inc., based in Basking Ridge, New Jersey, is a leading worldwide supplier of communications systems and software for enterprise customers. The company had revenues of approximately $5.3 billion for fiscal 2007. BRAD FISHER: Case Summary & 14 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Brad Charles Fisher Janet Elizabeth Fisher 1205 Le Grande Cannon Boulevard Helena, MT 59601 Bankruptcy Case No.: 07-61338 Chapter 11 Petition Date: November 14, 2007 Court: District of Montana (Butte) Debtor's Counsel: R. Clifton Caughron, Esq. Caughron and Associates P.O Box 531 Helena, MT 59624-0531 Tel: (406) 442-4446 Fax: (406) 442-4481 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 14 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service Residence at 1205 $951,650 Attn: Special Procedures Le Grande Cannon ($403,000 Function Boulevard, Helena, secured) 600 17th Street MT 59601 ($305,007 Denver, CO 80202-5402 senior lien) ($1,165,913 senior lien) 2006 Income Taxes $6,000 Montana Department of Revenue Residence at 1205 $188,818 Attn: Kim Davis Le Grande Cannon ($403,000 P.O. Box 7701 Boulevard, Helena, secured) Helena, MT 59604-7701 MT 50601 ($1,256,657 senior lien) State Income Taxes $2,500 2007 Sallie Mae 3rd Pty Lsc Educational $54,235 11100 Usa Parkway Fishers, IN 46037 Cach LLC Collection Bank of $9,360 America N.A. Associates/Citibank Credit Card $9,206 Target Credit Card $7,115 Citibank/Sears Charge Account $3,999 Beneficial/Household Finance Check Credit or $3,898 Line of Credit Citi Credit Card $3,847 Capital 1 Bank Credit Card $1,712 Jc Penney Charge Account $1,592 WFFNB/Eddie Bauer Charge Account $364 Chase-pier1 Credit Card $177 WFNNB/Express Charge Account $78 BRAKE PRO: Sells Certain Assets to Affinia Group ------------------------------------------------ Affinia Group Inc. has acquired certain assets of Brake Pro Ltd. under the Companies' Creditors Agreement Act of Canada. The purchase includes manufacturing equipment, friction formulations and unrestricted rights to the brand name. Financial terms of the transaction, which was completed on Nov. 7, 2007, were not disclosed. Affinia is in the process of relocating the physical assets to its own North American manufacturing facilities, and will resume production of the Brake Pro(R) product line. Affinia expects to have Brake Pro brand product offerings in the marketplace as quickly as possible after the asset transition and manufacturing integration is complete. "The Brake Pro name is highly respected in the industry because of the consistently high performance of their proprietary friction products," John R. Washbish, president of Affinia's Under Vehicle Group said. "The Brake Pro line will enhance our existing brake block and medium duty product offerings." "More importantly it will put us back into the heavy duty segment, and the Brake Pro line will give us a great product offering for severe duty applications such as waste handling equipment, logging equipment, construction vehicles and transit applications," Mr. Washbish continued. "The market can expect to see Brake Pro product from us as quickly as we can reset the equipment." About Affinia Group Headquartered in Ann Arbor, Michigan, Affinia Group Inc. -- http://www.affiniagroup.com/-- designs, manufactures and distributes aftermarket components for passenger cars, sport utility vehicles, light, medium and heavy trucks and off-highway vehicles. The company's product range addresses filtration, brake and chassis markets in North and South America, Europe and Asia. About Brake Pro Ltd. Headquartered in Ontario, Canada, Brake Pro Ltd. -- http://www.brakepro.com/-- develops heavy-duty friction line composed of rugged, field-tested organic and metallic, application specific formulations. The Superior Court of Justice in Ontario has extended the company's stay under the Companies' Creditors Arrangement Act to Feb. 29, 2008. BRODER BROS: Posts $11.6 Mil. Net Loss in Quarter Ended Sept. 29 ---------------------------------------------------------------- Broder Bros., Co., disclosed results for its third quarter ended Sept. 29, 2007. The company's operating results include the results of operations of Amtex Imports Inc., a single-location distributor with approximately $40 million in annual revenues, from the date of acquisition on Sept. 28, 2006. Third Quarter 2007 Results Third quarter 2007 net sales were $246.4 million compared to $249.2 million for the third quarter 2006. Loss from operations for the third quarter 2007 was $3.1 million compared to income from operations of $8.5 million for the third quarter 2006. Third quarter 2007 net loss was $11.6 million compared to a net loss of $2.5 million for the third quarter 2006. Earnings before interest, taxes, depreciation and amortization was $1.9 million for the third quarter 2007 compared to EBITDA of $13.9 million for the third quarter 2006. Results include the impact of certain restructuring, consolidation and other highlighted charges. Excluding these highlighted charges, EBITDA was $7.6 million for the third quarter 2007 and $17.2 million for the third quarter 2006. The company has three operating segments: (a) the Broder division, which includes Amtex's results, generated third quarter 2007 net sales of $102.0 million compared to $98.9 million in the third quarter 2006; (b) the Alpha division generated third quarter 2007 revenue of $114.2 million compared to $117.6 million in the third quarter 2006; and (c) the NES division generated net sales of $30.2 million in the third quarter 2007 compared to $32.7 million in the third quarter 2006. Third quarter 2007 gross profit was $40.1 million compared to $46.2 million for the third quarter 2006. Gross margin of 16.3% was less than the 18.5% gross margin in the prior period. Gross profit from commodity trade brand products declined due to higher unit volumes sold at lower gross margins. The company continued to sell fewer low margin white t-shirts. Gross profit from private label brand products was flat to the prior year due to lower unit volumes sold at higher gross margins. Insufficient private label inventory levels in key styles during the third and third quarters of 2006 contributed to volume declines during the third quarter 2007 relative to the prior period due to a greater than anticipated loss of placement of some important products in customer programs. Year-to-Date Results For the nine months ended September 2007, net sales were $696.4 million compared to $718.3 million for the nine months ended September 2006. Loss from operations for the nine months ended September 2007 was $5.6 million compared to income from operations of $17.3 million for the nine months ended September 2006. Net loss for the nine months ended September 2007 was $27.1 million compared to net loss of $8.0 million for the nine months ended September 2006. EBITDA for the nine months ended September 2007 was $9.4 million compared to EBITDA of $32.0 million for the nine months ended September 2006. Excluding the highlighted charges denoted herein, EBITDA for the nine months ended September 2007 was $25.9 million compared to EBITDA of $41.9 million for the nine months ended September 2006. Business Outlook The company continues to execute its strategy to create multi- branded distribution centers both to improve inventory availability to customers and to reduce overall inventory levels. Improved inventory availability is expected to generate increased revenue volume and profitability, as well as operational savings realized through higher volume leveraging fixed costs. The company operated 10 major distribution centers as of Sept. 29, 2007. The distribution center strategy will lead to eight larger, multi-branded, distribution centers yielding essentially equivalent UPS ground service coverage. In addition, the company operated eight "Express" locations in the Los Angeles, CA; Louisville, KY; Detroit, MI; Chicago, IL; St. Louis, MO; Charlotte, NC; Indianapolis, IN; and Philadelphia, PA markets as of September 29, 2007. The Express locations are expected to maintain and grow the company's market position in rationalized locations by offering products customized to meet the needs and preferences of each local market including serving as customer pick-up locations. The company expects the distribution center consolidation to be substantially completed by the end of fiscal year 2007. Liquidity The company relies primarily upon cash flow from operations and borrowings under its revolving credit facility to finance operations, capital expenditures and debt service requirements. Borrowings and availability under the revolving credit facility fluctuate due to seasonal demands. Historical borrowing levels have reached peaks during the middle of a given year and low points during the last quarter of the year. Borrowings under the revolving credit facility decreased from $110.4 million at December 31, 2006 to $89.0 million at September 29, 2007. The company's revolving credit facility provides for aggregate borrowings up to $225.0 million, subject to borrowing base availability. As of Sept. 29, 2007, borrowing base availability was $85.7 million. Balance Sheet At Sept. 29, 2007, the company's balance sheet showed total assets of $568,618,000 and total liabilities of $529,801,000 resulting in a shareholders' equity of $38,552,000. Equity at Dec. 30, 2006 was $65,643,000. A full-text copy of the company's financial report for the quarter Sept. 29, 2007 may be viewed for free at: http://ResearchArchives.com/t/s?2574 About Broder Bros. Headquartered at Trevose, Pennsylvania, Broder Bros., Co. -- http://www.broderbrosco.com/;http://www.broderbros.com/; http://www.alphashirt.com/and http://www.nesclothing.com/-- is a distributor of imprintable sportswear and accessories in the United States. The company operates the "Broder," "Alpha" and "NES" brands. The company operates 10 major distribution centers. Further it also operates eight "Express" facilities offering pickup room service to customers in the Los Angeles, CA; Louisville, KY; Detroit, MI; Chicago, IL; St. Louis, MO; Charlotte, NC; Indianapolis, IN; and Philadelphia, PA markets. Broder Bros., Co. was purchased in May 2000 by Bain Capital. Subsequent to Bain's purchase of Broder Bros., the company expanded its geographic reach and market share through the acquisitions of St. Louis T's in 2000, Full Line Distributors and Gulf Coast Sportswear in 2001, T-Shirts & More and Alpha Shirt Company in 2003, NES Clothing Company in 2004 and Amtex in 2006. BRODER BROS: Weak Operating Results Cue S&P to Cut Rating to B- --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on apparel distributor Broder Bros Co., including its corporate credit rating, to 'B-' from 'B'. The outlook is negative. Total debt outstanding at Trevose, Pennsylvania-based Broder was about $325 million on Sept. 29, 2007. The downgrade follows Broder's earnings release for the third quarter ended Sept. 29, 2007, that reflects significantly weakened operating results and credit protection measures. "The company has suffered various operating issues for the past several years, and this has affected its financial performance and exacerbated the deterioration in credit protection measures," said Standard & Poor's credit analyst Susan H. Ding. CAPITAL AUTO: Fitch Rates $7.963 Million Class D Trust at BB ------------------------------------------------------------ Fitch has rated Capital Auto Receivables Asset Trust 2007-4 as: -- $333,000,000 4.91023% class A-1 'F1+'; -- $100,000,000 4.93% class A-2a 'AAA'; -- $460,000,000 floating rate class A-2b 'AAA'; -- $160,000,000 5.00% class A-3a 'AAA'; -- $150,000,000 floating rate class A-3b 'AAA'; -- $301,946,000 5.30% class A-4 'AAA'; -- $51,757,000 6.39% class B 'A'; -- $23,888,000 7.40% class C 'BBB'; -- $7,963,000 7.50% class D 'BB'. CARDSYSTEMS SOLUTIONS: Plan Confirmation Hearing Moved to Nov. 19 ----------------------------------------------------------------- The Honorable James M. Marlar of the United States Bankruptcy Court for the District of Arizona continued the hearing to consider confirmation of Cardsystems Solutions Inc.'s Chapter 11 Plan of Liquidation to Nov. 19, 2007, at 9:00 a.m. The hearing will be held at 38 South Scott Avenue, Courtroom 466 in Tucson, Ariozona. Judge Marlar had approved, on Aug. 9, 2007, the Third Amended Disclosure Statement explaining the Debtor's Plan and initially schedules a confirmation hearing on Sept. 13, 2007. Overview of the Plan Under the Plan, the Debtor's cash on hand will be used to pay all creditors. If the Debtor's cash on hand is insufficient, the escrowed cash may be transfered to the Debtor from the escrow account by JPMorgan Chase Bank N.A. On the effective date of the Plan, Edward B. Berger will be appointed as the liquidating agent, to oversee the operation and management of the Debtor. As the Debtor's liquidating agent, Mr. Berger will, specifically: i. control and manage the property of the estate, including taking any action necessary to sell assets and collect proceeds; ii. distribute estate assets in accordance with the terms of the Plan; and iii. file with the Court a report at the conclusion of the administration of the estate assets showing all assets and income administered and disbursed. Treatment of Claims Under the Plan, Administrative Claims will be paid in full, in cash after the effective date. Priority Tax and Priority Wage Claims will be paid an amount equal to one-half of any allowed claims. Equity Interest holders, if any, will also be paid on a pro rata basis, according to the holders contractual priority. Treatment of Merrick's Claim As a result of its secured claim, Merrick Bank will receive a cash distribution on the effective date. The amount will be funded from the deposit and the escrow account, which will be transferred directly to Merrick by JPMorgan Chase. In addition, Merrick's recovery will be limited to $14,750,000. Funding for the payment of the first $10 million will be: a. $5.1 million -- the Debtor will release all claims to the deposit; b. $1,216,195 -- the Debtor will release all claims to the escrow release; c. $5,183,805 -- the remaining cash of $5,183,805 will be disbursed from the account to Merrick. Funding for the payment of the remaining principal amount of $4,750,000 will be: a. Merrick agrees to transfer $1,500,000, plus other interest, from the escrow account to the estate for the benefit of the General Unsecured creditors, in turn, Merrick will have an allowed claim of $1,250,000. b. Merrick will have first priority on the first $3.5 million of net distribution of proceeds of estate assets. c. Merrick will be entitled to cause the liquidation of as many of the escrowed shares held by the estate as is necessary to yield a net return to Merrick in an amount that the sum of the Merrick trust recoveries and the Merrick Stock Recoveries equals $3.5 million, on third anniversary of the effective date. A full-text copy of Cardsystems' Third Disclosure Statement is available for a fee at: http://www.researcharchives.com/bin/download?id=070818021736 A full-text copy of Cardsystems' Third Plan of Liquidation is available for a fee at: http://www.researcharchives.com/bin/download?id=070818021539 Headquartered in Sonoita, Arizona, Cardsystems Solutions Inc. -- http://www.cardsystems.com/-- was acquired by Pay By Touch Payment Solutions, LLC -- http://www.paybytouch.com/-- a biometric authentication, loyalty, membership, payment and other electronic transaction solutions provider. The Company filed for bankruptcy protection on May 12, 2006 (Bankr. D. Ariz. Case No. 06-00515). Frederick J. Petersen, Esq., Michael McGrath, Esq., and Lowell Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., represent the Debtor in its restructuring efforts. An Official Committee of Unsecured Creditors has not been appointed in the Debtor's case. When the Debtor filed for bankruptcy protection, it disclosed assets amounting to $13,087,515 and debts totaling $23,860,343. CHARYS HOLDING: In Talks w/ Creditors for Financial Restructuring ----------------------------------------------------------------- Charys Holding Company, Inc., is in discussions with various creditors regarding potential changes to its capital structure. In conjunction with these discussions, the company has elected not to make the scheduled interest payment due on Nov. 16, 2007, on its Senior Convertible Notes due 2012. Charys has retained AlixPartners, LLP to provide advisory services in connection with these restructuring efforts. In addition to supporting the measures to improve Charys' operations and cost structure, AlixPartners is participating with the company, Senior Convertible Note holders, and other creditors in order to better align the capital structure to match expected operating performance. "We believe we are taking a reasonable course of action to improve our capital structure as quickly as possible," Billy V. Ray, Jr., Charys' Chairman and CEO said. "While the challenges faced are complicated and the process time-consuming, we are optimistic that there is a resolution that works for all parties involved." The operating subsidiaries continue to conduct business as usual, with performance consistent with recent company estimates. About Charys Holding Headquartered in Atlanta, Georgia, Charys Holding Company, Inc. -- http://www.charys.com/-- acquires stable, cash flow positive, small to medium-sized private companies engaged in providing direct services, outsourced services and infrastructure to medium and large enterprise businesses. Charys operates these companies as independent subsidiaries, improving aggregate financial performance by influencing its subsidiaries to develop and leverage beneficial synergistic relationships. Going Concern Doubt As reported in the Troubled Company Reporter on Nov. 14, 2007, Miller Ray Houser & Stewart LLP expressed substantial doubt about Charys Holding Company, Inc., fka Spiderboy International, Inc.'s ability to continue as a going concern after auditing the company's financial statements for the year ended April 30, 2007. The auditing firm pointed to the company's recurring losses from operations and net capital deficiency. CHERRY CREEK: S&P Places All Ratings Under Negative CreditWatch --------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on the class A1J, A2, A3, B, and C notes issued by Cherry Creek CDO II Ltd. and the class A1J notes issued by TABS 2007-7 Ltd. on CreditWatch with negative implications. The class A2, A3, B1, B2, B3, C, and I sub notes issued by TABS 2007-7 Ltd. remain on CreditWatch with negative implications, where they were placed on Oct. 22, 2007. Standard & Poor's notes that Cherry Creek CDO II Ltd. triggered an event of default on Nov. 14, 2007, under section 5.1(h) of the indenture, dated March 15, 2007, when the senior credit test ratio was less than 100%. On Nov. 6, 2007, TABS 2007-7 Ltd. triggered an EOD under section 5.1(h) of the indenture dated March 20, 2007, due to a failure of the senior credit test. When Standard & Poor's receives EOD notices, S&P place all affected note ratings on CreditWatch with negative implications. Ratings Placed on Creditwatch Negative Rating ------ Transaction Class To From ----------- ----- -- ---- Cherry Creek CDO II Ltd. A1J AAA/Watch Neg AAA Cherry Creek CDO II Ltd. A2 AA/Watch Neg AA Cherry Creek CDO II Ltd. A3 A/Watch Neg A Cherry Creek CDO II Ltd. B BBB/Watch Neg BBB Cherry Creek CDO II Ltd. C BB+/Watch Neg BB+ TABS 2007-7 Ltd. A1J AAA/Watch Neg AAA Ratings Remaining on Creditwatch Negative TABS 2007-7 Ltd. Class Rating ----- ------ A2 AA/Watch Neg A3 A/Watch Neg B1 BBB+/Watch Neg B2 BBB/Watch Neg B3 BBB-/Watch Neg C BB/Watch Neg I Sub BBB-/Watch Neg Other Outstanding Ratings Transaction Class Rating ----------- ----- ------ Cherry Creek CDO II Ltd. A-1S AAA TABS 2007-7 Ltd. A1S AAA TABS 2007-7 Ltd. X AAA CHRYSLER LLC: Mulls Product Portfolio Streamlining -------------------------------------------------- Chrysler LLC is in discussions with dealers on product portfolio changes and poor performing dealerships, Jeff Bennett and Josee Valcourt of the Wall Street Journal reports citing three dealers familiar with the matter. To avoid confusion on overlapping products, sources said that Chrysler wants dealers to sell all of its passenger cars under the Chrysler name; pickup and commercial trucks under the Dodge name; and, sport-utility vehicles under the Jeep name. According to WSJ, the move would reduce the number of dealers and weed out competition between products such as midsized sedans Dodge Avenger and Chrysler Sebring, which are marketed under different names. As reported in the Troubled Company Reporter on Nov. 5, 2007, the company had plans to eliminate four models through 2008, including Dodge Magnum, the convertible version of Chrysler PT Cruiser, Chrysler Pacifica and Chrysler Crossfire. In the same time frame, Chrysler will add two all-new products to its portfolio: the Dodge Journey and Dodge Challenger, along with two new hybrid models, the Chrysler Aspen and Dodge Durango. Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- a unit of Cerberus Capital Management LP, 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. * * * As reported in the Troubled Company Reporter on Nov. 12, 2007, Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Chrysler LLC and DaimlerChrysler Financial Services Americas LLC and removed it from CreditWatch with positive implications, where it was placed Sept. 26, 2007. The outlook is negative. CLEARANT INC: Posts $576,000 Net Loss in 3rd Qtr. Ended Sept. 30 ---------------------------------------------------------------- Clearant Inc. disclosed results for its third quarter and nine months ended Sept. 30, 2007. The company reported a net loss of $576,000 for the third quarter ended Sept. 30, 2007, compared with a net loss of $2.6 million in the same period last year. For the third quarter ended Sept. 30, 2007, total revenues were $160,000, compared to $191,000 in the same quarter of the prior year. Direct distribution revenue rose 79% to $136,000 from $76,000 a year ago. Revenues from licensing and contract research declined to $13,000 from $84,000 in the third quarter of 2007 and 2006, respectively. The company reported that revenues, for the nine-month period ending Sept. 30, 2007, increased 56% to $763,000 from $488,000 in the same period of 2006. Direct distribution revenue grew to a $440,000 for the first nine months of 2007, compared to $85,000 in the first nine months of the prior year. Revenues from licensing and contract research, activities that the company intends to de-emphasize in the future, declined to $243,000 from $315,000 million for the first nine months of 2007 and 2006, respectively. Net loss was $2.4 million for the first nine months of 2007, compared to a net loss of $7.5 million in the first nine months of 2006. "Our rapidly growing direct distribution business clearly has the potential to expand significantly and to be the spearhead of future growth for the company," said Jon Garfield, chief executive officer. "Our solid growth during the first nine months of the year was achieved despite the funding constraints we experienced before the recent capital injection. These constraints led us to delay hiring of new salespeople and to defer arrangements to increase tissue supply. Following the recent infusion of capital into the company, we are now expanding our sales efforts by looking to hire new sales representatives." At Sept. 30, 2007, the company's consolidated balance sheet showed $3.7 million in total assets, $2.2 million in total liabilities, and $1.5 million in total shareholders' equity. 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?2571 Going Concern Doubt Singer Lewak Greenbaum & Goldstein LLP, in Los Angeles, expressed substantial doubt about Clearant Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's recurring losses from operations and negative cash flow from operations. About Clearant Inc. Headquartered in Los Angeles, Clearant Inc. (OTC BB: CLRA) -- http://www.clearant.com/-- develops and markets a proprietary pathogen inactivation technology that reduces the risk of contamination to biological products by inactivating a broad range of pathogens. The Clearant Process(R) is based on exposing a biological product to gamma-irradiation under specialized, proprietary or patented conditions that deliver a predetermined amount of radiation to inactivate a desired level of pathogens, thereby reducing the risk of contamination, while preserving the functionality and integrity of the treated product. CLEVELAND UNLIMITED: Financial Restatement Prompts Moody's Review ----------------------------------------------------------------- Moody's Investors Service placed Cleveland Unlimited Inc.'s (Revol) Caa1 corporate family, Caa1 senior secured and B3 probability of default ratings under review for possible downgrade and lowered its speculative grade liquidity rating to SGL-4 from SGL-3. The rating action follows the company's disclosure that it would potentially need to restate its financial results for one or more prior periods and that the scope and magnitude of any potential restatement is currently uncertain. This raises significant concerns over the adequacy of the company's internal control procedures and has heightened Moody's concerns over Revol's liquidity position. The potential restatement issue exacerbates already weak fundamentals for Revol's Caa1 corporate family rating in Moody's opinion. Moody's currently believes that the company's relatively limited cash position, questionable prospects for full recovery value in a distress scenario and an uncertain path to sustained free cash flow generation may warrant a downward revision to Revol's rating even in the event that financial statement issues and internal control procedures are satisfactorily addressed. Downgrades: Issuer: Cleveland Unlimited, Inc. * Speculative Grade Liquidity Rating: -- Downgraded to SGL-4 from SGL-3 On Review for Possible Downgrade: Issuer: Cleveland Unlimited, Inc. * Probability of Default Rating: -- Placed on Review for Possible Downgrade, currently B3 * Corporate Family Rating: -- Placed on Review for Possible Downgrade, currently Caa1 * Senior Secured Regular Bond/Debenture: -- Placed on Review for Possible Downgrade, currently Caa1, 60 - LGD4 Outlook Actions: Issuer: Cleveland Unlimited, Inc. * Outlook: Changed To Rating Under Review From Stable Revol has indicated that it believes it has adequate liquidity to service its current debt and payment obligations and continue its business operations in the ordinary course. A technical default under Revol's senior secured indenture may arise from the late filing of its financial statements. This could result in the need for Revol to accelerate repayment of its $150 million in senior secured notes which the company does not otherwise have the committed resources to satisfy. Moody's notes that the company's Chief Financial Officer resigned in August 2007 and has yet to be replaced (although the services of a financial consultant have been retained) and Revol's previously appointed accounting firm has suspended its audit engagement until an investigation by the company's Audit Committee into various accounting matters is completed. Moody's review will focus on the potential for Revol to become current with respect to its financial statement filing requirements or otherwise obtain any necessary waivers to avoid a potential default. Additionally, Moody's will seek to meet with company management to determine Revol's prospects for achieving sustained free cash flow generation or obtaining any necessary additional capital in light of increasing industry operating risks arising from slowing industry subscriber growth and the company's limited access to cash resources, which totaled roughly $24 million as at June 30, 2007. Should the company's delay of its financial statement filings persist for longer than 60 days, Moody's expects to move towards concluding the ratings review with available information at that time. Based in Independence, Ohio, Cleveland Unlimited, Inc. is a provider of wireless telecommunications service in Ohio. COGENTRIX ENERGY: Moody's Withdraws Ba2 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service has withdrawn the ratings for Cogentrix Energy, LLC and Cogentrix Delaware Holdings, LLC. CEI has repaid CDHI's senior secured credit facilities in full and terminated the facilities. Furthermore, it has notified bondholders of its intention to redeem all of its outstanding 8.75% senior notes due 2008 on December 14, 2007. These notes have been guaranteed by The Goldman Sachs Group, Inc. Moody's has withdrawn these ratings: Cogentrix Energy, LLC - Corporate family rating of Ba2 - $354 million senior unsecured notes due 2008, rated Aa3 Cogentrix Delaware Holdings, LLC - $193 million senior secured term loan due 2012 - $ 50 million senior secured revolving credit facility due 2010 CEI is headquartered in Charlotte, North Carolina, and is the parent company of CDHI. COI MIDWEST: Judge Neiter Confirms Amended Reorganizational Plan ---------------------------------------------------------------- The Hon. Richard M. Neiter of the U.S. Bankruptcy Court for the Central District of California confirmed COI Midwest Investment LLC's Modified Amended Chapter 11 Plan of Reorganization. Plan Funding The Plan will be funded from the proceeds of the sale of the Debtor's property, estimated approximately $13.8 million. The Debtor assures the Court that the amount is more than enough to ensure all Secured and General Unsecured Claims. Under the Plan, All General Unsecured Claims will expect to recover 3.97% of its allowed claim. Treatment of Claims Under the Plan, Administrative and Priority Tax Claims will be paid in full on the effective date. Secured Claim of Wells Fargo, totaling $8.6 million, will also be paid in full. Holders of Priority Unsecured Claims will be paid in cash equal to the allowed amount of the claim on the effective date. General Unsecured Claims, excluding Delaware Street Capital II L.P. Entities, totaling $2.5 million, will be paid in full, including postpetition interest from the Debtor's bankruptcy filing through the date of payment of allowed claims under Section 1961(a) of the Bankruptcy Code. General Unsecured Claims of DSC Entities, totaling $3.6 million, will also be paid in full. Holders of Equity Interests will retain their interest in the Debtor under the Plan. A full-text copy of COI Midwest's Modified Amended Disclosure Statement is available for a fee at: http://www.researcharchives.com/bin/download?id=070821040218 A full-text copy of COI Midwest's Modified Amended Chapter 11 Plan of Reorganization is available for a fee at: http://www.researcharchives.com/bin/download?id=070821040831 Headquartered in the City of Industry, California, COI Midwest Investments LLC leases its real property in Canyon Road. The Company filed for bankruptcy protection on June 1, 2006 (Bankr. C.D. Calif. Case No. 06-12329). Ron Bender, Esq., and David B. Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill, LLP, represent the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in this case to date. When the Debtor filed for bankruptcy, it listed estimated assets between $10 million and $50 million and estimated debts between $1 million and $10 million. CPG INTERNATIONAL: Earns $300,000 in Third Quarter of 2007 ---------------------------------------------------------- CPG International Inc. disclosed third quarter 2007 financial results. "Although the residential housing market further weakened in the 3rd quarter, CPG continued to execute on its business plan achieving impressive growth for the quarter," said Glenn Fischer, CPG's Interim Chief Executive Officer. "We continued building out the AZEK Building Products distribution and sales footprint for both AZEK Trim and AZEK Deck products, expanded decking capacity to meet increasing demand, and saw growth from recent product introductions including our AZEK Mouldings line." In the third quarter, AZEK entered the second phase of its capacity build-out in Foley, Alabama and Scranton, Pennsylvania to support the rapid growth of its cellular PVC decking product AZEK Deck. In addition, AZEK continued the build-out of its multi- product distribution network and began shipping AZEK Trim to Home Depot in support of a 98 store test program. "We are committed to building AZEK into the leading brand of premium, low maintenance building products. The expansion of our production capabilities and distribution partners will greatly support us in this initiative," said Ralph Bruno, President AZEK Building Products. Third Quarter Highlights Third quarter sales improved to $82.6 million, up 25.5% from the third quarter 2006. Volume growth was primarily attributable to the acquisition of Procell Decking Systems as well as growth in our AZEK Trim and Mouldings business. Gross margin improved 250 basis points in 2007 versus the comparable period in 2006 driven by lower material costs, increased volumes, and improved operating productivity. Net income rose to $0.3 million in the third quarter from a loss of $0.8 million in 2006 reflecting strong sales growth and margin improvements. EBITDA performance in third quarter of 2007 grew to $15.2 million from $9.8 million last year. Adjusted EBITDA was $16.5 million in the quarter, up 56.1% from $10.6 million in 2006. Year-to Date Highlights Sales for the first nine months of 2007 were $254.1 million, up 20.7% over the first nine months of 2006. The successful acquisitions of Procell and Santana and strong growth in our locker systems sales more than offset the effects of a declining housing market. Gross margin improved 270 basis points for the first nine months of 2007 driven by lower material costs, increased volumes, and improved operating productivity. Net income was $6.6 million for the first nine months of 2007, an improvement of 153.1% from $2.6 million in 2006. Sales growth and improved margins helped drive all-time record EBITDA performance in the first nine months of 2007 as EBITDA was up 45.0% to $50.3 million. Adjusted EBITDA was $52.6 million in the first nine months of 2007, up 45.9% from $36.1 million in the first nine months of 2006. At September 30, 2007, CPG had cash of $17.4 million and had no amounts outstanding on its $40.0 million revolving credit facility. CPG's Adjusted EBITDA guidance is $65 million to $70 million for the full year of 2007. "We expect to have a very solid year of growth despite the difficult residential building market," said Scott Harrison, Executive Vice President and Chief Financial Officer. "However, with resin costs increasing and the continued slow pace in the housing market, we are narrowing our guidance today to $65 million to $70 million, the lower end of our previously issued range." Balance Sheet At Sept. 30 2007, the company's balance sheet showed total assets of $579,384,000, total debts of $380,932,000 and total shareholders' equity of $198,452,000. Equity at Dec. 31, 2006 stood at $156,972,000. The company's balance sheet also showed accumulated deficit of $1,509,000 as of September 30. A full-text copy of the company's financial report for the third quarter of 2007 may be viewed for free at: http://ResearchArchives.com/t/s?2575 About CPG International Headquartered in Scranton, Pennsylvania, CPG International -- http://www.cpgint.com/-- manufactures highly engineered, premium, low-maintenance, building products for residential and commercial markets designed to replace wood, metal and other traditional materials in a variety of construction applications. The company's products are marketed under several brands including AZEK(R) Trim, AZEK(R) Deck, AZEK(R) Mouldings, Santana Products, Comtec Industries, Capitol, EverTuff(TM), TuffTec(TM), Hiny Hider(R) and Celtec(R), as well as many other brands. CPG INTERNATIONAL: S&P Holds All Ratings and Revises Outlook ------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on CPG International Inc. to positive from stable and affirmed all of its ratings, including the 'B' corporate credit rating. "The outlook revision reflects our belief that CPG's sales and earnings could grow meaningfully if the company continues to increase its penetration of the exterior trim and decking markets, if it maintains current profitability, and if residential construction demand settles at expected levels in 2008," said Standard & Poor's credit analyst Sean McWhorter. "Greater earnings and cash flow could lead to stronger credit measures and a higher rating." CPG, based in Scranton, Pennsylvania, manufactures engineered building products. With sales of $305 million for the 12 months ended Sept. 30, 2007, it operates in two main plastic product segments --c ellular PVC decking and trim board (sold under the AZEK brand), and bathroom partitions and lockers (in the Scranton Products segment). "We believe that earnings growth is the most likely driver for improvement in leverage or interest coverage, given that the company must pay prepayment penalties to redeem its debt in the intermediate term," Mr. McWhorter said. CPG is highly leveraged, with total debt, including capitalized operating leases of $304 million. "We could raise the ratings if AZEK's momentum in gaining market share continues, the company's residential end markets stabilize at expected levels, and earnings continue to grow, resulting in materially improved credit metrics," Mr. McWhorter said. "We could revise the outlook to stable if end-market conditions weaken more than expected, the company encounters problems managing a high level of growth, or it experiences greater competitive pressures." CRDENTIA CORP: Completes Acquisition of Medical People ------------------------------------------------------ Crdentia Corp. has completed the acquisition of Medical People Healthcare Services Inc. for $750,000 in cash and $500,000 in a 3-year note payable. Approximately 65% of MPHS's revenues are from healthcare staffing in the nursing home segment, with the remaining revenues from services to local hospitals and other healthcare facilities. The acquisition is expected to be immediately accretive to Crdentia. "I am very pleased that we have completed the acquisition of the assets of Medical People Healthcare Services Inc. and I look forward to working with the entire staff of MPHS and to continue to see consistent growth for our combined company as we layer in services in all segments of the healthcare staffing market," John Kaiser, CEO of Crdentia said. Integration of the acquisition has now begun in earnest." "Alabama is a key market in solidifying our growing presence in the Sun Belt markets, and the completion of the acquisition of MPHS, along with the recent addition of eight other offices in Georgia, North Carolina and throughout Florida, firmly entrenches Crdentia in this important market," Mr. Kaiser continued. "Furthermore, this expansion allows Crdentia to continue to leverage its corporate infrastructure leading to more profitable overall operations." 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 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. CREDIT SUISSE: Stable Performance Cues Fitch to Affirm Ratings -------------------------------------------------------------- Fitch Ratings has affirmed Credit Suisse First Boston Mortgage Securities Corp. commercial mortgage pass-through certificates, series 2005-C5 as: -- $60.6 million class A-1 at 'AAA'; -- $122 million class A-2 at 'AAA'; -- $149 million class A-3 at 'AAA'; -- $136.2 million class A-AB at 'AAA'; -- $1,003 million class A-4 at 'AAA'; -- $535.7 million class A-1A at 'AAA'; -- $290.2 million class A-M at 'AAA'; -- $224.8 million class A-J at 'AAA'; -- Interest-only class A-X at 'AAA'; -- Interest-only class A-SP at 'AAA'; -- Interest-only class A-Y at 'AAA'; -- $24.9 million class B at 'AA+'; -- $47.6 million class C at 'AA'; -- $21.8 million class D at 'AA-'; -- $18.1 million class E at 'A+'; -- $29 million class F at 'A'; -- $36.3 million class G at 'A-'; -- $21.8 million class H at 'BBB+'; -- $32.6 million class J at 'BBB'; -- $32.6 million class K at 'BBB-'; -- $7.3 million class L at 'BB+'; -- $14.5 million class M at 'BB'; -- $10.9 million class N at 'BB-'; -- $3.6 million class O at 'B+'; -- $7.3 million class P at 'B'; -- $10.9 million class Q at 'B-'; -- $5.5 million class 375-A at 'BBB+'; -- $9.5 million class 375-B at 'BBB'; -- $21.2 million class 375-C at 'BBB-'. Fitch does not rate the $31.7 million class S. The rating affirmations reflect the stable pool performance. As of the October 2007 distribution date, the transaction has paid down 1.2% to $2.903 billion from $2.94 billion at issuance. There are currently two loans (0.2%) in special servicing. The first specially serviced loan (0.1%) is secured by a 21,000 square foot retail property located in Port Richey, Florida. The loan was transferred to the special servicer due to a monetary default and is in foreclosure. Based on the current value of the property, losses are expected upon the liquidation of the loan, which will be absorbed by the non-rated class S. The second specially serviced loan (0.1%) is secured by a 18,260 SF retail property in Sinking Spring, Pennsylvania. The borrower filed bankruptcy and the property is under contract for liquidation which is subject to approval from the bankruptcy trustee. Fitch reviewed shadow ratings of these four loans: 375 Park Avenue, 120 Wall Street, Northland Center Mall and MK Plaza, which maintain investment grade shadow ratings due to their stable performance. 375 Park Avenue (9.2%) is secured by a 791,993 SF office property in New York City. Occupancy as of June 6, 2007 decreased slightly to 94% from 95% at issuance. 120 Wall Street (2.4%) is secured by a 607,172 SF office property in New York City. Occupancy as of June 1, 2007 increased to 99.5% from 99% at issuance. Northland Center Mall (1%) is secured by a 537,716 SF retail property in Southfield, Michigan. The occupancy as of June 29, 2007 increased to 88.1% from 87% at issuance. MK Plaza (0.7%) is secured by a 552,490 SF office property in Boise, Idaho. Occupancy as of June 30, 2007 increased to 94.1% from 92% at issuance. DELPHI CORP: Obtains Court Nod for $6.8 Bil. Exit Financing Plan ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has approved a $6,800,000,000 financing plan for Delphi Corp.'s exit from bankruptcy. Judge Robert D. Drain authorized Delphi to enter into, and perform under, an engagement letter and fee letters with JPMorgan Chase Bank, N.A., and Citigroup, which have agreed to arrange and syndicate: (a) a $1,600,000,000 senior secured first lien asset-based revolving credit facility; (b) a $3,700,000,000 senior secured first-lien term facility; and (c) a $1,500,000,000 senior secured second-lien term facility, of which up to $750,000,000 will be in the form of a note issued to General Motors Corp. in connection with the distributions contemplated under Delphi's Reorganization Plan. A redacted version of the Engagement Letter is available for free at http://ResearchArchives.com/t/s?2533 Delphi did not disclose the fees it will pay to the arrangers and obtained approval to file the fee letter under seal. Troy, Michigan-based Delphi, the Associated Press noted, originally sought $8,700,000,000 in loans, but reduced that amount and delayed voting on its reorganization plan as it struggled to secure the financing in a tighter credit market. Delphi expects to emerge from bankruptcy during the first quarter of 2008. Delphi filed its Joint Plan of Reorganization on September 6, 2007, but said it will revise its plan due to changes in its exit financing terms and investment agreements with potential equity investors. The exit financing will be made available on the effective date of the Plan. The Reorganization Plan also provides that Delphi will obtain additional financing of up to $2,550,000,000 from an equity rights offering, backstopped by investors led by Appaloosa Management LP. The investment agreement, according to a Nov. 14, 2007 news release, has been renegotiated to provide for an increase in consideration to the plan investors, after Goldman Sachs pulled out of the deal. According to AP, Judge Drain balked at the new terms of the deal and said he was "very distressed" the terms had changed, "sucking out hundreds of millions of dollars over these apparent excuses." The Official Committee of Unsecured Creditors and the Official Committee of Equity Security Holders of Delphi have conveyed their opposition to the potential amendments to the Plan. Delphi's chief customer, General Motors Corp., which is expected to recover $2,700,000,000 in cash, notes and stock from the auto- parts supplier, has supported the amendments. Delphi is expected to file a revised Reorganization Plan and related documents on or before November 29, 2007, when the Court holds a hearing to consider approval of the disclosure statement explaining the terms of the Plan. About Delphi Corp. 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. The hearing to consider the adequacy of the Disclosure Statement started on Oct. 3, 2007 and has been continued to November 29. (Delphi Bankruptcy News, Issue No. 97; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) DOBSON COMMS: Completes $13 per Share Merger Deal with AT&T ----------------------------------------------------------- AT&T Inc. has completed its acquisition of Dobson Communications Corporation. Under terms of the agreement, Dobson stockholders will receive $13.0 per share. In the coming days, AT&T's transfer agent will contact Dobson shareholders to provide instructions for completing the cash-for- stock exchange. The combination of the two companies' wireless networks will allow AT&T to deliver broader wireless coverage to customers, including to nearly 1.7 million Dobson subscribers. "We remain committed to providing our wireless customers the best and broadest network to help them stay connected whenever, wherever and however they want," Randall L. Stephenson, AT&T chairman and CEO, said. "This transaction will produce substantial benefits for customers of both AT&T and Dobson. AT&T's customers will enjoy deeper coverage in rural and suburban areas. Dobson's customers will have access to AT&T's full portfolio of innovative products and services." "This transaction also creates value for AT&T stockholders," Mr. Stephenson said. "We expect to realize significant synergies and believe Dobson's customer base will provide considerable opportunities for continued growth." The two companies are roaming partners, and AT&T expects a smooth transition. AT&T will immediately implement a planned process to integrate the Dobson and AT&T wireless networks, combine product portfolios and merge customer care initiatives. Network Coverage and Service The merger extends AT&T's coverage and services into a number of rural and suburban areas in Alaska, Arizona, Illinois, Kansas, Kentucky, Maryland, Michigan, Minnesota, Missouri, New York, Ohio, Oklahoma, Pennsylvania, Texas, Virginia, West Virginia and Wisconsin. Dobson customers will experience a number of benefits as a result of joining AT&T, including access to the nation's largest digital voice and data network, offering maximum convenience and flexibility wherever subscribers are. Dobson customers in AT&T's traditional 22-state wireline footprint, including subscribers in Illinois, Kansas, Kentucky, Michigan, Missouri, Ohio, Oklahoma, Texas and Wisconsin, will have the opportunity to join the nation's largest unlimited calling community -- through AT&T Unity(SM) plans -- with unlimited calling to more than 120 million AT&T home, business and wireless customers. Dobson customers traveling abroad will also have the advantage of access to lower-cost service in more than 190 countries. With the addition of Dobson, AT&T's integrated GSM network now covers more than 290 million people in 13,000 U.S. cities and towns. The addition of Dobson's 850 MHz spectrum will also provide the opportunity for further expansion of third-generation GSM technology throughout the United States. Brand Transition AT&T will rebrand Dobson as AT&T and to make AT&T's products and services available to Dobson customers. By December 9, the full portfolio of AT&T products and services will be available at more than 200 Dobson retail locations. By that same date, temporary signage will be installed in all Dobson locations. AT&T expects to complete the rebranding process, with permanent signage in all retail locations, by the end of second quarter 2008. AT&T will honor the current rate plans of Dobson customers. However, Dobson customers will have the opportunity to migrate to AT&T rates plans without activation or upgrade fees. Dobson customers who choose AT&T calling plans will also benefit from Rollover(R) Minutes, a feature exclusive to AT&T. Dobson Mobile-to-Mobile customers will also be able to reach AT&T's 65.7 million wireless customers. AT&T customer contracts will not change. Merger Synergies and Financials AT&T expects significant synergies as a result of the transaction. The net present value of these potential synergies is approximately $2.5 billion and includes enhanced control over the customer experience through the reduction of roaming and savings in overhead and operations. AT&T expects Year 1 dilution to earnings per share from this transaction to be minimal and that the transaction will have a positive and growing impact on EPS and free cash flow starting in the second year after the acquisition closes. AT&T's financial outlook remains unchanged, with expected double- digit adjusted EPS growth in both 2007 and 2008. AT&T continues to expect strong growth in free cash flow after dividends -- $6 billion to $7 billion in 2007. Approval Process The completion of the Dobson acquisition comes after an extensive review process, which included approval by or filings with two states, the U.S. Department of Justice and the Federal Communications Commission. As a result of the review process, AT&T will divest Dobson operations in four primarily rural areas -- one in western Oklahoma, one in Texas and two in Kentucky. In addition, AT&T will divest the Cellular One name to a buyer that will continue to make it available for use by wireless carriers and will exit from its minority interests in Mid-Tex Cellular Ltd. and Northwest Missouri Cellular Limited Partnership. AT&T currently owns 1% or less in each of these entities. AT&T will also voluntarily commit to an interim cap on federal eligible telecommunications carrier support. This cap will be set at twelve times the level of support that AT&T and Dobson were collectively eligible to receive as competitive ETCs for the month of June 2007. This commitment by AT&T serves the public interest by minimizing pressure on the federal universal service fund caused by rapidly increasing demand for high-cost universal service support. FCC Approval The FCC consented to the applications filed in connection with the proposed acquisition of Dobson Communications Corporation by AT&T Inc., subject to certain conditions. With the action, the FCC approved with conditions the transfer of control of licenses, authorizations, and spectrum leases held by Dobson and its subsidiaries to AT&T. These licenses and authorizations include Cellular licenses, Broadband Personal Communications Service licenses, Advanced Wireless Services licenses, Common Carrier Fixed Point-to-Point Microwave licenses, and three international section 214 authorizations. In analyzing AT&T's proposed acquisition of Dobson, the FCC examined the market for mobile telephony services and concluded that the companies had demonstrated that the merger, with the conditions, will serve the public interest, convenience, and necessity. Further, the FCC concluded that the likely public interest benefits of the merger outweigh any potential public interest harms and that competitive harm is unlikely in most mobile telephony markets involved in the proposed transaction. In four Cellular Market Areas, however, the FCC's case-by-case analysis indicates that likely competitive harm will result. Cellular Market Name --------------- ---- CMA448 Kentucky 6 - Madison CMA450 Kentucky 8 - Mason CMA600 Oklahoma 5 - Roger Mills CMA661 Texas 10 - Navarro In these areas, the FCC imposed conditions that will effectively remedy the potential for these particular harms. The merger applicants are required to divest the licenses and related operational and network assets -- including certain employees, retail sites, and subscribers -- of one of the two companies in the four markets, using procedures, in order to complete their merger. As reported in the Troubled Company Reporter on Nov. 5, 2007, the U.S. Department of Justice also reviewed the AT&T-Dobson transaction and agreed to allow the merger to proceed subject to certain conditions, which vary slightly from the conditions imposed by the FCC. Under the terms of a settlement between the merger applicants and DOJ, AT&T has agreed to divest the cellular licenses and related operational and network assets in CMAs 448, 450, and 600; to divest its minority interests in Mid-Tex Cellular, Ltd. covering CMA 660, and in Northwest Missouri Cellular Limited partnership, covering CMA 504 (Missouri RSA-1); and to divest Dobson's interests in Cellular One in CMA 616 (Pennsylvania RSA-5) and CMA 662 (Texas RSA-11). AT&T is also subject to a condition to have an interim cap on its high-cost, competitive Eligible Telecommunications Carrier support. This cap, like the cap established as a condition of the ALLTEL-Atlantis transaction, is based on AT&T and Dobson's level of competitive ETC support as of June 2007. The FCC also adopted a limited exception from the application of the interim cap condition to AT&T. Specifically, AT&T will not be subject to the interim cap condition to the extent that it: (1) files cost data showing its own per-line costs of providing service in a supported service area upon which its high cost universal service support would be based, and (2) demonstrates that its network is in compliance with section 20.18(h) of the FCC's rules specifying E911 location accuracy as measured at a geographical level defined by the coverage area of each Public Safety Answering Point. Divestiture Procedures A Management Trustee approved by the FCC, will be appointed to serve as manager of the licenses and related operational and network assets for the four markets until such assets are sold to third party purchasers or transferred to a Divestiture Trustee, who may be the same person as the Management Trustee. During the period in which the Management Trustee is in day-to-day control of the Divestiture Assets, AT&T will retain de jure control and shall have the sole power to market and dispose of the Divestiture Assets to third-party buyers, subject to the FCC's regulatory powers and process with respect to license transfers and assignments and the terms of the DOJ settlement. On Nov. 13, 2007, AT&T filed applications with the FCC to enter into a short-term de facto transfer spectrum leasing arrangement in order to transfer the Divestiture Assets for three of the four markets into the trust with the Management Trustee. These applications, which have been approved, included a request to approve the identity of the Management Trustee and the terms of the trust agreement. The FCC required that the Divestiture Assets in those three markets be transferred to the trust no later than upon consummation of this transaction. For the fourth market (CMA661), the FCC required AT&T and Dobson to file an application to enter into the necessary short-term de facto spectrum leasing arrangement within three business days after the adoption of this order, and to transfer the Divestiture Assets to the Management Trustee within five business days. From the date of release of the Order adopted Nov. 15, 2007, and until the divestitures ordered herein have been consummated, AT&T, Dobson, and the Management Trustee shall preserve, maintain, and continue to support the Divestiture Assets and shall take all steps to manage them in a way as to permit prompt divestiture. AT&T, Dobson, and the Management Trustee must abide by the same provisions relating to the duties of the Management Trustee and the preservation of the Divestiture Assets as those contained in the DOJ settlement agreement. AT&T and Dobson will be allowed 120 days from the closing of their transaction or five days after notice of entry of the Final Judgment, whichever is later, to divest the Divestiture Assets prior to the second stage of the divestiture procedures becoming operative. Upon application by the Applicants to the Wireless Telecommunications Bureau, the Bureau may grant one or more extensions to the Management Period not to exceed 60 days in the aggregate to allow the Applicants further time to dispose of the Divestiture Assets. Upon expiration of the Management Period, any Divestiture Assets that remain owned by the Applicants will be irrevocably transferred to a Divestiture Trustee, who will be solely responsible for accomplishing disposal of the Divestiture Assets. The Divestiture Trustee shall use its best efforts to sell the Divestiture Assets within six months of appointment, subject to the FCC's regulatory powers and process with respect to license transfers and assignments. To the extent that the Divestiture Assets are included within the DOJ settlement, the FCC will allow the Applicants to proceed to divest such assets in accordance with the terms of the agreements that are contained in those documents. To the extent that this Order requires divestitures in any market that are more extensive than those required by DOJ, the FCC requires that the Applicants comply with this Order and completely dispose of the Divestiture Assets included in such markets. To the extent that we are requiring divestitures in additional markets than required by DOJ, the FCC will require the Applicants, prior to closing their transaction, to provide the Commission with documentation substantially similar to that provided to DOJ with respect to the additional divestitures that we require herein. About AT&T Inc. Headquartered in San Antonio, Texas, AT&T Inc. (NYSE:T) -- http://www.att.com/-- is a holding company whose subsidiaries and affiliates operate in the communications services industry both domestically and internationally providing wireline and wireless telecommunications services and equipment, well as directory advertising and publishing services. The services and products offered by the company include local exchange services, wireless communications, long-distance services, data/broadband and Internet services, telecommunications equipment, managed networking, wholesale services, directory advertising and publishing. About Dobson Communications Corporation Headquartered in Oklahoma City, Dobson Communications Corporation (Nasdaq:DCEL) -- http://www.dobson.net/-- provides wireless service in rural and suburban areas of the US. The company owns wireless operations in 17 states. * * * Moody's Investor Service placed Dobson Communications Corporation's long term corporate family and probability of default ratings at 'B2' in July 2007. The ratings still hold to date. DOBSON COMMS: Gives Notice of Right to Convert 1.5% Sr. Debentures ------------------------------------------------------------------ Dobson Communications Corporation has given a notice to the holders of its $160 million aggregate principal amount of 1.50% Senior Convertible Debentures due 2025 (CUSIP Nos. 256069AG2 and 256069AG0). The notice was issued pursuant to an Indenture, dated as of Sept. 13, 2005, for the Debentures between the company, as issuer, and Bank of Oklahoma, National Association, as trustee. As reported in the Troubled Company Reporter on July 2, 2007, the company entered into an Agreement and Plan of Merger, among the Company, AT&T Inc. and Alpine Merger Sub, Inc., which contemplates that Merger Sub will be merged with and into the company with the Company being the surviving corporation in the merger. At the effective time of the Merger, each share of Class A Common Stock, par value $.001 per share, and Class B Common Stock, par value $.001 per share, of the Company (other than certain excluded shares of the Common Stock) will be converted into the right to receive $13 per share in cash, less applicable tax withholdings. Holders should be aware that after one Business day prior to the Fundamental Change Repurchase Date, the Debentures will no longer be convertible pursuant to Section 15.01(a)(vi) of the Indenture and therefore will be convertible only upon the occurrence of other events permitting conversion under the Indenture. Further, as a result of the Merger, the Debentures have become convertible for an amount of cash in a fixed amount without regard to when they are converted. Holders may exercise their conversion right by duly completing and manually signing the conversion notice attached to the notice provided to holders of the Debentures and delivering the Conversion Notice and the Debentures, duly endorsed for transfer, to the conversion agent at: Attn: Timothy M. Cook and Rachel Redd-Singleton Corporate Trust Bank of Oklahoma, National Association 9520 North May, 2nd Floor Oklahoma City, OK 73120 Holders in need of a Conversion Notice should contact the conversion agent. The company gave notice to all holders of the Debentures and the Trustee, pursuant to Sections 3.04, 3.06, 11.03, 15.04, 15.06 and 15.12(a) of the Indenture, that: (i) on Nov. 15, 2007, the company entered into a Supplemental Indenture with the Trustee, which provides that: (a) the Debentures shall, without the consent of any holder of the Debentures, be convertible into the right to receive only $1,362.42 in cash per $1,000 principal amount of the Debentures, (b) the term Applicable Conversion Rate as used in the Indenture and the Supplemental Indenture shall mean 104.8016 shares of Common Stock per $1,000 principal amount of the Debentures if the Debentures are converted at least one Business Day before the Fundamental Change Repurchase Date or 97.0685 shares of Common Stock per $1,000 principal amount of the Debentures if the Debentures are converted on or after the Fundamental Change Repurchase Date; however, holders should be aware that the Applicable Conversion Rate will not determine what a holder receives upon conversion which will be a fixed amount of cash of $1,362.42, and (c) effective as of Nov. 15, 2007, the company, as the surviving corporation in the Merger, assumes the due and punctual payment of the principal of, and premium, if any, and interest on all of the Debentures, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or satisfied by the company; (ii) the Merger became effective on Nov. 15, 2007, which Merger constituted a Fundamental Change and a Non-Stock Change of Control; (iii) the CUSIP numbers for the Debentures are 256069AG2 and 256069AG0; (iv) the Debentures have become convertible into cash, and the applicable Conversion Rate is 104.8016 for the period ending one Business Day before the Fundamental Change Repurchase Date; (v) the company has irrevocably elected to pay all amounts payable upon conversion of the Debentures in cash and to not issue any shares in respect of the $1,362.42 to be paid in cash per $1,000 principal amount of the Debenture; (vi) the Fundamental Change Repurchase Date is Dec. 19, 2007, and holders of the Debentures must exercise their right to elect conversion prior to 5:00 p.m., New York City time, at least one Business Day prior to the Fundamental Change Repurchase Date in accordance with the terms of the Indenture, including, without limitation, delivering to the Trustee a Conversion Notice, in the form attached, prior to such time; (vii) the company is offering to repurchase Debentures in accordance with Section 3.04 of the Indenture at a cash repurchase price equal to 100% of the principal amount of the Debentures being repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date, subject to the satisfaction by the repurchasing holder of the conditions set forth in the Indenture; (viii) the accrued and unpaid interest on the Debentures to, but excluding, the Fundamental Change Repurchase Date, will be equal to $3.25 per $1,000 principal amount; (ix) holders of the Debentures must exercise their right to elect to have the company repurchase their Debentures pursuant to Section 3.04 of the Indenture prior to 5:00 p.m., New York City time, on the Fundamental Change Repurchase Date in accordance with the terms of the Indenture, including, without limitation, delivering to the Trustee a Repurchase Notice; (x) the Trustee will act as the Conversion Agent and Paying Agent (in addition to its capacity as the Trustee) from Nov. 15, 2007; (xi) the Debentures must be surrendered to the Trustee in order to receive: (a) the Conversion Consideration in cash upon conversion of the Debentures or (b) the Repurchase Price upon repurchase of the Debentures, as applicable, in each case in accordance with the terms of the Indenture; and (xii) the Debentures as to which a Repurchase Notice has been given may be converted only if the Repurchase Notice is withdrawn in accordance with the terms of the Indenture. A holder may withdraw its Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Fundamental Change Repurchase Date by delivering a valid written notice of withdrawal in accordance with Section 3.07. will preserve, maintain, and continue to support the Divestiture Assets and will take all steps to manage them in a way as to permit prompt divestiture. AT&T, Dobson, and the Management Trustee must abide by the same provisions relating to the duties of the Management Trustee and the preservation of the Divestiture Assets as those contained in the DOJ settlement agreement. AT&T and Dobson will be allowed 120 days from the closing of their transaction or five days after notice of entry of the Final Judgment, whichever is later, to divest the Divestiture Assets prior to the second stage of the divestiture procedures becoming operative. Upon application by the Applicants to the Wireless Telecommunications Bureau, the Bureau may grant one or more extensions to the Management Period not to exceed 60 days in the aggregate to allow the Applicants further time to dispose of the Divestiture Assets. Upon expiration of the Management Period, any Divestiture Assets that remain owned by the Applicants shall be irrevocably transferred to a Divestiture Trustee, who will be solely responsible for accomplishing disposal of the Divestiture Assets. The Divestiture Trustee shall use its best efforts to sell the Divestiture Assets within six months of appointment, subject to the FCC's regulatory powers and process with respect to license transfers and assignments. About AT&T Inc. Headquartered in San Antonio, Texas, AT&T Inc. (NYSE:T) -- http://www.att.com/-- is a holding company whose subsidiaries and affiliates operate in the communications services industry both domestically and internationally providing wireline and wireless telecommunications services and equipment, well as directory advertising and publishing services. The services and products offered by the company include local exchange services, wireless communications, long-distance services, data/broadband and Internet services, telecommunications equipment, managed networking, wholesale services, directory advertising and publishing. About Dobson Communications Corporation Headquartered in Oklahoma City, Dobson Communications Corporation (Nasdaq:DCEL) -- http://www.dobson.net/-- provides wireless service in rural and suburban areas of the US. The company owns wireless operations in 17 states. * * * Moody's Investor Service placed Dobson Communications Corporation's long term corporate family and probability of default ratings at 'B2' in July 2007. The ratings still hold to date. DPL CAPITAL: Moody's Puts Securities' Ba1 Rating Under Review ------------------------------------------------------------- Moody's Investors Service placed the debt ratings of DPL Inc. and The Dayton Power and Light Company under review for possible upgrade. Ratings placed under review include DPL's Baa3 senior unsecured debt and DP&L's A3 senior secured debt and Baa1 Issuer Rating. The review is prompted by: 1) The company's strong financial performance, with cash flow coverage measures that compare favorably with other similarly rated utilities; 2) The continued deleveraging of the parent company following the redemption of $225 million of senior notes earlier this year; 3) A reduction in business risk resulting from the completed sale of two generating units for $151 million; 4) The expected completion of the bulk of its environmental capital expenditure program by the end of 2007, well ahead of many other utilities, and the anticipated strong free cash flow generation over the next several years; 5) The resolution and settlement of litigation with the company's former management team. The review of DPL and DP&L's ratings will focus on the company's business plan and management strategy going forward; plans for further debt reduction at the parent company; the effect that a potential carbon tax or new environmental requirements will have on the predominantly coal fired utility; and the prospects for reregulation or other changes to the regulatory framework for investor-owned utilities in Ohio, particularly as it would affect the company beyond the expiration of its rate stabilization plan in 2010. Ratings on review for possible upgrade include: * DPL's Baa3 senior unsecured debt; * DP&L's A3 senior secured debt; Baa1 Issuer Rating; and Baa3 preferred stock; * DPL Capital Trust II's Ba1 trust preferred securities. DPL Inc., headquartered in Dayton, Ohio, is a diversified regional energy company operating in Ohio through its subsidiaries The Dayton Power and Light Company and DPL Energy, LLC. DUKE FUNDING: Fitch Junks Ratings on Two Note Classes ----------------------------------------------------- Fitch has downgraded five classes of notes from Duke Funding High Grade II-S / EGAM I, LTD. These rating actions are effective immediately: -- $120,000,000 class A2 notes to 'BBB-' from 'AAA' and are placed on Rating Watch Negative; -- $50,000,000 series 2 class A2 notes to 'BBB-' from 'AAA' and are placed on Rating Watch Negative; -- $60,000,000 class B1 notes to 'BB' from 'AA+' and remain on Rating Watch Negative; -- $25,000,000 series 2 class B1 notes to 'BB' from 'AA+' and remain on Rating Watch Negative; -- $78,000,000 class B2 notes to 'BB-' from 'AA-' and remain on Rating Watch Negative; -- $32,500,000 series 2 class B2 notes to 'BB-' from 'AA-' and remain on Rating Watch Negative; -- $48,000,000 class C notes to 'B' from 'BB' and remain on Rating Watch Negative; -- $20,000,000 series 2 class C notes to 'B' from 'BB' and remain on Rating Watch Negative; -- $21,000,000 class D notes to 'CCC' from 'B' and remain on Rating Watch Negative; -- $8,750,000 series 2 class D notes to 'CCC' from 'B' and remain on Rating Watch Negative. The ratings of the class A2, B-1, and B-2 notes reflect the likelihood that investors will receive periodic interest payments through the redemption date as well as their respective stated principal balances. The ratings of class C and D notes only reflect the likelihood that investors will ultimately receive their interest and principal balances upon the legal final maturity date. Duke Funding is a collateralized debt obligation that closed March 15, 2006 and is managed by Ellington Global Asset Management, LLC, a majority owned subsidiary of Ellington Management Group, LLC. The proceeds of the notes are used to acquire a diversified portfolio of 'AAA' rated, primarily floating-rate private-label prime, mid-prime, and sub-prime residential mortgage-backed securities. The portfolio is levered using reverse repurchase agreements. The notes have been downgraded due to declining portfolio value along with continued concerns about the availability of repo funding with terms similar to those that are currently in place with respect to haircuts and funding rates. The reinvestment period of the transaction has been suspended due to reduction in long-term repo capacity and breach of committed excess liquidity test. The credit quality of the underlying assets has remained stable but the manager has deleveraged the structure and realized some losses. DUNLINE RUBBER: Surging Canadian Dollar Cues Closure and Lay Offs ----------------------------------------------------------------- Dunline Rubber Products Co. is set to close in a quarter's time and lay off about 30 employees, Hank Daniszewski writes for Sun Media. The company is among those who are adversely affected by the rise in the Canadian dollar since it is largely dependent on export sales, Sun Media reports, citing Dunline president Carl Hannigan. The Canadian Auto Workers union representing the company's employees has consented to the bankruptcy, Sun Media relates, citing CAW president Tim Carrie. Huron Park, Ontario-based Dunline Rubber Products Co. -- http://www.dunline.com/-- manufactures and exports rubber and plastic hose and belting. It exports products to Algeria, Argentina, Austria, Brazil, Colombia, Ecuador, France, Germany, Hong Kong, Italy, Japan, South Korea, Spain, Taiwan, United Kingdom, United States, and Venezuela. DUNMORE HOMES: Wants to Hire Pachulski Stang as Counsel ------------------------------------------------------- Dunmore Homes Inc. asks the United States Bankruptcy Court for the Southern District of New York for permission to employ Pachulski Stang Ziehl & Jones LLP as its counsel, nunc pro tunc Nov. 8, 2007. As the Debtor's counsel, PSZJ will: a) provide legal advice to the Debtor with respect to its powers and duties as a debtor in possession in the continued operation of its business and management of its property; b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to the claims filed against the Debtor's estate; c) assist the Debtor in obtaining approval of disclosure statement and confirmation of its Chapter 11 plan of reorganization; d) prepare on behalf of the Debtor necessary application, motions, answers, orders, reports and other legal papers; e) appear in Court and to protect the interest of the Debtor before the Court; and f) perform all other legal services for the Debtor that may be necessary and proper in this proceeding. The firm's principal attorneys designated to represent the Debtor and their current standard hourly rates are: Attorneys Hourly Rate --------- ----------- Richard M. Pachulski, Esq. $795 Debra I. Grassgreen, Esq. $575 Maria A. Bove, Esq. $395 Debra I. Grassgreen, Esq., a partner of the firm, assures the Court that 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. Ms. Grassgreen can be reached at: Debra I. Grassgreen, Esq. Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 36th Floor New York, NY 10017,2024 Tel: (212) 561-7700 Fax: (212) 561-7777 http://www.pszjlaw.com/ Headquartered in Granite Bay, California, Dunmore Homes Inc. is a privately-owned homebuilder. The company filed for Chapter 11 protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533). The Debtor has selected Kurtzman Carson Consultants LLC as its claims agent. The U.S. Trustee for Region 2 has not appointed any creditors to serve on an Official Committee of Unsecured Creditors in this case to date. The Debtor said that the book value of the its consolidated assets is approximately $280,592,251 and consolidated liabilities is approximately $250,285,447, for the nine months ended Sept. 30, 2007. DUNMORE HOMES: Taps Alvarez & Marsal North America as Consultant ---------------------------------------------------------------- Dunmore Homes Inc. seeks authority from the United States Bankruptcy Court for the Southern District of New York to employ Alvarez & Marsal North America LLC, as its consultant, nunc pro tunc Nov. 8, 2007. Under the employment agreement, A&M North America will provide consulting services to the Debtor's chief executive officer and boardo of directors in connection with the firm's efforts to stabilize the Debtor's financial performance and assist the Debtor in its reorganization effort. Specifically, the firm will: a) assist in evaluation of the Debtor's current business plan and in preparation of a revised operating plan and cash flow forecast; b) assist in identification of cost reduction and cash conservation opportunities; c) assist in the development of a revised cash management process; d) assist in financing issues, including assistance in preparation of reports and liaison with creditors; and e) other activities as may be approved by the Debtor and agreed to by the firm. The Debtor tells the Court that A&M North America will be entitled to receive a flat monthly fee of $100,000 for the services of the firm's managing director, Scott Brubaker. The firm's professionals and their compensation rates are: Designations Hourly Rate ------------ ----------- Managing Directors $575 - $700 Directors $400 - $550 Associates $300 - $400 Analysts $250 - $300 Mr. Brubaker assures the Court that 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. Headquartered in Granite Bay, California, Dunmore Homes Inc. is a privately-owned homebuilder. The company filed for Chapter 11 protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533). The Debtor has selected Kurtzman Carson Consultants LLC as its claims agent. The U.S. Trustee for Region 2 has not appointed any creditors to serve on an Official Committee of Unsecured Creditors in this case to date. The Debtor said that the book value of the its consolidated assets is approximately $280,592,251 and consolidated liabilities is approximately $250,285,447, for the nine months ended Sept. 30, 2007. DUNMORE HOMES: Taps A&M Securities as Investment Banker ------------------------------------------------------- Dunmore Homes Inc. seeks authority from the United States Bankruptcy Court for the Southern District of New York to employ Alvarez & Marsal Securities LLC, as its financial advisor and investment banker, nunc pro tunc Nov. 8, 2007. The Debtor tells the Court that A&M Securities will provide investment banking services with respect to any potential restructuring transaction, financing and sale transaction. Specifically, A&M Securities' services includes: a) with respect to any financial advisory services, the firm will: i) review the Debtor's business, business plan and strategic and financial position; ii) assist with the formulation, evaluation, implementation of various options for a restructuring, financing, reorganization, merger, or sale the Debtor or its assets or business. b) with respect to any restructuring transaction, the firm will: i) provide financial advisory services to the Debtor in connection with developing, and seeking approval for any restructuring plan; ii) provide financial advisory services to the Debtor in connection with any structuring of new securities to be issued under a restructuring plan; iii) assist the Debtor in negotiations with creditors, shareholders and other appropriate parties-in-interest; and iv) participate in hearing before the Bankruptcy Court with respect to matters upon which of the firm has provide advice; c) with respect to any financing transaction, the firm will: i) assist in preparing a private placement memorandum with any amendments and supplements thereto; ii) assist in identifying and contacting prospective investors as well as in soliciting indications of interest in a financing transaction among prospective investors; iii) assist in evaluation indications of interest received from prospective investors; iv) assist in negotiating the financial terms and structure of a financing transactional; v) provide other financial advisory services and investment banking services reasonably necessary to accomplish the foregoing and consummate a financing transaction; d) with respect to any sale transaction, the firm will: i) assist in preparing any offering memorandum for distribution and presentation to prospective purchasers, if necessary; ii) assist in soliciting interest in a transaction among prospective purchasers; iii) assist in evaluating proposals received from prospective purchasers; iv) advise the Debtor as to the structure of any sale transaction, including the valuation of any non-cash consideration; v) assist in negotiating the financial terms and structure of any sale transaction; and vi) provide other financial advisory services and investment banking services reasonable necessary to accomplish the foregoing and consummate a sale transaction. Compensation The Debtor agreed to pay the firm a non-refundable cash fee of $50,000 per month. In addition, the firm will be entitled to receive: a) restructuring transaction fee in the amount of 1% of any indebtness; b) financing transaction fee equal to the sum of: i) 2.5% of the aggregate first-lien secured, bank debt, second-lien, unsecured, senior and nonsenior notes and subordinated debt raised; and ii) 4.5% of the aggregate amount of equity and equity- linked securities place. c) sale transaction fee in the amount of $1.75% of the cumulative aggregate gross consideration from the first and all subsequent sale transactions. Marc Liebman, a managing director of the firm, assures the Court that the firm does not hold any interest adverse to the Debtor's estate is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Headquartered in Granite Bay, California, Dunmore Homes Inc. is a privately-owned homebuilder. The company filed for Chapter 11 protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533). The Debtor has selected Kurtzman Carson Consultants LLC as its claims agent. The U.S. Trustee for Region 2 has not appointed any creditors to serve on an Official Committee of Unsecured Creditors in this case to date. The Debtor said that the book value of the its consolidated assets is approximately $280,592,251 and consolidated liabilities is approximately $250,285,447, for the nine months ended Sept. 30, 2007. DWIGHT AVIS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Dwight Eugene Avis, Jr. P.O. Box 1416 Vienna, VA 22183-1416 Bankruptcy Case No.: 07-13483 Chapter 11 Petition Date: November 14, 2007 Court: Eastern District of Virginia (Alexandria) Debtor's Counsel: Steven B. Ramsdell, Esq. Tyler, Bartl, Gorman & Ramsdell, P.L.C. 700 South Washington Street, Suite 216 Alexandria, VA 22314 Tel: (703) 549-5000 Fax: (703) 549-5011 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 ------ --------------- ------------ Charles R. Hermanek $100,000 7630 Provincial Drive, Suite 211 McLean, VA 22102 Elise Rosenthal/Bill Thompson Deficiency claim $59,000 1100 Swan Point Road on foreclosed Woodbridge, VA 22192 real estate Carolyn and Paul Bennett $25,000 8211 Greentree Manor Lane Fairfax Station, VA 22039 Charles Wilbur $23,500 Debra Rottler $19,400 Willa Jane Brown $16,125 The Carpet Company, Inc. $15,000 Dick Betts Medical Services $8,000 Aranzo Milborne $5,000 Climate Heating and Cooling $3,500 Gary G. Patterson, Esq. Legal Fees $3,100 Lynn Dworsky, MD Medical Services $3,000 William Brown $3,000 Amen Clinic Medical Services $2,200 Applied Card Bank Credit Cards $1,585 Turners Service Company Inc. $1,550 William K. Romoser $1,500 Chris O'Dell Lawn Service $1,200 Heritage Harbor Community Homeowners' assessment $1,100 Association Atlantic Coast Home Inspection $850 EDS CORP: Buying Saber Holdings 93% Stake for $420 Million ---------------------------------------------------------- EDS Corp. has agreed to purchase an approximate 93% equity interest in Saber Holdings Inc., including majority shareholder Accel-KKR, for approximately $420 million in cash. Saber's chief executive officer Nitin Khanna and president and chief operating officer Karan Khanna will retain an approximate 7% interest in Saber and continue to lead the company after the closing. "This transaction creates a growth opportunity for EDS as Saber brings complementary capabilities to EDS' already strong presence in the U.S. state and local government market, and is consistent with our strategy to move aggressively into higher-value application services," Joe Eazor, EDS executive vice president, corporate strategy and business development, said. "The combination of Saber's industry-leading applications portfolio, geographic breadth and deep understanding of government technology needs, together with EDS' global resources and demonstrated strengths in systems integration, will provide unmatched, end-to-end solutions for clients," Mr. Eazor continued. "The transaction with Saber demonstrates EDS' commitment to the U.S. government sector and our strategy to provide mission- critical applications to the state and local government market," Dennis Stolkey, EDS vice president and general manager, U.S. Government, commented. "Saber has an impressive track record of success in serving rapidly growing segments of the government market. They have a strong, dynamic management team along with a leverageable delivery model that fits well with EDS' strategic approach to serve the needs of state and local governments. "EDS has collaborated with Saber on projects in the past, and we are well aware of the capabilities they bring to our partnership," Mr. Stolkey said. "We look forward to building on our already close relationship and the opportunity to help our government clients improve service to citizens, gain efficiencies in their work processes and reduce costs." "At Saber, we cannot imagine having better clients than government organizations who themselves are committed to their citizens," Nitin Khanna, chief executive officer of Saber, said. "As such, Saber has always been dedicated to providing government clients with customized software that enables them to serve their citizens quickly and efficiently." "Augmenting this capability with products, services, assets and talent from EDS will allow Saber to provide clients with the comprehensive solutions that today's sophisticated citizen demands," Mr. Khanna added. "We are delighted with our new relationship with EDS as we believe it will enable us to take our already successful business to the next level while continuing to provide 'white glove' service to our clients," Karan Khanna, president and chief operating officer of Saber, said. The state and local government market for IT services is an attractive growth segment valued at approximately $50 billion by research firm INPUT and is estimated to have a compound annual growth rate of nearly 8%, driven by modernization of legacy systems and strong demand in new market segments for software and service solutions. Last year, approximately $3.3 billion, or 16%, of EDS' revenue came from U.S. Government clients. The transaction, which is subject to termination of the Hart-Scott-Rodino antitrust waiting period, is expected to close before year-end. The acquisition is not expected to have a material impact on EDS' 2008 earnings, but is expected to be accretive to free cash flow in 2008. About Saber Holdings Inc. Headquartered in Portland, Oregon, Saber Holdings Inc. -- http://www.sabercorp.com/-- is a privately held company that has customer relationships with state and local government entities across the country. Founded in 1997, the company provides software and services that underpin essential functions such as voter registration, election management, public retirement programs, human services, public health services, motor vehicles, unemployment insurance, and forms and document processing. About Accel-KKR Accel-KKR - http://www.accel-kkr.com/-- is a technology-focused private equity firm that invests in technology businesses. Accel- KKR has a particular focus on the following transactions: Recapitalizations of family-owned or closely-held private companies, divisional buyouts of larger companies, and going- private transactions. About EDS Corp. Based in Plano, Texas, Electronic Data System Corp. (NYSE: EDS) -- http://www.eds.com/-- is a global technology services company delivering business solutions to its clients. EDS founded the information technology outsourcing industry more than 40 years ago. EDS delivers a broad portfolio of information technology and business process outsourcing services to clients in the manufacturing, financial services, healthcare, communications, energy, transportation, and consumer and retail industries and to governments around the world. * * * Moody's placed EDS Corp.'s senior unsecured debt rating at 'Ba1' in July 2004, and its probability of default rating at 'Ba1' in September 2006. The outlook is positive. The ratings still hold to date. EJD CORP: Case Summary & Four Largest Unsecured Creditors --------------------------------------------------------- Debtor: E.J.D. Corporation dba Greenway Propane 15351 Northeast Highway 27A Williston, FL 32696 Bankruptcy Case No.: 07-10286 Type of Business: The Debtor provides propane gas. Chapter 11 Petition Date: November 15, 2007 Court: Northern District of Florida (Gainesville) Debtor's Counsel: Richard A. Perry, Esq. Trow, Appleget & Perry 1 Northeast 1st Avenue, Suite 303 Ocala, FL 34470 Tel: (352) 732-2299 Fax: (352) 732-4184 Total Assets: $1,865,010 Total Debts: $1,355,074 Debtor's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Perkins State Bank Loan $370,789 P.O. Box 788 Williston, FL 32696 B.P.C. Leasing, L.L.C. 5 year lease for a $40,000 P.O. Box 30545 2001 Chevrolet Memphis, TN 38130 Bobtail truck Quality Steel Open account for $16,000 P.O. Box 249 tanks Cleveland, MS 38732-0249 P.S.I. Supplies $5,600 ENRON CORP: Government Gets Go Ahead to Seek Lay's Assets --------------------------------------------------------- U.S. District Judge Ewing Werlein, on Nov. 14, 2007, ruled that the government can proceed in its effort to seize around $13 million in assets from the estate of former Enron Corp. CEO and founder Kenneth Lay, Kristen Hays of the Houston Chronicle reports. According to the Houston Chronicle, the amount includes: * $2.5 million that Mr. Lay used to pay off a condominium's mortgage days after Enron filed for bankruptcy; * $10 million that was controlled by a partnership named after Mr. Lay and his wife Linda; and * $22,000 in a bank account. Judge Werlein said that the prosecutors had given enough allegations of criminal activity connected to the cash and property in question in order to pursue its case, the report adds. As previously reported in the Troubled Company Reporter, on May 25, 2006, the jury found Mr. Lay and his co-accused, former Enron CEO Jeffrey Skilling guilty of conspiracy and securities and wire fraud in the Enron fraud case. Mr. Lay died of a heart attack on July 5, 2006, while vacationing in Aspen, Colorado. As reported in the Troubled Company Reporter on Nov. 20, 2006, the Honorable Sim Lake of the U.S. District Court for the Southern District of Texas vacated the conviction Mr. Lay, ruling that his death before he could file an appeal practically voided his conviction. Judge Lake said that under existing federal laws that were used as precedent ruling by the Fifth Judicial District, a defendant's conviction could be dismissed if the defendant dies before he or she could appeal the conviction. The 5th U.S. Circuit Court of Appeals affirmed the ruling of Judge Lake. According to the Houston Chronicle, the government had originally planned to pursue the seizure of the assets based on the convictions. However, with the conviction vacated, the government will once again have to prove his guilt at a civil forfeiture trial. The report adds that Samuel Buffone, Esq., counsel for Mrs. Lay, said that they will continue to fight and are confident that the court will determine that the government has no valid claims on the assets. With the ruling, the case can now proceed although no trial or hearings have been set, the Houston Chronicle discloses. Based in Houston, Texas, Enron Corporation filed for chapter 11 protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033) following controversy over accounting procedures, which caused Enron's stock price and credit rating to drop sharply. Judge Gonzalez confirmed the Company's Modified Fifth Amended Plan on July 15, 2004, and numerous appeals followed. The Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004. Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen, Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler, Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP, Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L. Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent the Debtors. Jeffrey K. Milton, Esq., Luc A. Despins, Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. The Debtors filed their Chapter Plan and Disclosure Statement on July 11, 2003. On Jan. 9, 2004, they filed their fifth Amended Plan and on the same day the Court approved the adequacy of the Disclosure Statement. On July 15, 2004, the Court confirmed the Debtors' Modified Fifth Amended Plan and that plan was declared effective on Nov. 17, 2004. ER BANG: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Dr. E.R. Bang & Associates, P.A. 3319 North Main Street Anderson, SC 29621 Bankruptcy Case No.: 07-06338 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Eric Riley and Amie Sue Bang 07-06342 Chapter 11 Petition Date: November 15, 2007 Court: District of South Carolina (Spartanburg) Judge: Helen E. Burris Debtors' Counsel: Robert H. Cooper, Esq. The Cooper Law Firm 3523 Pelham Road Suite B Greenville, SC 29615 Tel: (864) 271-9911 Fax: (864) 232-5236 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million A. Dr. E.R. Bang & Associates, P.A.'s list of its Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ford Motor Credit 2008 Ford F450 $54,000 c/o National Bankruptcy Secured: Service Center $50,000 P.O. Box 55000 Detroit, MI 48255 B. Eric Riley and Amie Sue Bang's list of their 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America $161,000 P.O. Box 100290 Secured: Columbia, SC 29202-3290 $200,000 Peoples Bank of IVA $87,596 605 North Main Street Secured: Anderson, SC 29621 $200,000 Dell Revolving Credit $3,957 3500A Wadley Place Austin, TX 78728 Citi Financial Credit Card $3,359 Bank of America Revolving Credit $1,699 ANMED Health Medicals $1,330 GEMB/Whitehall Line of Credit $390 Sheffield Financial LLC $263 Piedmont Pathology Associates Medical Bill $238 Anderson Dermatology & Skin Medical Bill $166 Diagnostic Radiology Medical Bill $95 Bank of America Unknown FARM AND GARDEN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Farm and Garden Depot, Inc. 14147 Highway 278 East Covington, GA 30014-1701 Bankruptcy Case No.: 07-79224 Chapter 11 Petition Date: November 15, 2007 Court: Northern District of Georgia (Atlanta) Judge: James Massey Debtor's Counsel: David R. Trippe, Esq. P.O. Box 193 Sautee Nacoochee, GA 30571 Tel: (706) 878-7030 Estimated Assets: Less than $10,000 Estimated Debts: $1 Million to $100 Million Debtor's list of its 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ IRS $90,000 P.O. Box 2112 Philadelphia, PA 19114-0326 Southern States $38,272 P.O. Box 932457 Atlanta, GA 31193 Georgia Department of Revenue $32,421 P.O. Box 105499 Atlanta, GA 30348-5499 House Hasson Hardware Company $28,005 IKEX $19,752 Advanta Credit Card $11,540 Tri-Check $10,901 Pennington Seed $9,768 Cowart Mulch Products $7,745 Wood-Tech $7,570 Harlan Fegler Farms $6,662 Newton County Tax $6,200 Chase Credit Card $4,839 Creative Mulch $3,780 Woco Pep Oil $3,747 Little-Woodall $3,447 Cherokee $3,398 Buckeye Feed $2,634 Bosse Concrete $2,379 Custom Stone Handlers, CSH $2,379 FIRST MAGNUS: Gets Court OK to Retain Ludwig Schacht as Auditor --------------------------------------------------------------- First Magnus Financial Corporation obtained permission from the U.S. Bankruptcy Court for the District of Arizona to continue employing Ludwig, Schacht & Klewer PLLC, as auditor, under Section 327(a) of the Bankruptcy Code. Ludwig has agreed with a fee arrangement of $7,000 to $8,500 for the 2006 audit and another $7,000 to $8,500 for the 2007 audit. Chris Ludwig, a Certified Public Accountant and employee at Ludwig, in Tucson, Arizona, tells the Court that the firm does not hold any interest adverse to the Debtor, its creditors, and other parties-in-interest. He assures the Court that the firm is a "disinterested person" as required by Section 327(a) and within the meaning of Section 101(14) of the Bankruptcy Code. The Debtor previously hired Chris Ludwig and his firm for "matters unrelated to the bankruptcy case," in accordance with the Court's order approving the retention of ordinary course professionals. Payments to each OCPs, however, are capped at $25,000 per month. The firm can be reached at: Ludwig, Schacht & Klewer PLLC 4783 E. Camp Lowell Drive Tucson, AZ 85712 Tel: (520) 545-0500 Fax: (520) 545-0555 http://www.ludwigklewer.com/ About First Magnus Based in Tucson, Arizona, First Magnus Financial Corporation -- http://www.firstmagnus.com/-- purchases and sells prime and Alt-A mortgage loans secured by one-to-four unit residences. The company filed for chapter 11 protection on Aug. 21, 2007 (Bankr. D. Ariz. Case No.: 07-01578). John R. Clemency, Esq., at Greenberg Traurig LLP serves as the counsel for the Debtor. The Official Committee of Unsecured Creditors has selected the firm Warner Stevens LLP as its counsel. When the Debtor filed for bankruptcy, it listed total assets of $942,109,860 and total debts of $812,533,046. The Debtor's exclusive period to file a plan expires on Dec. 19, 2007. (First Magnus Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-7000). FIRST MAGNUS: Selects Fennemore Craig as Special Counsel -------------------------------------------------------- First Magnus Financial Corporation asks the Court's authority to employ Fennemore Craig PC, as special litigation counsel, nunc pro tunc to Aug. 21, 2007. As litigation counsel, Fennemore will represent the Debtor's interest in pursuing three litigation cases it filed against 75 defendants, in which the Debtors asserted claims to recover its financial losses arising from the defendants alleged negligence, breach of contract, involvement in fraudulent acts, among others. In one litigation case lodged in the United States District Court, District of Nevada, the Debtor hopes for significant recovery of the more than $1,500,000 in losses it incurred. Fennemore will also handle three pre-litigation cases, in which the Debtor also suffered millions of dollars in losses, and anticipates for partial recovery of its losses in each case. Ali J. Farhang, director and shareholder of Fennemore, will serve as the lead counsel on these cases. Mr. Farhang has expertise in mortgage fraud recover cases, according to the Debtor. The Debtor will pay Mr. Farhang at an hourly rate of $275. Other attorneys and paralegals of Fennemore who may render services will be paid based on the firm's applicable hourly rates: Designation Hourly Rate ----------- ----------- Shareholders $275 - $500 Associates $190 - $290 Legal Assistants/ $125 - $170 Paralegals Mr. Farhang assures the Court that Fennemore does not hold or represent any interest adverse to the Debtor and its estate. He adds that the firm has represented, presently represents or has connections with certain persons and entities but only in matters unrelated to the Debtor's bankruptcy case. The firm can be reached at: Fennemore Craig PC One South Church Avenue, Suite 1000 Tucson, AZ 85701-1627 Tel: (520) 879-6800 Fax: (520) 879-6899 Voice Mail: (520) 879-6897 http://www.fclaw.com/ About First Magnus Based in Tucson, Arizona, First Magnus Financial Corporation -- http://www.firstmagnus.com/-- purchases and sells prime and Alt-A mortgage loans secured by one-to-four unit residences. The company filed for chapter 11 protection on Aug. 21, 2007 (Bankr. D. Ariz. Case No.: 07-01578). John R. Clemency, Esq., at Greenberg Traurig LLP serves as the counsel for the Debtor. The Official Committee of Unsecured Creditors has selected the firm Warner Stevens LLP as its counsel. When the Debtor filed for bankruptcy, it listed total assets of $942,109,860 and total debts of $812,533,046. The Debtor's exclusive period to file a plan expires on Dec. 19, 2007. (First Magnus Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-7000). FIRST MAGNUS: Wants to Sell Pima County Property for $1.6 Million ----------------------------------------------------------------- First Magnus Financial Corporation asks the U.S. Bankruptcy Court for the District of Arizona for authority to sell its Pima County real property for $1,600,000 to Rynoke, LLC, or to a party providing the highest bid for the property at an auction. The property is about 105,979 square feet located in Tucson City, Pima County. Pursuant to a Commercial and Industrial Real Estate Sale Contract, entered into on Oct. 26, 2007, the Rynoke has offered to purchase the Property for $1,600,000, on these terms: * Rynoke would pay $50,000 as earnest money within 10 days after the execution of the contract, which is to be deposited in the insured trust or escrow account at lawyers Title Agency of Arizona, LLC; * Upon expiration of a 60-day inspection period, the earnest money should become nonrefundable to Rynoke, except in the event of the Debtor's default, a condition to purchase obligation to close is not satisfied or waived by Rynoke or if the Court accepts another higher offer on the property before the closing; * Unless otherwise provided in the Contract, the Debtor should make any payments required on existing mortgages or deeds of trust until closing, and upon closing, all debts with respect to the property should be discharged from the Debtor's proceeds; * The rents, income and expenses from the Property should be prorated between the Debtor and Rynoke, and that the Debtor should pay in full from its closing funds, all tax liens, special assessments, and material or workman's liens against the property upon the closing of the sale, whether or not these are payable in installments; and * The Debtor would maintain its current fire and extended coverage insurance, if any, on the property until closing and do necessary maintenance, upkeep and repair to the property until closing. Todd A. Burgess, Esq., at Greenberg Traurig, P.A. in Miami, Florida, says that the sale of property to Rynoke will be subject to competitive bidding to maximize its realizable value. The Debtor propose these procedures: (1) At the date and time set by the Court to consider approval of the sale, the Court will conduct an auction sale of the Property; (2) The Debtor will send notices of the proposed sale and copies of the Sale Contract to prospective bidders for the property identified by the Debtor and other key constituents in the Chapter 11 case; (3) Parties interested in bidding for the Property must submit a refundable fund deposit for $50,000 to MCA Financial Group, Ltd., before the sale hearing; (4) At the sale hearing, the Court will begin the auction with Rynoke's offer of $1,600,000 on the terms stated in the Sale Contract; and (5) At the conclusion of the auction, the Debtor will ask the Court to approve the sale of the Property to the highest bidder. If the bidder fails to close the sale in accordance with the terms of the sale contract, the Debtor will ask the Court to certify the next highest bid as a back-up bid, in which it will be authorized to sell the property to the bidder who has offered the next highest bid. The Debtor will return all bid deposits to qualified bidders, excluding the bid deposit submitted by the bidder who has made the highest offer, within a day after the conclusion of the hearing. If the highest bidder fails to close the sale in accordance with the terms of the sale contract, the bidder who has made the next highest offer must deliver again the bid deposit to the Debtor within three days after receiving notice from the Debtor, otherwise its back-up bid will be deemed revoked. The Debtor also seeks the Court's permission to employ, under Section 327(a) of the Bankruptcy Code, Larry Lewi of Town West Realty, as real estate broker in connection with the sale. Larry Lewi, who procured and negotiated the offer to Rynoke, will be paid a 6% sales commission at the closing of the sale. Mr. Lewis informed the Court that he does not hold any interest adverse to the Debtor, its estate and any parties-in-interest with a potential conflict in the bankruptcy case. He said he is a disinterested person as required by Section 327(a) and within the meaning of Section 101(14) of the Bankruptcy Code. About First Magnus Based in Tucson, Arizona, First Magnus Financial Corporation -- http://www.firstmagnus.com/-- purchases and sells prime and Alt-A mortgage loans secured by one-to-four unit residences. The company filed for chapter 11 protection on Aug. 21, 2007 (Bankr. D. Ariz. Case No.: 07-01578). John R. Clemency, Esq., at Greenberg Traurig LLP serves as the counsel for the Debtor. The Official Committee of Unsecured Creditors has selected the firm Warner Stevens LLP as its counsel. When the Debtor filed for bankruptcy, it listed total assets of $942,109,860 and total debts of $812,533,046. The Debtor's exclusive period to file a plan expires on Dec. 19, 2007. (First Magnus Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-7000). FLEET TRUCKING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Fleet Trucking Inc. c/o Forchelli, Curto, Schwartz 330 Old Country Road P.O. Box 31 Mineola, NY 11501 Tel: (516) 248-1700 Bankruptcy Case No.: 07-13614 Chapter 11 Petition Date: November 15, 2007 Court: Southern District of New York (Manhattan) Judge: Allan L. Gropper Debtor's Counsel: Gary M. Kushner, Esq. Forchelli, Curto, Schwartz, Mineo, et al 330 Old Country Road P.O. Box 31 Mineola, NY 11501 Tel: (516) 248-1700 Ext. 287 Fax: (516) 248-1729 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Internal Revenue Service $2,322,333 10 Metro Tech Center 625 Fulton Street Brooklyn, NY 11201 Local 282 Funds $1,075,070 2500 Marcus Avenue Lake Success, NY 11042 Brer Four Transportation Corp. $372,681 Hewitt Street Hicksville, NY 11801 D.M. Equipment $339,203 c/o 1 Prestwould Court Marlton, NJ 08053 Tully Construction Vendor $333,331 127-50 Northern Boulevard Flushing, NY 11368 Collection Corp. $222,355 NYS Department of tax and Finance $158,984 Queens District Office TNP Vendor $158,794 TVB Plea Unit $132,510 Evergreen Recycling of Corona $128,711 NY Dirt $121,294 Century Petroleum Ltd. $103,672 New York Metro Peterbilt $100,706 RoadTec $96,673 K.C. Trucking Inc. $94,829 Chief Energy Corp. $87,414 Stuyvesant Fuel Service Corp $80,368 CAP Rents $80,048 First Cardinal $77,886 Broadway Premium Funding Corp. $49,214 FORD MOTOR: Ratified UAW Pact Prompts Moody's to Hold Ratings ------------------------------------------------------------- Moody's Investors Service affirmed the long-term ratings of Ford Motor Company (B3 Corporate Family Rating, Ba3 senior secured, Caa1 senior unsecured, and B3 probability of default), but changed the rating outlook to Stable from Negative and raised the company's Speculative Grade Liquidity rating to SGL-1 from SGL-3. Moody's also affirmed Ford Motor Credit Company's B1 senior unsecured rating, and changed the outlook to Stable from Negative. These rating actions follow Ford's announcement of the details of the newly ratified four-year labor agreement with the UAW. Bruce Clark, senior vice president with Moody's said, "The key elements of the Ford labor agreement are similar to those contained in the contracts recently reached by the UAW with General Motors and Chrysler. Over the long term the new contract will help to significantly reduce Ford's wage and health care costs." Clark cautioned, however, that "Despite the very constructive elements of the agreement, the cash flow benefits of the new contract will not really take hold until 2010. As a result we still expect that through 2008, Ford's operating cash flow will be significantly negative and its credit metrics will remain weak." The essential features of the contract include: the establishment of a UAW-managed VEBA that will be responsible for retiree health care costs; the establishment of a two-tiered wage structure; and tighter restrictions on eligibility for JOBs bank benefits The improvement in Ford's outlook to stable reflects the longer- term benefits of the UAW agreements and the company's significant liquidity position, balanced against a very challenging operating environment and the sizable negative cash flow the company will generate through 2009. Moody's revision of Ford Credit's outlook to stable considers the ownership and business connections between Ford and Ford Credit that link the ratings of the two firms. Ford's improved outlook suggests that it may be less likely to pursue actions and strategies that would have adverse consequences for Ford Credit's credit profile. Pressures on Ford Credit's stand-alone characteristics, such as its liquidity, asset quality and profitability, may also be eventually eased by Ford's improved operating prospects. However, Ford Credit is likely to continue to face near-term challenges to its profitability resulting from higher trending borrowing, credit, and depreciation costs. Ford Credit's rating is positioned two-notches higher than Ford's, reflecting Moody's view that holders of Ford Credit's debt would experience lower loss severity in default than would the creditors of Ford. Until 2010, when Ford can begin to harvest some of the new contract's cost savings, the company will have to contend with a number of significant challenges that will result in considerable negative cash flow from operations. The rate of operating cash consumption will be considerable during 2008 but will likely narrow during 2009. The near term challenges confronting Ford include: a cost structure that, although improving, is still uncompetitive with that of Asian rivals, the need to fund employee buy-outs associated with the new UAW contract, and the reluctance on the part of consumers to pay as much for certain Ford vehicles as for vehicles produced by competitors - despite Ford's steadily improving quality measures. Ford will also have to contend with the possibility that broader economic and market conditions could become more difficult in the US. There is an increasing risk that US automotive shipments fall below 16 million units during 2008; this compares with shipments of about 16.5 million in 2007, and 17 million in 2006. In addition, high oil prices could accelerate the shift in consumer preference away from trucks and SUVs toward cars and more fuel efficient vehicles. These trends could have a negative impact on the late-2008 introduction of Ford's most profitable and most strategically important vehicle -- the F-150 light truck. An important mitigant to these near-term challenges is Ford's strong liquidity position that will include approximately $30 billion in cash and securities following the funding of the UAW- managed VEBA, and $11 billion in available credit facilities that are committed through 2011. Moody's notes that the degree of benefit provided by this credit facility to Ford's overall liquidity position may be moderated by the company's ability to designate Ford Credit as a borrower. Nevertheless, Ford has considerable capacity to cover all expected cash requirements during the next 12 to 24 months. This very ample liquidity profile supports the company's SGL-1 Speculative Grade Liquidity rating. During 2008, Ford will continue to focus on reducing material costs, gaining market acceptance for new vehicles, stabilizing its retail share position, and improving the pricing power and profitability of it car and cross over vehicle portfolio. The company will also look to take full advantage of the cost reduction opportunities within the UAW agreement. Ford's rating outlook could improve if progress in these areas indicates that the company is on track to generate positive free cash flow, sustain interest coverage exceeding 1x, and achieve EBITA margins approximating 2.5% during the 2009 time frame. Ford Motor Company, a leading global automotive manufacturer, is headquartered in Dearborn, Michigan. GASTAR EXPLORATION: Moody's Puts Corporate Family Rating at Caa2 ---------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to Gastar Exploration USA, Inc., a wholly owned subsidiary of Gastar Exploration Ltd. Moody's assigned a Caa2 Corporate Family Rating and a Caa2 rating (LGD 3, 47%) to its proposed $100 million senior secured notes due 2012. Proceeds from the offering will be used primarily to repay existing indebtedness. The rating outlook is stable. Gastar is an independent E&P company with properties located in East Texas, Wyoming, and Australia. Its domestic drilling activities are focused on exploiting drilling locations in the deep Bossier sands and Knowles Limestone formations of East Texas and in the Powder River Basin of Wyoming. Gastar's activities in Australia are focused on the development of over 7.0 million gross (2.9 million net acres) of coal bed methane rights in New South Wales and Victoria, Australia. The rating reflects Gastar's very small size and scale relative to its rated E&P peers; a high concentration of risks in that its natural gas wells in the Hilltop area of East Texas are individually significant in terms of costs, reserves, and production; its still developing track record of drilling results; and its very high leverage relative to proved reserves. Litigation risks also were considered in the rating. There are a number of claims presented by GeoStar, of which the most significant matter involves a "Look Back" provision included in the purchase and sale agreements relating to Gastar's acquisition of most of its East Texas properties in 2005. Gastar believes that GeoStar's assertions are without merit and that an independent reserve report submitted by GeoStar does not meet the requirements of the PSAs. GeoStar asserts that it is entitled to a Look Back payment of approximately 1.69 billion shares of Gastar stock, which if issued would constitute approximately 89% of Gastar's common equity. Until these issues are resolved, it may be difficult for Gastar to raise capital through the sale of equity. Other claims made by GeoStar could result in cash payments of $5-$10 million. Supporting the rating is the high potential associated with Gastar's acreage in the Hilltop area as demonstrated by the performance of recent wells and the activities of other players in the area; its experienced management team; and the observation that this offering is not being undertaken to fund its drilling program. Gastar had cash on the balance sheet of $82 million as of September 30, 2007, most which came from the sale of undeveloped acreage in May 2007 for $66.8 million. Gastar's Australian assets are more prospective in nature and currently do not provide much support for the ratings, although production is planned on PEL 238 next year and its partner, Eastern Star Gas Limited which operates and has a 65% interest, has an equity market capitalization of approximately $286 million (as of November 5, 2007). In terms of proved reserves and production, Gastar is the smallest E&P company that Moody's rates. As of June 30, 2007, Gastar has total proved reserves of 36.4 Bcfe (6.1 MMBoe), of which 67.6% are proved developed (PD). In contrast, Caa2-rated Dune Energy and Baseline Oil & Gas have pro forma total proved reserves of 141.1 Bcfe (23.6 MMBoe) as of December 31, 2006 and 67.7 Bcfe (11.2 MMBoe) as of May 31, 2007, respectively. Gastar's average daily production is approximately 20 MMcfe/d, or roughly 7.3 Bcfe (1.2 MMBoe) on an annualized basis. Gastar's three-year average F&D costs through the end of 2006 are very high reflecting a learning curve associated with the drilling of its Bossier wells. Recent results are more encouraging with wells such as the Donelson #3 in the deep Bossier sands with an EUR of 10.9 gross Bcfe (5.5 net Bcfe) and a D&C cost of $12.6 million gross ($8.4 million net) and the Lone Oak Ranch (LOR) #4 in the Knowles Limestone with a pre-simulation EUR of 1.8 gross Bcfe (0.7 net Bcfe) and a D&C cost of $6.8 million gross ($3.4 million net). The Donelson #3 well was included in the June 30, 2007 reserve report along with four PUD locations in the Hilltop area with estimated proved reserves of 9.2 Bcfe net. The LOR #4 was not included in the June 30, 2007 reserve report given that it was not completed until after that date. Depending on results from two wells currently drilling in the area expected to reach TD by year-end (the Wildman #3, an offset to the Donelson #3; and the LOR #3, an offset to the LOR #4) additional proved reserves may be booked. Gastar's leverage is very high with pro forma debt/PD reserves of $32.46/Boe as of September 30, 2007 (using PD reserves as of June 30, 2007). Debt/PDP reserves is over $53/Boe. Debt plus future development costs/total proved reserves is approximately $28.26/Boe as of September 30, 2007. In contrast, looking at eight other Caa-rated E&P companies not including Gastar, debt/PD reserves ranges from a low of $9/Boe to a high of slightly above $25/Boe. Gastar's cash margin after interest is low and currently running about break-even reflecting weak price realizations (weighed down by spot prices received on its Powder River Basin production) and high G&A and interest burdens relative to production. Price realizations from Gastar's production in the Rockies, which accounts for about 25% of its current production, should improve next year as costless collars at favorable prices (at CIG) have been put in place. Moody's also assigned an SGL-3 rating to Gastar reflecting adequate liquidity for the next 12 months. Pro forma for the notes offering, Gastar will have approximately $101 million in cash which is more than adequate to fund planned capex for the next 12 months (planned capex for 2008 is $65 million). Moody's expects that Gastar's cash flow from operations will be breakeven or slightly positive or negative, depending on commodity prices and production from planned wells. Concurrent with the closing of the notes offering, Gastar expects to enter into a revolving credit facility which will have an initial borrowing base of $25 million. Financial covenants are expected to include a minimum current ratio of 1 to 1 and a maximum net debt to EBITDA of 5 to 1. While Gastar is not expected to draw on the revolver over the next 12 months, it is possible that compliance with the leverage covenant could get tight toward the end of next year. Gastar Exploration USA, Inc. is headquartered in Houston, Texas. GASTAR EXPLORATION: S&P Puts Corporate Credit Rating at CCC+ ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'CCC+' corporate credit rating and developing outlook to oil and gas exploration and production company Gastar Exploration USA Inc. At the same time, S&P assigned a 'CCC' rating and '5' recovery rating to the company's proposed $100 million senior secured notes due 2012. The recovery rating indicates expectation of modest (10%-30%) recovery in the event of a payment default. Gastar will use the proceeds to refinance existing senior secured notes of approximately $73 million and for general corporate purposes. Pro forma for the offering, Houston, Texas-based Gastar will have $133 million of long-term debt. "The ratings on Gastar reflect its very small, geographically concentrated reserve base, limited track record, high cost structure, highly leveraged financial profile, refinancing risk, and prospects for negative free cash flow," said Standard & Poor's credit analyst Amy Eddy. "The ratings also reflect the company's strong near-term liquidity and internal growth prospects." GMAC LLC: Hull Succeeds Khattri as Financial Services Unit's CFO ---------------------------------------------------------------- GMAC Financial Services, a subsidiary of GMAC LLC, disclosed Sanjiv Khattri, chief financial officer, will be named to a new position as executive vice president of Corporate Development and Strategy, effective Dec. 3. He will continue to report to GMAC Chief Executive Officer Eric Feldstein. In this new position, Mr. Khattri will have responsibility for strategic planning and business development as well as continuing as chief financial officer of GMAC Residential Capital, LLC. He will remain a member of the GMAC Executive Committee and the ResCap Board of Directors. Succeeding Mr. Khattri as GMAC chief financial officer is Robert Hull, who joins GMAC from Bank of America. Mr. Hull, 43, will report to GMAC Chief Operating Officer Al de Molina. Mr. Hull was chief financial officer of Bank of America's global wealth and investment management and principal investing divisions. He joined Bank of America in 2001 as the senior vice president for strategy and financial planning and following that position was named chief financial officer of the card services division. Prior to joining Bank of America, Mr. Hull served as chief financial officer of Investorforce Holdings, Inc., Marvel Enterprises, Inc., and Wise Foods Holdings, Inc. Hull has a bachelor's degree from the University of Virginia and a master's degree in business administration from Harvard Business School. "I am pleased to welcome to GMAC Rob Hull as our new chief financial officer. He has outstanding credentials and a broad base of experience to draw upon in leading the Finance organization," Mr. Feldstein said. "Additionally, I am pleased to have Sanjiv lead major GMAC strategic initiatives and business development opportunities as well as the ResCap finance organization." About GMAC GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors Acceptance Corporation, is a global, diversified financial services company that operates in approximately 40 countries in automotive finance, real estate finance, insurance and other commercial businesses. GMAC was established in 1919 and currently employs about 31,000 people worldwide. At Dec. 31, 2006, GMAC held more than $287 billion in assets and earned net income for 2006 of $2.1 billion on net revenue of $18.2 billion. * * * As reported in the Troubled Company Reporter on Nov. 16, 2007, Fitch Ratings has placed GMAC LLC and its related subsidiaries 'BB+' long-term Issuer Default Ratings on Rating Watch Negative. This action reflects the ongoing pressures in the company's residential mortgage subsidiary, Residential Capital LLC (ResCap, IDR 'BB+' by Fitch with Rating Watch Negative). GOLFGEAR INT'L: Placed Under Chapter 7 to Stave Off Lawsuits ------------------------------------------------------------ GolfGear International Company was placed under Chapter 7 bankruptcy by its president and major stakeholder, Peter Pocklington, to stave off lawsuits, Ron Chalmers of The Edmonton Journal reports. The chapter 7 petition was filed with the U.S. Bankruptcy Court for the District of Nevada. According to Mr. Pocklington, the report states, other companies had infringed on GolfGear's patents and that the company had decided to shut down its operations three years ago instead of defending the patents which would have cost the company millions of dollars. However, some shareholders believed that the company should have been earning around $20 million per year and filed a lawsuit, the report adds. The lawsuit, pending in Orange County at the Superior Court of the State of California, was filed by Roger V. Branahan, et al., and alleged breach of fiduciary duty, breach of contract, unjust enrichment, conversion, and fraudulent transfers, the Edmonton Journal discloses. Citing documents filed with the Court, the Edmonton Journal further reports that the company faces claims of more than $2 million from 300-plus creditors. An examination for discovery is set for Thursday, November 22, Edmonton Journal continues, citing a bankruptcy trustee spokesperson. GolfGear International manufactures golf clubs, including drivers, woods, irons, and putters, for men (Tsunami line), women (Diva line), and juniors (Players line). GolfGear products are sold through pro shops and specialty stores in the U.S. and through distributors in Asia and Europe. GolfGear International is owned by chairman Peter Pocklington. GRANDVILLE BUILDERS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Grandville Builders Supply 2464 Wilshere Drive Jenison, MI 49428 Bankruptcy Case No.: 07-08549 Type of Business: The Debtor supplies building materials, lumber, tools, and other construction items sold to contractors, subcontractors, and builders. Chapter 11 Petition Date: November 15, 2007 Court: Western District of Michigan (Grand Rapids) Debtor's Counsel: Michael W. Donovan, Esq. Donovan Law, PLC P.O. Box 2368 Holland, MI 49422-2369 Tel: (877) 810-7890 Debtor's financial condition as of Sept. 30, 2007: Total Assets: $3,236,803 Total Debts: $5,144,587 Debtor's list of its 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ P.A.L. $202,891 P.O. Box 888875 Grand Rapids, MI 49588-8875 North Pacific $141,087 2419 Science Parkway Okemos, MI 48864 West Michigan Truss $64,891 P.O. Box A Cedar Springs, MI 49319 Lumberman's Inc. $64,189 Anderson Logistics $44,354 Elanbaas Hardwood $33,513 Milliken Millwork $29,052 Victor S. Barnes $28,333 Paul's Woods $27,430 Chase $26,552 Appalachian Hardwood $25,413 Mercantile Bank $24,654 Milgard Manufacturing $22,375 Rayner & Rinn-Scott, Inc. $22,368 Citi Business Card $22,346 Monsma Marketing $22,138 Mauk Midwest Forest Products $20,746 Installed Carpet $19,659 BlueLinx Corp. $18,674 Weeks Forest Products $18,579 HERBST GAMING: S&P Lowers Corporate Credit Rating to B from B+ -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Las Vegas, Nevada-based Herbst Gaming Inc.; the corporate credit rating was lowered to 'B' from 'B+'. The ratings were removed from CreditWatch, where they were placed with negative implications on Aug. 17, 2007. The rating outlook is negative. The issue-level rating on Herbst's $875 million senior secured credit facilities was lowered to 'BB-', from 'BB'. The recovery rating remains at '1', indicating that lenders can expect very high (90%-100%) recovery in the event of a payment default. Also, the rating on the company's subordinated obligations, comprising 8.125% senior subordinated notes due in 2012 and 7% senior subordinated notes due in 2014, was lowered to 'CCC+' from 'B-'. "The ratings downgrade reflects meaningfully lower cash flow generation by Herbst's route operations segment following the recently imposed smoking ban and the subsequent lease renegotiations, as well as our concerns surrounding the potential for continued weak operating performance by the company's recently acquired Primm, Nevada-based operations," noted Standard & Poor's credit analyst Guido DeAscanis. The 'B' corporate credit rating reflects Herbst's ongoing challenges associated with the performance of the Primm Valley operations, high debt levels, and its portfolio of casinos, which are not considered to be market leading. Given recent aggressive acquisition activity, management also faces challenges with the integration and operation of a much larger business. The stable cash flow from the company's route business somewhat offsets the previously mentioned negative factors. HOMELAND SECURITY: Sept. 30 Balance Sheet Upside-Down by $5.7 Mil. ------------------------------------------------------------------ Homeland Security Capital Corp. disclosed quarterly results for the three and nine months ended Sept. 30, 2007. The company's consolidated balance sheet at Sept. 30, 2007, showed $10.2 million in total assets and $15.9 million in total liabilities, resulting in a $5.7 million total shareholders' deficit. The company's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $5.1 million in total current assets available to pay $10.1 million in total current liabilities. The company recorded a gain of $3.6 million from the sale of its Security Holding Corp. subsidiary for the three months ended Sept. 30, 2007, and a gain of $1.6 million from the sale of SHC for the nine months ended Sept. 30, 2007. The SHC sale closed on Aug. 29, 2007. Including the effect of the SHC discontinued operations and the gain on sale of SHC, the company recorded net income of $3.8 million for the three months, and a loss of $723,334 for the nine months ended Sept. 30, 2007. The company reported sales of $2.6 million for the third quarter ended Sept. 30, 2007, compared with sales of $2.2 million in the same period last year. Revenues were reported as $8.9 million from continuing operations for the nine months ended Sept. 30, 2007, as compared to revenues from continuing operations of $4.9 million in the nine months ended Sept. 30, 2006, an increase of 80% year over year. The company reported net operating income of $197,324 from continuing operations for the three months ended Sept. 30, 2007, its first profitable quarter, and a net operating loss of $2.4 million from continuing operations for the nine months ended Sept. 30, 2007. C. Thomas McMillen, Homeland Security Capital chairman and chief executive officer, said, "We continue to be very pleased with the progress in our Nexus subsidiary, which has posted its third consecutively profitable quarter. Nexus' cost cutting efforts and focus on higher margin projects has already paid off, and we believe will continue to yield favorable results. Our Polimatrix subsidiary has redefined how police, fire fighters and first responders detect radiological threats and because of its efforts was chosen to supply 22,000 hand-held radiation detection devices to the State of Illinois over the next years. We believe this is the biggest award ever issued in the United States in the hand- held radiation detection equipment industry. I believe these favorable results create value for our company and especially our shareholders." McMillen continued, "The sale of Security Holding Corp resulted in a 22% return on investment for our shareholders. Also, we recently invested in a special purpose acquisition corporation, which raised $80 million in an IPO in late October. We are in discussions with other target companies and will continue following our business plan of acquiring companies that fit our model. We hope to complete one or two transactions in the first half of 2008." 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?256a About Homeland Security Headquartered in Arlington, Virginia, Homeland Security Capital (OTC BB: HOMS) -- http://www.hscapcorp.com/-- is a consolidator in the fragmented homeland security industry. The company is focused on creating long-term value by taking controlling interest and developing its subsidiary companies through superior operations and management. The company is headed by former Congressman C. Thomas McMillen, who served three consecutive terms in the U.S. House of Representatives from the 4th Congressional District of Maryland. ICM HOLDINGS I: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: I.C.M. Holdings I, L.L.C. 1839 61st Street Sarasota, FL 34243 Bankruptcy Case No.: 07-11071 Chapter 11 Petition Date: November 15, 2007 Court: Middle District of Florida (Tampa) Judge: Paul M. Glenn Debtor's Counsel: David W. Steen, Esq. 602 South Boulevard Tampa, FL 33606-2630 Tel: (813) 251-3000 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Largest Unsecured Creditor: Entity Claim Amount ------ ------------ William Nott $325,000 2679 Marathon Lane Fort Lauderdale, FL 33312 ICONIX BRAND: Buying Starter(R) Brand from NIKE for $60 Million --------------------------------------------------------------- Iconix Brand Group Inc. has entered into a definitive agreement to purchase the Starter(R) brand from NIKE Inc. The purchase price will be $60 million to be paid in cash and the acquisition is anticipated to close in December. Iconix is forecasting 2008 royalty revenue from Starter of approximately $18 million worldwide. "Starter is an iconic brand that diversifies our portfolio of holdings by moving us into the athletic apparel, team sports and athletic footwear categories," Neil Cole, chairman and CEO, Iconix, stated. "It is a brand with a great deal of growth potential, both in the United States and around the world, and one to which I am confident that Iconix can quickly add a lot of value. We are very excited by this brand's potential, especially given Wal- Mart's unmatched reach as a retailer and our marketing expertise." "We believe Starter has the potential to become one of the largest athletic apparel and footwear brands in the world," Mr. Cole added. "To help reach that potential, we are working on a multi- faceted strategy, including signing some major professional sports figures and growing our team sports business which is Starter's heritage." "Our customers have responded very positively to our athletic apparel and footwear brands at value price points," Dottie Mattison, SVP and GMM of apparel for Wal-Mart commented. "Starter is one of our most powerful brands, both in terms of its heritage and the range of different categories it covers. Iconix is an innovator in marketing and building brands and we are enthusiastic about their plans for Starter." Iconix also owns the brands Danskin Now and OP which are both licensed to Wal-Mart. The acquisition is subject to customary closing conditions including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. About NIKE Inc. headquartered near Beaverton, Oregon, NIKE Inc. (NYSE:NKE) -- http://www.nikebiz.com/-- is a designer, marketer and distributor of authentic athletic footwear, apparel, equipment and accessories for a wide variety of sports and fitness activities. Wholly owned Nike subsidiaries include Converse Inc., which designs, markets and distributes athletic footwear, apparel and accessories; NIKE Bauer Hockey Inc., a designer and distributor of hockey equipment; Cole Haan, a designer and marketer of luxury shoes, handbags, accessories and coats; Hurley International LLC, which designs, markets and distributes action sports and youth lifestyle footwear, apparel and accessories and Exeter Brands Group LLC, which designs and markets athletic footwear and apparel for the value retail channel. Founded in 1971, Starter is a licensed apparel business selling to Wal-Mart in the United States, Canada and Mexico. About Iconix Brand Based in New York City, Iconix Brand Group Inc. (Nasdaq: ICON) -- http://www.iconixbrand.com/-- owns fashion brands to retail distribution from the luxury market. The company licenses its brands to retailers and manufacturers worldwide. The group has international licensees in Mexico, Japan and the United Kingdom. * * * As of Nov. 8, 2007, Moody's ratings assigned to the Iconix Brand Group Inc. on June 14, 2007 still apply. These assigned ratings were B1 long-term corporate family and probability-of-default ratings, Ba2 bank loan debt rating, and B3 subordinated debt rating. The outlook remains stable. INTERPUBLIC GROUP: Moody's Rates New $200 Million Notes at Ba3 -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Interpublic Group of Companies, Inc.'s new $200 million 4.75% convertible senior notes due in 2023 (putable and callable on 3/15/2013). The new convertible notes were issued in exchange for the same principle amount of the company's $400 million 4.50% convertible senior notes due in 2023 (putable on 3/15/2008). "In exchanging the notes, Interpublic improves its already strong liquidity profile of $1.5 billion of cash and marketable securities on hand plus $750 million revolver availability as of 9/30/2007, by pushing out the put date on $200 million of convertible notes from 3/15/2008 to 3/15/2013," said Neil Begley, Moody's Senior Vice President. Assignments: Issuer: Interpublic Group of Companies, Inc. (The) * Senior Unsecured Conv./Exch. Bond/Debenture, Assigned a range of 66 - LGD4 to Ba3 The Ba3 rating assignment for the new notes is based upon the notes senior unsecured priority, which will be substantially pari passu with the existing Ba3 rated senior unsecured obligations of Interpublic. The company's Ba3 Corporate Family rating and stable outlook continues to reflect the company's position as the third largest advertising agency group and our belief that operating performance will continue to improve over the near-term. The Interpublic Group of Companies, Inc. with its headquarters in New York is among the world's largest advertising, marketing and corporate communications holding companies in the world. Annual revenues are approximately $6.2 billion. INTERPUBLIC GROUP: S&P Rates 4.75% Convertible Sr. Notes at B ------------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'B' rating to the exchange offer of 144A privately placed 4.75% convertible senior notes due 2023 of The Interpublic Group of Cos. Inc. (Interpublic; B/Positive/--), which will refinance the same principal amount of its 4.50% convertible senior notes due 2023. The new notes, which will have registration rights, differ from the existing notes primarily in the higher interest rate; an extension of the first date upon which they will be callable; and an extension of the first date upon which they will be subject to repurchase at the investor's option. Also, if the company pays cash dividends on its common stock, the new notes' conversion rate will change, but there will be no contingent interest payment. "The positive outlook on Interpublic's corporate credit rating reflects the company's somewhat reduced burden as it continues to resolve its internal control deficiencies," said Standard & Poor's credit analyst Deborah Kinzer, "and its recent progress in reversing its revenue and EBITDA declines." Still, S&P expect margins and cash flow to remain weak in the intermediate term. INVESTMENT PROPERTIES: Case Summary & 53 Largest Unsec. Creditors ----------------------------------------------------------------- Lead Debtor: Investment Properties of America, L.L.C. Gerard A. McHale, Jr., PA, Trustee c/o Golenbock Eiseman Assor Bell Peskoe 437 Madison Avenue, 35th Floor New York, NY 10013 Bankruptcy Case No.: 07-13621 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- IPofA 5201 Lender, L.L.C. 07-13622 IPofA Columbus Works LeaseCo, L.L.C. 07-13623 IPofA Shreveport Industrial Park, L.L.C. 07-13624 IPofA West 86th Street LeaseCo, L.L.C. 07-13625 100 Corporate Drive, L.L.C. 07-13626 Crossroads Miami Logistics Center, L.L.C. 07-13627 C.W. Acquisition, L.L.C. 07-13628 Simone Condo I, L.L.C. 07-13629 Simone Condo II, L.L.C. 07-13630 Type of Business: Based in Richmond, Virginia, the Debtors are diversified real estate investment and management companies that acquire, develop and manage properties, primarily leased to major national and regional retail companies under net leases. Edward H. Okun is the sole member and chief executive officer of the Debtors. He also owns The 1031 Tax Group LLC, a privately-held consolidated group of qualified intermediaries created to service real property exchanges under Section 1031 of the Internal Revenue Code. 1031 Tax Group and 15 of its affiliates filed for Chapter 11 protection on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through 07-11462). A copy of these debtors' case summary was published in the Troubled Company Reporter on May 15. On Oct. 11, 2007, the United States Bankruptcy Court for the Southern District of New York approved an agreement entered into by bankrupt 1031 Tax Group and its debtor-affiliates, the Official Committee of Unsecured Creditors, and Edward Okun. The agreement provided for the transfer of all of Mr. Okun's assets to the Debtors. However, Gerard A. McHale, Jr. was appointed as Chapter 11 trustee for the Debtors on Oct. 25, 2007. With his appointment, Mr. Mchale became successor to the Debtors. Mr. McHale relates that included in the transfer are three entities controlled by Mr. Okun, namely: (1) IPofA West Oaks Mall, L.P. (2) IPofA West Oaks LeaseCo; and (3) IPofA W.O.M. Master LeaseCo, L.P. These three entities filed voluntary chapter 11 petitions on Oct. 2, 2007, with the U.S. Bankruptcy Court for the Eastern District of Virginia. A copy of these entities' case summary was published in the Troubled Company Reporter on October 4. Chapter 11 Petition Date: November 15, 2007 Court: Southern District of New York (Manhattan) Debtor's Counsel: Jonathan L. Flaxer, Esq. Golenbock, Eiseman, Assor & Bell 437 Madison Avenue New York, NY 10022 Tel: (212) 907-7300 Fax: (212) 754-0330 Estimated Assets Estimated Debts ---------------- --------------- Investment Properties of $1 Million to More than America, L.L.C. $100 Million $100 Million IPofA 5201 Lender, L.L.C. $1 Million to More than $100 Million $100 Million IPofA Columbus Works $1 Million to More than LeaseCo, L.L.C. $100 Million $100 Million IPofA Shreveport $1 Million to More than Industrial Park, L.L.C. $100 Million $100 Million IPofA West 86th Street $10,000 to More than LeaseCo, L.L.C. $100,000 $100 Million 100 Corporate Drive, $100,000 to More than L.L.C. $1 Million $100 Million Crossroads Miami Logistics $1 Million to More than Center, L.L.C. $100 Million $100 Million C.W. Acquisition, L.L.C. $1 Million to More than $100 Million $100 Million Simone Condo I, L.L.C. $100,000 to More than $1 Million $100 Million Simone Condo II, L.L.C. $100,000 to More than $1 Million $100 Million A. Investment Properties of America, LLC did not file a list of their largest unsecured creditors. B. IPofA 5201 Lender, LLC did not file a list of their largest unsecured creditors. C. IPofA Columbus Works LeaseCo, LLC's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Franklin County Treasurer $218,279 A.E.P. 107 $191,000 Hartord Insurance Co. of the $110,846 S.A. Comunale Co., Inc. $62,250 Garratt Callahin $58,731 George Lynch Controls, Inc. $47,039 Columbus Ohio City Treasurer $28,380 Simon Roofing and Sheet metal $26,361 Siemens $22,002 Constellation New Energy-Gas $19,132 Mount Carmel Health Systems $14,300 Johnson Controls, Inc. $12,863 T.A.C. $11,950 The Brickman Group, L TO $11,615 Mily Excavating $11,400 T.K.E. Corp $4,900 Evans, Mechwart, Hambleton & $2,500 Angus Systems Group, Inc. $2,424 Drummond American $1,888 C.T.L. Engineering, Inc. $1,797 D. IPofA Shreveport Industrial Park, LLC's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Hartord Insurance Co. of Midw. $103,021 Southwestern Electric Power $56,835 Corporate Roofing & Ind. Cont. $35,714 James San Angelo $21,875 Carrier Corporation $18,172 Electrical Reliabilty Service $17,271 Berg Mechanical $14,487 La. Department of Env. Quality $13,240 A.A. Safety, Inc. $12,289 Matthews Oil Co. $9,684 R.S.C. Equipment Rental $9,968 Lock Doc, Inc. $7,681 Houston Pest Control $6,280 Garratt Callahan $6,264 Nolan Battery Co. $4,686 City of Shreveport Water/Sewer $4,628 Fire Sprinkler Services, L.L.C. $3,800 Ikon Financial Services $2,014 Raley & Associates $1,800 Carefree Janitorial Supply, Inc. $1,785 E. IPofA West 86th Street LeaseCo, LLC's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Marion County Treasurer $168,906 Hartord Ins. of Midwest $38,112 J.B.C. $7,245 H.S.M. Electronic Protection Service $5,899 H.A.S.C.O. $5,640 Koorsen Protection Services, Inc. $5,097 Lawson Snow Removal $4,955 Performance Mechanical Contract $4,355 B.& W. Plumbing, Heating & Air $2,854 Best Equipment & Welding Co. $2,031 Duke's Earth Services, Inc. $1,607 Amco Elevators, Inc. $427 Ikon Financial Services $340 Garage Doors of Indianapolis $325 Master Enterprises $216 Price $192 Circle City Fire Protection $180 Wiltredo Guiterrez $144 Barth Electric Co. $91 A.T.&T. $48 F. 100 Corporate Drive, LLC's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Corporate Drive Business condominium fees Unknown Park, L.L.C. 335 Ferry Boulevard Stratford, CT 06615 G. Crossroads Miami Logistics Center, LLC's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ W.H. Hialeah Investors V, contractual Unknown L.L.C. liability clo Higgins Development Part. 408 Headquarters Plaza North Morristown, NJ 07960 H. C.W. Acquisition, LLC did not file a list of their largest unsecured creditors. I. Simone Condo I, LLC's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Carbonell Condo Association Unpaid Unknown 901 Brickell Key Boulevard condominium Miami, FL 33131 association fees J. Simone Condo II, LLC's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Carbonell Condo Association Unpaid Unknown 901 Brickell Key Boulevard condominium Miami, FL 33131 association fees JAMBOREE TOURS: Case Summary & Nine Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Jamboree Tours Inc. 4529 Cecelia Street Cudahy, CA 90201 Bankruptcy Case No.: 07-20531 Type of Business: The Debtor offers tour bus rental services. Chapter 11 Petition Date: November 14, 2007 Court: Central District Of California (Los Angeles) Judge: Thomas B. Donovan Debtor's Counsel: Kyungsoo Ken Park, Esq. Law Offices of Park & Associates 3600 Wilshire Boulevard, Suite 1722 Los Angeles, CA 90010 Tel: (213) 427-9727 Total Assets: $1,008,283 Total Debts: $1,138,091 Debtor's list of its Nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Hanmi Bank Legal Department Business Loan $167,972 c/o Hystube T. Riem, Esq. 3660 Wilshire Boulevard Penthouse A Los Angeles, CA 90010 Federated Capital Services Repossession Balance $49,438 c/o Brian N. Winn, Esq. 110 East Wilshire Avenue Suite 212 Fullerton, CA 92832 U.S. Small Business Admin. Business Loan $38,540 200 Est Santa Ana Boulevard Suite 180 Santa Ana, CA 92701 Antchau Arco Gas Purchase $29,837 Internal Revenue Service 941 Payroll Tax $23,856 Liberty Mutual Insurance Co. Insurance Downpay $21,492 Shortage City Terrace Service, Inc. Bus Towing $3,050 JM Bus Body Repair, Inc. Bus Body Repair $3,000 CA Transport A/C Repair $1,274 Refrigeration, Inc. JED OIL: Sept. 30 Balance Sheet Upside-Down by $15.7 Million ------------------------------------------------------------ JED Oil Inc. disclosed financial results for the three months ended Sept. 30, 2007. JED Oil Inc.'s consolidated balance sheet at Sept. 30, 2007, showed $78.0 million in total assets, $65.2 million in total liabilities, and $28.5 million in convertible redeemable preferred shares, resulting in a $15.7 million total shareholders' deficit. The company's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $13.1 million in total current assets available to pay $59.7 million in total current liabilities. JED Oil Inc. reported a net loss of $1.8 million on revenue of $3.6 million for the third quarter ended Sept. 30, 2007, compared with a net loss of $60.6 million on revenue of $6.1 million for the same period last year. Included in the results for the three-month period ended Sept. 30, 2006, is an expense of $63.5 million for depletion, depreciation and accretion expense of $63.4 million. In performing its quarterly ceiling test, the company limits, on a country-by- country basis, the capitalized costs of proved oil and gas properties, net of accumulated depletion, depreciation and amortization and deferred income taxes, to the estimated future net cash flows from proved oil and gas reserves based on period end prices, discounted at 10%, net of related tax effects, plus the lower of cost or fair value of unproved properties included in the costs being amortized. If the capitalized costs exceed this limit, the excess is charged to additional DD&A expense. The highlight of the third quarter was the completion of the acquisition of Caribou Resources, which has been renamed JED Production Inc. and is now a wholly-owned subsidiary of JED. Also during the third quarter in West Ferrier JED drilled and completed a producing gas well, drilled a standing Ellersley gas well and spudded a third location. Going Concern Doubt As reported in the Troubled Company Reporter on July 5, 2007, Ernst & Young LLP, in Calgary, Canada, expressed substantial doubt about JED Oil Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm reported that the company has incurred a substantial loss and realized a negative cash flow from operations for the year ended Dec. 31, 2006. At Dec. 31, 2006, the company also had a working capital deficiency and a stockholders' deficiency. JED's convertible notes totalling $40.2 million mature on the first of February, 2008 pending negotiations to exchange the notes for junior notes with an extended term. Effective Oct. 31, 2007, holders of $1.22 million Notes exchanged their notes for junior notes which mature on Feb. 1, 2010. JED is currently in discussion with other noteholders about exchanging their notes for junior notes and is targeting to exchange approximately $15 million of notes for junior notes. About JED Oil Headquartered in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) -- http://www.jedoil.com/-- is an oil and natural gas company that commenced operations in the second quarter of 2004 and has begun to develop and operate oil and natural gas properties principally in western Canada and the United States. KEVIN MCCARTHY: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------- Debtors: Kevin S. McCarthy Christina C. McCarthy 164 Golden Hill Avenue Haverhill, MA 01830 Bankruptcy Case No.: 07-44086 Type of Business: The Debtors are known as Trustees of various trusts. Chapter 11 Petition Date: November 14, 2007 Court: District of Massachusetts (Worcester) Judge: Judge Henry J. Boroff Debtors' Counsel: Stephen E. Shamban, Esq. Stephen E. Shamban Law Offices, P.C. 222 Forbes Road, Suite 208 P.O. Box 850973 Braintree, MA 02185-0973 Tel: (781) 849-1136 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtors' list of its 13 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Dan Tarlow, Esq. $30,000 Kiley, Copani & Cranney 265 Broadway P.O. Box 239 Methuen, MA 01844 Platinum Visa $19,130 GLA Card Services P.O. Box 15726 Wilmington, DE 19886 Sheffield Financial $7,000 P.O. Box 890012 Charlotte, NC 28289 Home Depot $5,210 Mark Burke Plumbing & Heating $5,200 RAM Engineering $1,495 Allied Waste $1,145 Chase Mastercard $1,200 City of Haverhill $574 Amerigas $296 Sprint $249 Sprint/Nextel $249 Randall Bennett & Company, P.C. $175 L TERSIGNI: Files for Chapter 11 Protection in Connecticut ---------------------------------------------------------- L. Tersigni Consulting CPA, P.C., aka L. Tersigni Consulting, P.C., has filed for chapter 11 protection with the U.S. Bankruptcy Court for the District of Connecticut on Nov. 14, 2007. In documents filed with the Court, the Debtor relates that prior to filing for bankruptcy, it was engaged in the business of accounting and financial advisor to various constituencies in matters relating to claims asserted primarily in asbestos litigation and asbestos related bankruptcy cases. Subsequent to the death of the Debtor's sole equity security holder, Loreto Tersigini, on May 2007, significant claims have been threatened against the Debtor that could impair the value of its assets. As result, the Debtor sought protection under chapter 11 of the bankruptcy code. Probes As previously reported in the Troubled Company Reporter, the firm has come under fire with regards to its billing practices. The U.S. Trustee for Region 3 has asked the U.S. Bankruptcy Court for the District of New Jersey to appoint an examiner in the chapter 11 cases of G-I Holdings, Inc., and its debtor-affiliate, ACI Inc., as well as that of Congoleum Corp. and its debtor- affiliates. The U.S. Trustee wants the examiner to investigate the firm's conduct and billing practices with respect to the two cases. According to The Deal, on Nov. 13, 2007, the Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware ordered an examiner to investigate the firm's involvement with regards to these ongoing bankruptcy cases: * Federal-Mogul Corp., * ACandS Inc., * Flintkote Co. and * W.R. Grace & Co. The examiner has also been ordered to loon into the firm's conduct on the bankruptcy case of USG Corp., The Deal adds. USG Corp. emerged from chapter 11 protection on June 20, 2006. The Deal further relates that Judge Fitzgerald also asked that the firm's involvement in three more cases be investigated. The cases, which are currently in the U.S. Bankruptcy Court for the Western District of Pennsylvania, are: * Global Industrial Technologies Inc., * North American Refractories Co. and * Pittsburgh Corning Corp. L TERSIGNI: Case Summary & 13 Largest Unsecured Creditors --------------------------------------------------------- Debtor: L. Tersigni Consulting CPA, P.C. aka L. Tersigni Consulting, P.C. 50 Bedford Street, Suite 301 Stamford, CT 06901 Bankruptcy Case No.: 07-50702 Type of Business: The was engaged in the business of accounting and financial advisor to various constituencies in matters relating to claims asserted primarily in asbestos litigation and asbestos related bankruptcy cases. Chapter 11 Petition Date: November 14, 2007 Court: District of Connecticut (Bridgeport) Debtor's Counsel: Carol A. Felicetta, Esq. Reid and Riege, P.C. 234 Church Street, 9th Floor New Haven, CT 06510-1819 Tel: (203) 777-8008 Fax: (203) 777-6304 Estimated Assets: $1 Million to $100 Million Estimated Debts: $100,000 to $1 Million Debtor's list of its 13 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Heller Ehrman LLP $167,019 7 Times Square New York, NY 10036 Meyers Tersigni Feldman & Gray $29,355 14 Wall Street 19th Floor New York, NY 1005 Navigant Consulting, P.C. $25,000 666 Third Avenue New York, NY 10017 Mario J. Lodato, Jr. $8,525 Seidman & Associates LLC $7,054 Goldburd & Loketh LLP $2,400 CBIA Health Connections $1,582 One Communications $368 Metropolitan Life Insurance Co $96 Colonial Supp Insurance $56 PACER $50 Brand's Paycheck, Inc. $50 Unum Life Insurance Co $48 M FABRIKANT: Panel Pursues $10.25 Mil. Recovery from Hahn Estate ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy cases of M. Fabrikant & Sons Inc. and Fabrikant-Leer International Ltd. asks the U.S. Bankruptcy Court for the Southern District of New York to direct the estate of Philip Hahn and Irving Rosenzweig, in his capacity both as the executor of the Hahn Estate and as an officer and director of the Debtors, to produce documents and appear for oral examination. The Committee previously obtained Court authority to take discovery from the Hahn Estate and Mr. Rosenzweig with respect to potential causes of action to avoid and recover $10.25 million in transfers that the Debtors made to the Hahn Estate in December 2005 and January 2006. In this regard, the Committee intends to seek leave of the Court to pursue the causes of action on behalf of the Debtors, and the Committee is withdrawing the balance of the discovery that remains to be taken. The Committee reminds the Court that it has been evaluating additional potential causes of action against both the Hahn Estate and Mr. Rosenzweig, for the breaches of fiduciary duty to the Debtors and their creditors that Messrs. Hahn and Rosenzweig may have committed during the more than three years each of them served on the Debtors' Board of Directors. The Committee determined that it needs additional information, which it now seeks through the present Rule 2004 application, to adequately evaluate the potential causes of action. According to the Committee, Messrs. Hahn and Rosenzweig each served on the Debtors' Board from at least August 2002 until September 2005 (in the case of Mr. Hahn) and January 2006 (in the case of Mr. Rosenzweig). During that period, while insolvent, the Debtors fraudulently transferred many tens of millions of dollars to affiliated companies owned and controlled by members of the Fortgang family. The transfers included: (a) unsecured and undocumented advances totaling tens of millions of dollars to insolvent affiliates; and (b) preferential paydowns, also totaling tens of millions of dollars, of debt owed to other Affiliates, in violation of New York law deeming fraudulent the preferential repayment of debt owed to an insider. To evaluate whether, as a result of the transfers, the Debtors have viable breach of duty claims against Messrs. Hahn and Rosenzweig, the Committee needs discovery concerning: (i) Messrs. Hahn and Rosenzweig's knowledge and evaluation of the transfers, and their likely impact on MFS, at the time; and (ii) Messrs. Hahn and Rosenzweig's business dealings with the Fortgangs and the Affiliates, which may have impaired their ability to evaluate these transfers disinterestedly and free of conflicts of interest. About M. Fabrikant Headquartered in New York City, M. Fabrikant & Sons, Inc. -- http://www.fabrikant.com/-- sells diamonds and jewelries. The company and its affiliate, Fabrikant-Leer International Ltd., filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-12737). Mitchel H. Perkiel, Esq., Lee W. Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP represent the Debtors in their restructuring efforts. Alan Kolod, Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq., at Moses & Singer LLP serve as counsel to the Official Committee of Unsecured Creditors. In schedules filed with the Court, M. Fabrikant disclosed total assets of $225,612,204 and total debts of $439,993,890. MAGNOLIA BEACH: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Magnolia Beach, LLC 2002 Summit Boulevard Suite 1000 Atlanta, GA 30319 Bankruptcy Case No.: 07-79221 Chapter 11 Petition Date: November 15, 2007 Court: Northern District of Georgia (Atlanta) Judge: C. Ray Mullins Debtor's Counsel: James L. Paul, Esq. Chamberlain, Hrdlicka, White, Williams & Martin 34th Floor 191 Peachtree Street Northeast Atlanta, GA 30303-1410 Tel: (404) 659-1410 Fax: (404) 659-1852 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 14 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Signature Interior & Design Construction Debt $284,078 2002 Summit Boulevard, Suite 1000 Atlanta, GA 30319 Carolyn & John Russell Deane Contract Deposit $196,880 248 Marlin Circle P.O. Box 27747 Panama City, FL 32411 McIntosh Land Co., Inc. Contract Deposit $196,880 2610 Dawson Road, Suite 7 Albany, GA 31707 Daniel Fitzpatrick Sale Pact Deposit $195,000 Mike & Sara Ross Contract Deposit $194,000 Art Halvorsen Contract Deposit $167,232 Carolyn Ward Contract Deposit $175,594 Jim & Carolyn Ward Sale Pact Deposit $175,584 C. Chris Dupree Contract Deposit $167,232 Carolyn Caulkins Contract Deposit $167,232 Gregory Grantham, M.D. Sale Pact Deposit $167,232 Jeanne Halvorsen Account Deposit $167,232 Sydney Court Contract Deposit $167,232 Tom Caulkins Contract Deposit $167,232 MEZZ CAP: S&P Holds 'BB' Rating on Class G Certificates ------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on four classes of commercial mortgage pass-through certificates from Mezz Cap Commercial Mortgage Trust's series 2004-C1. Concurrently, S&P affirmed its ratings on three other classes from the same transaction. The raised and affirmed ratings reflect credit enhancement levels that provide adequate support through various stress scenarios. The upgrades also reflect the defeasance of 22% of the collateral pool. As of the Oct. 17, 2007, remittance report, the collateral pool consisted of 83 B notes with an aggregate trust balance of $48.3 million, compared with 85 loans totaling $50.5 million at issuance. The related senior A notes are not part of the trust's collateral. The master servicer, Wachovia Bank N.A., reported financial information for 100% of the nondefeased loans. Ninety-nine percent of the servicer-provided information was full- year 2006 data. Using this information, Standard & Poor's calculated a weighted average debt service coverage of 0.66x, down substantially from 1.23x at issuance. There are four assets totaling $1.3 million with the special servicer, all of which are 90-plus-days delinquent, and S&P expect all of them to incur severe losses upon resolution. All of the remaining loans in the pool are current. To date, the trust has experienced one loss totaling $272,178. The top 10 exposures secured by real estate have an aggregate outstanding balance of $13.1 million (27%) and a weighted average DSC of 1.07x, down from 1.23x at issuance. Four of the top 10 exposures are on the master servicer's watchlist and are discussed below. Standard & Poor's reviewed property inspections provided by the master servicer for all of the assets underlying the top 10 exposures, and all were characterized as "good." There are four loan exposures with the special servicer, also Wachovia, with a combined unpaid principal balance totaling $1.3 million and total exposure of $1.4 million. Each loan is less than $450,000 and is secured by multifamily properties in Texas. All of the loans were transferred to special servicing following the borrower's payment default on the related A note and transfer of the A notes to the special servicer in their respective transactions. The reported DSCs for all four loans are below 1.0x. Standard & Poor's expects each B note to experience a severe loss upon resolution. Wachovia reported a watchlist of 26 loans with an aggregate outstanding balance of $16.1 million (34%). The loans appear on the watchlist due to low DSC and/or occupancy. The largest loan on the watchlist and largest loan in the pool, Westheimer at Sage Office Retail Complex ($2 million, 4%), is secured by a 423,869- sq.-ft. mixed-use property in Houston, Texas. Year-end 2006 DSC was 0.86x, and occupancy was 69%. Details of the next three largest loans on the watchlist are: -- Michigan Equities C Portfolio ($1.9 million, 4%) is secured by 16 properties consisting of 12 office properties, three retail properties, and one industrial property, all located in Lansing or Okemos, Mich. Year- end 2006 DSC and occupancy were 1.05x and 90%, respectively. -- Rainier Office Portfolio ($1.6 million, 3%) is secured by a 479,717-sq.-ft. office portfolio consisting of four office buildings throughout Texas. Year-end DSC was 0.88x, and occupancy was 77%. -- Belmont Landing Apartments ($1.2 million, 3%) is secured by a 424-unit multifamily property in Riverdale, Georgia. The DSC was 0.35x with 66% occupancy as of year-end 2006. The pool exhibits geographic concentration in Texas (29%) and Michigan (11%) with property type concentration in multifamily (44%), office (18%), and retail (16%). Standard & Poor's stressed various assets in the mortgage pool as part of its analysis, including those on the watchlist and other assets considered credit impaired. Higher loss severities than are typical for CMBS transactions were assumed due to the deeply subordinated nature of the B notes. The resultant credit enhancement levels support the raised and affirmed ratings. Rating Raised Mezz Cap Commercial Mortgage Trust Commercial mortgage pass-through certificates series 2004-C1 Rating ------ Class To From Credit enhancement ----- -- ---- ---------------- B AA+ AA 35.18% C AA- A 30.47% D BBB+ BBB 24.71% E BBB BBB- 21.70% Ratings Affirmed Mezz Cap Commercial Mortgage Trust Commercial mortgage pass-through certificates series 2004-C1 Class Rating Credit enhancement ----- ------ ---------------- A AAA 40.94% G BB 16.07% X AAA N/A N/A - Not applicable. MORGAN STANLEY: S&P Downgrades Ratings on 78 Certificates --------------------------------------------------------- Standard & Poor's Ratings Services raised its rating on one class of mortgage pass-through certificates issued by Morgan Stanley Dean Witter Capital I Inc. Trust 2001-NC3. At the same time, S&P lowered its ratings on 78 certificates issued by 39 Morgan Stanley Dean Witter Capital I Inc. Trust and Morgan Stanley ABS Capital I Inc. Trust series. Of the 78 lowered ratings, S&P placed five on CreditWatch with negative implications, removed 17 from CreditWatch negative, and one remains on CreditWatch negative. In addition, S&P placed two additional ratings on CreditWatch negative. Concurrently, the rating on one class from Morgan Stanley Dean Witter Capital I Inc. Trust 2001-NC3 remains on CreditWatch negative, and S&P removed the rating on one class from Morgan Stanley Dean Witter Capital I Inc. Trust 2002-NC1 from CreditWatch negative. Lastly, S&P affirmed its ratings on 226 other certificates from various Morgan Stanley series. The upgrade of the M-1 class from Morgan Stanley Dean Witter Capital I Inc. Trust 2001-NC3 is based on a sufficient credit enhancement level to support the certificates at the higher ('AAA') rating level. Because this deal is currently failing its delinquency trigger, it will pay sequentially, and class M-1 is currently the most senior class in the transaction. The projected credit support percentage is 2.69x the credit enhancement associated with the higher rating category. The lowered ratings and negative CreditWatch placements reflect either current or projected credit enhancements levels that were not sufficient to support the certificates at the previous rating levels as of the October 2007 remittance period. Most of the affected deals have experienced monthly net losses that regularly outpace monthly excess interest. Overcollateralization is below target for 38 of the 39 deals that experienced negative rating actions. While the loss projections are not favorable for Morgan Stanley ABS Capital I Inc. Trust 2004-HE7, this is the only transaction in which O/C is at its target. Additionally, loss projections for these series show that the negative performance trend is likely to continue and further erode available credit support for all affected classes. Of the 39 transactions that experienced negative rating actions, the collateral pools for two (series 2003-SD1 and 2004-SD1) initially consisted of reperforming loans, while the remainder consisted of subprime loans. Cumulative losses for the subprime deals that saw negative rating actions ranged from 0.60% (series 2004-OP1) to 3.78% (series 2002-AM1) of the respective original principal balances. Delinquencies ranged from 18.40% (series 2004-NC4) to 53.47% (series 2001-NC2) of the current pool balances. Performance for those deals with ratings remaining on CreditWatch negative have not improved enough to warrant their removal from CreditWatch. Delinquencies have not cured significantly, nor have losses improved from the time of the CreditWatch placements. Standard & Poor's will closely monitor the performance of these transactions. The affirmations of the ratings on various classes from these deals reflect sufficient credit support percentages to support the current ratings as of the October 2007 remittance period. The underlying collateral for most of the transactions in this review consists primarily of subprime mortgage loans on residential properties that were originated using guidelines that target borrowers with less-than-perfect credit histories. Three of the transactions that we reviewed initially consisted of reperforming collateral. The guidelines set for the subprime deals are meant to assess both the borrower's ability to repay the loan and the adequacy of the value of the mortgaged property. Most of the mortgages in these transactions have terms of 30 years with interest rates that are fixed for two to three years. After this initial period, the mortgage rates become adjustable. Rating Raised Morgan Stanley Dean Witter Capital I Inc. Trust Rating ------ Series Class To From ------ ----- -- ---- 2001-NC3 M-1 AAA AA+ Ratings Lowered Morgan Stanley Dean Witter Capital I Inc. Trust Rating ------ Series Class To From ------ ----- -- ---- 2001-AM1 B-1 D CCC 2001-NC2 M-2 BBB A 2001-NC2 B-1 B BBB- 2002-AM1 B-1 D CCC 2002-AM2 M-2 BB A 2002-AM2 B-2 D CCC 2002-AM3 B-1 B BBB 2002-HE2 B-2 D CCC 2002-NC4 M-2 BBB A 2002-NC4 B-2 D CCC 2002-OP1 M-1 A AA 2002-OP1 M-2 B A 2002-OP1 B-2 D CCC 2003-NC2 M-3 BBB A- 2003-NC2 B-1 B BBB 2003-NC2 B-2 CCC BBB- 2003-NC4 B-1 BB BBB+ 2003-NC4 B-2 B BBB 2003-NC4 B-3 CCC BBB- Morgan Stanley ABS Capital I Inc. Trust Rating ------ Series Class To From ------ ----- -- ---- 2002-HE3 M-2 BBB A 2002-NC6 M-2 BBB A 2002-NC6 B-1 CCC BBB 2002-NC6 B-2 CCC BBB- 2003-HE1 B-2 BB BBB 2003-HE1 B-3 B BBB- 2003-HE3 B-3 B BBB- 2003-NC5 B-2 BB BBB 2003-NC6 M-3 BBB A- 2003-NC6 B-1 BB BBB+ 2003-NC6 B-2 B BBB 2003-NC7 B-2 BB BBB 2003-NC7 B-3 CCC BBB- 2003-NC8 B-3 B BBB- 2003-NC10 B-3 B BBB- 2003-SD1 B-1 B BBB 2003-SD1 B-2 CCC BBB- 2004-HE1 B-2 BB BBB 2004-HE1 B-3 B BBB- 2004-HE4 B-1 BB BBB+ 2004-HE4 B-2 B BBB 2004-HE4 B-3 CCC BBB- 2004-HE7 B-3 BB- BBB- 2004-NC2 B-3 BB BBB- 2004-NC2 B-4 B BB+ 2004-NC3 B-2 BB BBB 2004-NC3 B-3 B BBB- 2004-NC3 B-4 CCC BB+ 2004-NC4 B-3 BB BBB- 2004-NC4 B-4 B BB+ 2004-NC5 B-3 BB- BBB- 2004-NC5 B-4 B BB+ 2004-OP1 B-3 BB BBB- 2004-WMC3 B-1 BB- BBB+ 2004-WMC3 B-2 B BBB 2004-WMC3 B-3 CCC BBB- Ratings Lowered and Placed on Creditwatch Negative Morgan Stanley Dean Witter Capital I Inc. Trust Rating ------ Series Class To From ------ ----- -- ---- 2002-AM1 M-2 BB/Watch Neg A 2002-HE2 M-2 BB/Watch Neg A 2003-NC1 M-2 BBB/Watch Neg A 2003-NC1 M-3 BBB-/Watch Neg A- 2003-NC1 B-1 B/Watch Neg BBB Rating Lowered and Remaining on Creditwatch Negative Morgan Stanley Dean Witter Capital I Inc. Trust Rating ------ Series Class To From ------ ----- -- ---- 2001-AM1 M-2 BB/Watch Neg A/Watch Neg Ratings Lowered and Removed from Creditwatch Negative Morgan Stanley Dean Witter Capital I Inc. Trust Rating ------ Series Class To From ------ ----- --- ---- 2001-NC4 B-1 CCC B/Watch Neg 2002-HE1 B-1 B BB/Watch Neg 2002-HE1 B-2 CCC BB-/Watch Neg 2002-HE2 B-1 CCC B/Watch Neg 2002-NC2 B-1 CCC BB/Watch Neg 2002-NC3 B-1 CCC BB/Watch Neg 2002-NC3 B-2 CCC BB-/Watch Neg 2002-NC4 B-1 CCC BB/Watch Neg 2002-NC5 B-1 CCC BB/Watch Neg 2002-NC5 B-2 CCC B/Watch Neg 2002-OP1 B-1 CCC B/Watch Neg 2003-NC1 B-2 CCC BBB-/Watch Neg 2003-NC3 B-3 B BB/Watch Neg Morgan Stanley ABS Capital I Inc. Trust Rating ------ Series Class To From ------ ----- -- ---- 2002-HE3 B-1 CCC BB/Watch Neg 2002-HE3 B-2 D B/Watch Neg 2003-NC5 B-3 CCC BBB-/Watch Neg 2003-NC6 B-3 CCC BBB-/Watch Neg Ratings Placed on Creditwatch Negative Morgan Stanley Dean Witter Capital I Inc. Trust Rating ------ Series Class To From ------ ----- -- ---- 2002-HE2 M-1 AA+/Watch Neg AA+ 2003-NC3 B-2 BBB/Watch Neg BBB Rating Remaining on Creditwatch Negative Morgan Stanley Dean Witter Capital I Inc. Trust Series Class Rating ------ ----- ------ 2001-NC3 B-1 BB/Watch Neg Removed from Creditwatch Negative Morgan Stanley Dean Witter Capital I Inc. Trust Rating ------ Series Class To From ------ ----- -- ---- 2002-NC1 B-1 B B/Watch Neg Ratings Affirmed Morgan Stanley Dean Witter Capital I Inc. Trust Series Class Rating ------ ----- ------ 2001-AM1 M-1 AA+ 2001-NC2 M-1 AA+ 2001-NC3 M-2 A 2001-NC4 M-1 AA+ 2001-NC4 M-2 A 2002-AM1 M-1 AA+ 2002-AM2 M-1 AAA 2002-AM2 B-1 CCC 2002-AM3 A-2, A-3 AAA 2002-AM3 M-1 AA 2002-AM3 M-2 A 2002-AM3 B-2 CCC 2002-HE1 M-1 AA 2002-HE1 M-2 A 2002-NC3 A-2, A-3 AAA 2002-NC3 M-1 AA 2002-NC3 M-2 A 2002-NC4 M-1 AA 2002-NC5 M-1 AA+ 2002-NC5 M-2 A+ 2002-NC5 M-3 A 2003-NC1 M-1 AA+ 2003-NC2 M-1 AA+ 2003-NC2 M-2 A 2003-NC3 M-1 AA+ 2003-NC3 M-2 A 2003-NC3 M-3 A- 2003-NC3 B-1 BBB+ 2003-NC4 M-1 AA+ 2003-NC4 M-2 A 2003-NC4 M-3 A- Morgan Stanley ABS Capital I Inc. Trust Series Class Rating ----- ----- ------ 2002-HE3 A-2 AAA 2002-HE3 M-1 AA+ 2002-NC6 M-1 AA 2003-HE1 M-1 AA 2003-HE1 M-2 A 2003-HE1 M-3 A- 2003-HE1 B-1 BBB+ 2003-HE2 M-1 AA 2003-HE2 M-2 A 2003-HE2 M-3 A- 2003-HE2 B-1 BBB+ 2003-HE2 B-2 BBB 2003-HE2 B-3 BBB- 2003-HE3 A-3 AAA 2003-HE3 M-1 AA 2003-HE3 M-2 A 2003-HE3 M-3 A- 2003-HE3 B-1 BBB+ 2003-HE3 B-2 BBB 2003-NC5 M-1 AA+ 2003-NC5 M-2 A 2003-NC5 M-3 A- 2003-NC5 B-1 BBB+ 2003-NC6 M-1 AA+ 2003-NC6 M-2 A 2003-NC7 M-1 AA+ 2003-NC7 M-2 A 2003-NC7 M-3 A- 2003-NC7 B-1 BBB+ 2003-NC8 M-1 AA+ 2003-NC8 M-2 A 2003-NC8 M-3 A- 2003-NC8 B-1 BBB+ 2003-NC8 B-2 BBB 2003-NC9 M AAA 2003-NC9 B BBB- 2003-NC10 M-1 AA+ 2003-NC10 M-2 A 2003-NC10 M-3 A- 2003-NC10 B-1 BBB+ 2003-NC10 B-2 BBB 2003-SD1 A-1, A-2 AAA 2003-SD1 M-1 AA 2003-SD1 M-2 A 2004-HE1 A-4 AAA 2004-HE1 M-1 AA 2004-HE1 M-2 A 2004-HE1 M-3 A- 2004-HE1 B-1 BBB+ 2004-HE2 M-1 AA 2004-HE2 M-2 A 2004-HE2 M-3 A- 2004-HE2 B-1 BBB+ 2004-HE2 B-2 BBB 2004-HE2 B-3 BBB- 2004-HE3 A-2, A-4 AAA 2004-HE3 M-1 AA 2004-HE3 M-2 A 2004-HE3 M-3 A- 2004-HE3 B-1 BBB+ 2004-HE3 B-2 BBB 2004-HE3 B-3 BBB- 2004-HE4 M-1 AA 2004-HE4 M-2 A 2004-HE4 M-3 A- 2004-HE5 M-1 AA 2004-HE5 M-2 A 2004-HE5 M-3 A- 2004-HE5 B-1 BBB+ 2004-HE5 B-2 BBB 2004-HE5 B-3 BBB- 2004-HE6 A-1, A-2 AAA 2004-HE6 M-1 AA+ 2004-HE6 M-2 AA 2004-HE6 M-3 AA- 2004-HE6 M-4 A 2004-HE6 M-5 A- 2004-HE6 B-1 BBB+ 2004-HE6 B-2 BBB 2004-HE6 B-3 BBB- 2004-HE7 M-1 AA+ 2004-HE7 M-2 AA 2004-HE7 M-3 AA- 2004-HE7 M-4 A 2004-HE7 M-5 A- 2004-HE7 B-1 BBB+ 2004-HE7 B-2 BBB 2004-HE8 A-4, A-7 AAA 2004-HE8 M-1 AA+ 2004-HE8 M-2 AA 2004-HE8 M-3 AA- 2004-HE8 M-4 A+ 2004-HE8 M-5 A 2004-HE8 M-6 A- 2004-HE8 B-1 BBB+ 2004-HE8 B-2 BBB 2004-HE8 B-3 BBB- 2004-HE9 M-1 AA+ 2004-HE9 M-2 AA 2004-HE9 M-3 AA- 2004-HE9 M-4 A+ 2004-HE9 M-5 A 2004-HE9 M-6 A- 2004-HE9 B-1 BBB+ 2004-HE9 B-2 BBB 2004-HE9 B-3 BBB- 2004-NC1 M-1 AA 2004-NC1 M-2 A 2004-NC1 M-3 A- 2004-NC1 B-1 BBB+ 2004-NC1 B-2 BBB 2004-NC1 B-3 BBB- 2004-NC2 M-1 AA 2004-NC2 M-2 A 2004-NC2 M-3 A- 2004-NC2 B-1 BBB+ 2004-NC2 B-2 BBB 2004-NC3 M-1 AA 2004-NC3 M-2 A 2004-NC3 M-3 A- 2004-NC3 B-1 BBB+ 2004-NC4 M-1 AA 2004-NC4 M-2 A 2004-NC4 M-3 A- 2004-NC4 B-1 BBB+ 2004-NC4 B-2 BBB 2004-NC5 M-1 AA 2004-NC5 M-2 A 2004-NC5 M-3 A- 2004-NC5 B-1 BBB+ 2004-NC5 B-2 BBB 2004-NC6 M-1 AA 2004-NC6 M-2 A 2004-NC6 M-3 A- 2004-NC6 B-1 BBB+ 2004-NC6 B-2 BBB 2004-NC6 B-3 BBB- 2004-NC7 M-1 AA+ 2004-NC7 M-2 AA 2004-NC7 M-3 AA- 2004-NC7 M-4 A 2004-NC7 M-5 A- 2004-NC7 B-1 BBB+ 2004-NC7 B-2 BBB 2004-NC7 B-3 BBB- 2004-NC8 M-1 AA+ 2004-NC8 M-2 AA 2004-NC8 M-3 AA- 2004-NC8 M-4 A+ 2004-NC8 M-5 A 2004-NC8 M-6 A- 2004-NC8 B-1 BBB+ 2004-NC8 B-2 BBB 2004-NC8 B-3 BBB- 2004-OP1 M-1 AA+ 2004-OP1 M-2 AA 2004-OP1 M-3 AA- 2004-OP1 M-4 A+ 2004-OP1 M-5 A 2004-OP1 M-6 A- 2004-OP1 B-1 BBB+ 2004-OP1 B-2 BBB 2004-SD1 A AAA 2004-SD1 M-1 AA 2004-SD1 M-2 A 2004-SD1 B BBB 2004-SD2 A-1 AAA 2004-SD2 M-1 AA 2004-SD2 M-2 A 2004-SD2 B-1 BBB 2004-SD2 B-2 BBB- 2004-WMC1 M-1 AA 2004-WMC1 M-2 A 2004-WMC1 M-3 A- 2004-WMC1 B-1 BBB+ 2004-WMC1 B-2 BBB 2004-WMC1 B-3 BBB- 2004-WMC2 M-1 AA 2004-WMC2 M-2 A 2004-WMC2 M-3 A- 2004-WMC2 B-1 BBB+ 2004-WMC2 B-2 BBB 2004-WMC2 B-3 BBB- 2004-WMC3 M-1 AA+ 2004-WMC3 M-2 AA 2004-WMC3 M-3 AA- 2004-WMC3 M-4 A+ 2004-WMC3 M-5 A 2004-WMC3 M-6 A- MTI GLOBAL: Posts CDN$2.1 Million Net Loss in Third Quarter ----------------------------------------------------------- MTI Global Inc. reported financial results for the three and nine- month periods ended Sept. 30, 2007. MTI Global also disclosed the consolidation of the majority of Aerospace production in Mexico and the consolidation options of recently acquired Mold-Ex silicone division with MTI's current US production facilities. The net loss for the third quarter of 2007 was CDN$2.1 million, compared with a net loss of CDN$463,000 for the same period last year. Sales for the three months ended Sept. 30, 2007, were CDN$15.5 million, an increase of 5% compared with last year's sales of CDN$14.8 million. Sales included a decrease of approximately CDN$700,000 attributable to the impact of the decline in the U.S. dollar compared with the currency rates for the same period in 2006. Aerospace sales for the third quarter of fiscal 2007 were CDN$4.8 million compared with sales of CDN$5.6 million for the comparable period last year. Sales reflect a decrease of CDN$427,000 related to the weakening U.S. dollar compared with last year. Fabricated Products sales for the period were CDN$944,000 or 8% lower than sales of CDN$1 million for the third quarter of fiscal 2006. The decrease was attributable to an anticipated decline in automotive market sales. North American Silicone sales for the third quarter of fiscal 2007 increased by 30%, or CDN$1.3 million, to CDN$5.7 million, compared with CDN$4.4 million for the same period last year. The increase is due to revenues of CDN$1.8 million from the acquisition of Mold-Ex during the quarter, offset by CDN$300,000 in the quarter due to the lower exchange rate in effect this year as well as overall reduced activity in the transit market. European Silicone sales increased by CDN$221,000, or 6% to CDN$4.1 million for the third quarter of 2007 compared with sales of CDN$3.9 million for the same period last year. The sales improvement included a modest CDN$27,000 gain, or 1% attributable to the increase in the Euro. The gross margin for the third quarter in 2007 was CDN$4.5 million, a CDN$550,000 or 11% decrease, compared with the third quarter last year. The gross margin as a percentage, decreased to 29% from 34%, mostly due to redundant costs at MTI PolyFab resulting from subcontracting the majority of Aerospace manufacturing to Mexico and the decrease in the U.S. dollar. Offsetting the decrease in gross margin was a positive contribution of CDN$745,000 from the inclusion of the Mold-Ex silicone results. President and chief executive officer, Bill Neill commented, "Third quarter results were disappointing to say the least. While we expected some continued pressures on results due to the rising Canadian dollar, we did not anticipate the sharp dramatic rise in such a short period of time. To put this into context, during the third quarter, the strengthening Canadian dollar eroded approximately CDN$427,000 in Aerospace sales alone." Mr. Neill commented, "Over the past year, we have implemented a number of cost cutting and efficiency initiatives to mitigate industry and economic pressures. In light of the current pressures and to further those initiatives, we are implementing a shorter term plan focused specifically on improving and streamlining customer and sales relationships; achieving more stringent discipline with respect to processes; and tighter management of working capital including inventory and overall financial performance. This is the next logical step building on existing measures." "We took decisive action earlier on in the year to mitigate the effects of the rising Canadian dollar - including moving production of most Aerospace programs to Mexico - and the full benefits of this action will be fully reflected starting with the first quarter of fiscal 2008," he added. During the quarter, the company added the recently acquired silicone division of Mold-Ex to the North American Silicone division. This complementary acquisition contributed approximately CDN$1.8 million to revenues to this division. MTI Global previously disclosed it would review consolidation alternatives for this division with a view to maximizing efficiencies and cost reductions. Migration of Aerospace Production to Mexico As previously reported, MTI continued the migration of its Aerospace production to MTI de Baja, Mexico, starting with the Boeing 787 program. To date, nearly 40% of the planned Aerospace production transfers have been completed with the remaining 60% on target to be completed by year end. During the quarter, MTI Global incurred expenses of approximately CDN$1 million associated with the migration of programs to Mexico. The company also expects a further CDN$500,000 in related expenses to be incurred in the fourth quarter with the full financial benefits and meaningful effects on results to begin in the first quarter of fiscal 2008. Nine Months Results Sales for the nine months ended Sept. 30, 2007, were CDN$47.8 million, 3% ahead of last year's sales of CDN$46.3 million. This includes a decrease of approximately CDN$529,000 due to the impact of currency fluctuations. The gross margin for the nine months ended Sept. 30, 2007, was CDN$15.7 million, a decrease of CDN$1.3 million or 7%. The gross margin as a percentage decreased to 32% from 36% in the same period of 2006 because of duplication of costs in Mexico and margin erosions due to currency fluctuations. The loss before income taxes and non-controlling interest for the nine months ended Sept. 30, 2007, was CDN$2.6 million compared to a loss of CDN$157,000 last year. For the nine months ended Sept. 30, 2007, the net loss was CDN$2.8 million, to a net loss of CDN$348,000 for the same period last year. As at Sept. 30, 2007, the company had working capital of CDN$7.2 million - including cash and cash equivalents, plus cash deposited as collateral totaling CDN$700,000 - compared with CDN$14.2 million at Dec. 31, 2006. Working capital has decreased due to an increase in bank indebtedness and an increase in the current portion of long term debt. The company is taking active measures including better inventory management to improve working capital. At Sept. 30, 2007, the company's consolidated balance sheet showed CDN$60.8 million in total assets, CDN$18.3 million in total liabilities, and CDN$42.5 million in total shareholders' equity. Breach of Financial Covenant Subsequent to the release of the second quarter results, the company was notified by its Canadian chartered bank that it was in breach of a financial covenant in its credit facility agreement as at June 30, 2007. Specifically, the company did not comply with the debt service coverage ratio of 1.25 calculated on a rolling twelve month basis. Furthermore, the company was in breach of a general covenant concerning the transfer of certain inventory and equipment to the company's contract manufacturer in Mexico without first receiving the Bank's prior written consent. The company has received a written notice of waiver of the June 30, 2007, breaches through Nov. 30, 2007, and has requested the Bank's written consent for ongoing transfers of inventory and equipment in compliance with the terms of its loan agreement. Due to unfavourable financial results in the third quarter, the company remains in breach of the same debt service coverage ratio as at Sept. 30, 2007. Accordingly, the credit facilities consisting of an operating and term loan with the Bank are in default and have both been reflected in current liabilities. The company also expects to be in breach of the debt service covenant at Dec. 31, 2007. The company has commenced discussions with the Bank with respect to the breaches and has requested that the Bank waive the default for Sept. 30, 2007. About MTI Global Headquartered in Mississauga, Ontario, MTI Global Inc. (TSX: MTI) -- http://www.mtiglobalinc.com/-- designs, develops and manufactures custom-engineered products using silicone and other cellular materials. The company serves a variety of specialty markets focused on three main product categories: Silicone, Aerospace and Fabricated Products. MTI's Canadian manufacturing operations are located in Mississauga, Ontario, with international manufacturing operations located in Richmond and Buchanan, Virginia; Pensacola, Florida; Bremen, Germany; and a contract manufacturer venture in Ensenada, Mexico. The company also has sales operations in England and Sweden, and an engineering support centre in Brazil. MYLAN INC: Prices Public Offering of Preferred & Common Stock ------------------------------------------------------------- Mylan Inc. announced that it has priced its concurrent public offerings of 1.86 million shares of 6.50% mandatory convertible preferred stock at $1,000 per share and 53.5 million shares of common stock at $14 per share pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission. The underwriters have options to purchase approximately 279,000 additional shares of preferred stock and approximately 8.025 million shares of common stock, in each case to cover overallotments, if any. These offerings are separate public offerings by means of separate prospectus supplements and the closing of each offering is not contingent on the other. The preferred stock will pay, when declared by the Board of Directors, dividends at a rate of 6.50% percent per annum on the liquidation preference of $1,000 per share, payable quarterly in arrears in cash, shares of Mylan common stock or a combination thereof at Mylan's election. The first dividend date will be February 15, 2008. Each share of preferred stock will automatically convert on November 15, 2010, into between approximately 58.5480 shares and 71.4286 shares of MYL common stock. The conversion rate will be subject to anti-dilution adjustments in certain circumstances. Holders may elect to convert at any time at the minimum conversion rate of 58.5480 shares of common stock for each share of preferred stock. The preferred stock has been approved for listing on the New York Stock Exchange, subject to issuance. The ticker symbol for this security will be MYLPrA. The offerings will generate net proceeds of approximately $2.5 billion after underwriters discounts and expenses, without giving effect to the exercise of the overallotment options. The closing date for the transactions is expected to be November 19, 2007. Mylan intends to use the net proceeds of the offerings to prepay a portion of the bridge loans that were borrowed to finance in part its acquisition of Merck KGaA\u2019s generics business. The joint book-running managers for the preferred stock and common stock offerings are Merrill Lynch & Co. and Goldman, Sachs & Co. Merrill Lynch & Co. is acting as sole global coordinator for all financings for Mylan. Co-managers for the common stock offering are Citi, JPMorgan and Cowen and Company. Co-managers for the preferred stock offering are Citi, JPMorgan, Cowen and Company, Banc of America Securities LLC and Mitsubishi UFJ Securities. Copies of the prospectuses related to the offerings may obtained from: Merrill Lynch & Co. 4 World Financial Center New York, NY 10080 Attention: Prospectus Department --- or --- Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Attention: Prospectus Department Fax: (212) 902-9316 About Mylan Inc. Mylan Inc., fka Mylan Laboratories Inc., (NYSE: MYL) -- http://www.mylan.com/-- is a global pharmaceutical company with market leading positions in generic pharmaceuticals, transdermal technology and unit dose packaged products. Mylan operates through three principal subsidiaries: Mylan Pharmaceuticals, a world leader in generic pharmaceuticals; Mylan Technologies, the largest producer of generic and branded transdermal patches for the U.S. market; and UDL Laboratories, the top U.S.-supplier of unit dose pharmaceuticals. Mylan also owns a controlling interest in Matrix Laboratories, one of the world's premier suppliers of active pharmaceutical ingredients. Mylan also has a European platform through Docpharma, a Matrix subsidiary, which is a marketer of branded generics in Europe. MYLAN INC: Moody's Lowers Corporate Family Rating to B1 ------------------------------------------------------- Moody's Investors Service assigned B1 ratings to the new senior secured credit facilities of Mylan Inc., formerly known as Mylan Laboratories Inc. In addition, Moody's lowered Mylan's Corporate Family Rating to B1 from Ba1, concluding a rating review for possible downgrade initiated on May 14, 2007 and lowered the speculative grade liquidity rating to SGL-2 from SGL-1. Moody's is withdrawing the ratings on Mylan's former senior unsecured credit facilities and senior unsecured notes, which have been repaid. The rating outlook is stable. These rating actions are being taken in conjunction with Mylan's recent acquisition of Merck KGaA's generics pharmaceuticals business for approximately $6.9 billion. "The B1 ratings reflect the important benefits of Mylan's geographic expansion and vertical integration, offset by significantly higher financial leverage," stated Michael Levesque, Moody's Senior Vice President. The B1 rating reflects primarily these factors: (1) the strategic benefits of Mylan's global diversification, scale and vertical integration initiatives; (2) positive free cash flow benefiting from cost synergies and vertical integration; and (3) the belief that Debt/EBITDA will be reduced below 4.0 times by year-end 2009. Mylan began its international expansion in late 2006 via the acquisition of an India-based active pharmaceutical ingredients company, Matrix Laboratories. Matrix is the 2nd largest API supplier globally, and the Matrix acquisition is helping Mylan build much greater vertical integration than most generics peers. The acquisition of the Merck generics business provides additional opportunities for vertical integration. Offsetting risk factors include: (1) high Debt/EBITDA and limited FCF/Debt over the next two years; (2) risks related to the integration of the Merck generics business; (3) generics pricing pressure; and (4) the sector-wide risk of potential additional acquisitions. Key integration risk factors include employee retention, systems integration, cultural issues, and requirements to certify internal controls over financial reporting. Ratings assigned: * B1 (LGD3, 43%) sr. secured Term Loan A of $500 million due 2013 * B1 (LGD3, 43%) sr. secured revolving credit facility of $750 million due 2013 * B1 (LGD3, 43%) sr. secured Term Loan B of $2 billion due 2014 * B1 (LGD3, 43%) sr. secured Term Loan B of EUR1.131 billion due 2014 Ratings lowered: * Corporate Family Rating to B1 from Ba1 * Probability of Default Rating to B1 from Ba1 * Speculative Grade Liquidity Rating to SGL-2 from SGL-1 Ratings withdrawn: * Ba1 (LGD4, 51%) sr. unsecured revolving credit facility of $700 million due 2011 * Ba1 (LGD4, 51%) sr. unsecured revolving credit facility of $300 million due 2011 * Ba1 (LGD4, 51%) sr. unsecured term loan of $450 million due 2012 * Ba1 (LGD4, 51%) sr. unsecured notes of $150 million due 2010 * Ba1 (LGD4, 51%) sr. unsecured notes of $350 million due 2015 Moody's does not rate Mylan's convertible notes of $600 million due 2012, or the new mandatory convertible preferred stock due 2010. Headquartered in Canonsburg, Pennsylvania, Mylan Inc. is a specialty pharmaceutical company. For the six-month period ended Sept. 30, 2007 Mylan reported total revenue of approximately $1.0 billion. NEUMANN HOMES: Wants to Rescind $80 Million Tadian Homes Purchase ----------------------------------------------------------------- Kenneth P. Neumann has asked the United States District Court for the Northern District of Illinois to rescind Neumann Homes, Inc.'s $80,000,000 acquisition of Tadian Homes LLC in 2005. Mr. Neumann says the officers of Tadian Holdings LLC and Tadian Holdings made material misrepresentations regarding Tadian Homes' then-current and historical profit margins to induce Neumann Homes to purchase the membership interests of Tadian Homes. Mr. Neumann explains that Tadian Holdings and its officers overstated the profit margins on several of Tadian Homes' residential development projects by not including certain costs in Tadian Homes' accounting books and records. Neumann also found several drawers full of unprocessed invoices, purchase orders, and variance purchase orders, which were not included or not properly accrued for in the costs of Tadian Homes' assets. Tadian Homes was a Michigan-based home building company that, in 2005, was in the process of building several residential developments in the Detroit metropolitan area. Pursuant to the parties' purchase agreement, Neumann Homes agreed to pay Tadian Holdings and IHP Investment Fund V, L.P. -- the sole members of Tadian Homes -- in excess of $80,000,000 in cash and other consideration. Mr. Neumann brought the action against NRD Investments LLC and Tadian Holdings. The allegations were part of Mr. Neumann's counterclaims filed in response to a breach of contract suit NRD commenced in September 2007 against him and Neumann Homes. NRD seeks to compel Neumann Homes to close on the acquisition of a property in Kane County, Illinois. As a part of the Tadian Homes deal, Neumann assigned to NRD -- which was established by Gary Tadian, founder of Tadian Homes, for the sole purpose of accepting the assignment -- the options that Neumann held to purchase the Nagel East and Nagel West properties in Kane County, Illinois. In addition, Neumann Homes would purchase Nagel East and Nagel West from NRD at a later date with a profit in excess of $4,000,000 to Mr. Tadian. Mr. Neumann executed a document to guaranty the Nagel purchase agreement. The sale of Nagel West closed as planned. NRD alleged that Neumann Homes failed to take any steps to close the purchase of Nagel East. NRD alleged that Neumann Homes owes it $9,828,039 in unpaid balance for the purchase of the Nagel East parcel as well as assumption of mortgage on the property and reimbursement of certain amounts. NRD also seeks to enforce the Guaranty Mr. Neumann executed as part of the transaction. Mr. Neumann denies that he or Neumann Homes is liable to NRD for breach of any agreement. Mr. Neumann contends that the Nagel Purchase Agreement and the Guaranty were procured through fraud. He asserts that NRD's claims are barred because the "Guaranty" is unenforceable. Headquartered in Warrenville, Illinois, Neumann Homes Inc. -- http://www.neumannhomes.com/-- develops and builds residential real estate throughout the Midwest and West US. The company is active in the Chicago area, southeastern Wisconsin, Colorado, and Michigan. The company have built more than 11,000 homes in some 150 residential communities. The company offer formal business training to employees through classes, seminars, and computer- based training. The company and five of its affiliates filed for Chapter 11 protection on Nov. 1, 2007 (Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., at Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the Debtors to represent them in these cases. When the Debtors filed for protection against its creditors, they listed assets and debts of more than $100 million. The Debtors' exclusive period to file a chapter 11 plan expires on Jan. 29, 2008. (Neumann Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000). PASCACK VALLEY: Court Approves Sills Cummis as Bankruptcy Counsel ----------------------------------------------------------------- The Honorable Rosemary Gambardella of the U.S. Bankruptcy Court for the District of New Jersey gave Pascack Valley Hospital Association Inc. permission to employ Sills Cummis Epstein & Gross PC as its bankruptcy counsel. Sills Cummis will: a. advice the Debtor with respect to its duties and powers; b. prepare necessary motions, applications, complaints, responses, orders, agreements and other pleadings and documents as may be appropriate and authorized by the Debtor, and appearing in Court to prosecute such pleadings; c. assist the Debtor in the sale and disposition of assets; d. assist the Debtor in the formulation, solicitation and confirmation of a plan; and e. perform other legal services as may be required and be in the interests of the Debtor and the Estate. The Debtor will pay the firm at these rates: Designation Hourly Rate ----------- ----------- Members $350 - $650 Of Counsel $300 - $550 Associates $195 - $375 Paralegals and Law Clerks $100 - $260 Other Administrative Staff $100 - $250 Sills Cummis has represented the Debtor on several matters since May 2005. As of the bankruptcy filing, the Debtor is not indebted to Sills Cummis since the Debtor's parent, Well care Group Inc. has paid the firm a $283,213 retainer that was applied against the $293,476 prepetition services rendered by the firm. Sills Cummis has waived the balance. To the best of the Debtor and the firm's knowledge, Sills Cummis does not hold or represent an adverse interest to the estate and is a "disinterested person" under Section 101(14) of the U.S. Bankruptcy Code. The firm can be reached at: Jack M. Zackin, Esq. Simon Kimmelman, Esq. Valerie A. Hamilton, Esq. Sills Cummis Epstein & Gross PC One Riverfront Plaza Newark, NJ 07102 Tel: (973) 643-6975 Fax: (973) 643-6281 http://www.sillscummis.com/ About Pascack Valley Hospital Based in Westwood, New Jersey, Pascack Valley Hospital Association Inc. -- http://www.pvhospital.org/-- operates a full-service, 291-bed non-profit medical facility, part of a system of healthcare affiliates known as the Well Care Group Inc., which provides a full range of the most advanced, technically specialized healthcare services available. The Debtor filed for Chapter 11 protection on Sept. 24, 2007 (Bankr. D. N.J. Case No. 07-23686). The proposed counsels for the Official Committee of Unsecured Creditors are Douglas J. McGill, Esq. and Robert Malone, Esq. at Drinker, Biddle & Reath LLP. The Debtor's schedules show total assets of $98,609,477 and total debts of $114,652,723. PASCACK VALLEY: D. Knowlton Designated as Patient Care Ombudsman ---------------------------------------------------------------- Kelly Beaudin Stapleton, the United States Trustee for Region 3, with the approval from the U.S. Bankruptcy Court for the District of New Jersey designated David L. Knowlton as patient care ombudsman for Pascack Valley Hospital Association Inc. Pursuant to Section 333 of the U.S. Bankruptcy Code, Mr. Knowlton will: (1) monitor the quality of patient care provided to patients of the debtor, to the extent necessary under the circumstances, including interviewing patients and physicians; (2) file the report with the court after notice to the parties in interest, at a hearing or in writing, regarding the quality of patient care provided to patients of the debtor as per the Consent Order Authorizing the United States Trustee to Appoint a Patient Care Ombudsman pursuant to Section 333 of the Bankruptcy Code dated Oct. 31, 2007; (3) if the ombudsman determines that the quality of patient care provided to patients of the debtor is declining significantly or is otherwise being materially compromised, file with the court a motion or a written report, with notice to the parties in interest immediately upon making the determination; and (4) maintain any information he obtains under Section 333 of the Bankruptcy Code that relates to patients (including information relating to patient records) as confidential information. The ombudsman may not review confidential patient records unless the Court approves the review in advance and imposes restrictions on the ombudsman to protect the confidentiality of the records. Mr. Knowlton can be reached at: NJHCQI, 479 West State Street Trenton, NJ 08618 Tel: (609) 737-0935 Fax: (609) 737-1754 About Pascack Valley Hospital Based in Westwood, New Jersey, Pascack Valley Hospital Association Inc. -- http://www.pvhospital.org/-- operates a full-service, 291-bed non-profit medical facility, part of a system of healthcare affiliates known as the Well Care Group Inc., which provides a full range of the most advanced, technically specialized healthcare services available. The Debtor filed for Chapter 11 protection on Sept. 24, 2007 (Bankr. D. N.J. Case No. 07-23686). The proposed counsels for Official Committee of Unsecured Creditors are Douglas J. McGill, Esq. and Robert Malone, Esq. at Drinker, Biddle & Reath LLP. The Debtor's schedules show total assets of $98,609,477 and total debts of $114,652,723. PASCACK VALLEY: U.S. Trustee Appoints Five-Member Creditors Panel ----------------------------------------------------------------- The United States Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors in Pascack Valley Hospital Association Inc.'s bankruptcy cases. 1. Joseph Morgan MD-X Solutions, Inc. 725 Darlington Avenue Mahwah, NJ 07430 Tel: (201) 543-0603 Fax: (201) 444-9917 2. Luana Gehring Medtronic 3850 Victoria St., MS V215 Shoreview, MN 55014 Tel: (763) 514-2206 Fax: (763) 367-1400 3. Ann Twomey Health Professionals & Allied Employees 110 Kinderkamack Road Emerson, NJ 07630 Tel: (201) 262-5005 Fax: (201) 262-4335 4. John M. Blumers Biomet, Inc. 100 Interpace Parkway Parsippany, NJ 07054 Tel: (973) 299-9300 X 2266 Fax: (973) 299-2681 5. Stanley Siegel, Chairperson Bergen Community Regional Blood Center 970 Linwood Avenue West Paramus, NJ 07652 Tel: (201) 705-1660 Fax: (201) 265-4023 About Pascack Valley Hospital Based in Westwood, New Jersey, Pascack Valley Hospital Association Inc. -- http://www.pvhospital.org/-- operates a full-service, 291-bed non-profit medical facility, part of a system of healthcare affiliates known as the Well Care Group Inc., which provides a full range of the most advanced, technically specialized healthcare services available. The Debtor filed for Chapter 11 protection on Sept. 24, 2007 (Bankr. D. N.J. Case No. 07-23686). The proposed counsels for the Official Committee of Unsecured Creditors are Douglas J. McGill, Esq. and Robert Malone, Esq. at Drinker, Biddle & Reath LLP. The Debtor's schedules show total assets of $98,609,477 and total debts of $114,652,723. PATRON SYSTEMS: Files for Chapter 11 Protection in Colorado ----------------------------------------------------------- Patron Systems, Inc., filed a voluntary petition for reorganization under Chapter 11 on Nov. 14, 2007 in the U.S. Bankruptcy Court for the District of Colorado. Patron and the holder of its secured debt, Apex Investment Fund V, L.P. have agreed to the sale of Patron's assets, including the FormStream(TM) mobile field reporting software business to a new private company. The investors in this new company will be investing substantial new capital to fund the operations and future development of FormStream software. Investors included in this new company will be Apex Investment V, L.P. who is Patron's largest shareholder and the holder of Patron's secured debt. Operating under the provisions of Chapter 11 allows the operational activities of FormStream to continue while the sale of FormStream(TM) and the financial disposition of Patron is completed. "We want to assure our customers, partners and employees that FormStream operations will continue as usual," Bob Cross, Chairman and acting CEO of Patron Systems, stated. "This reorganization is planned with no disruption to the day-to-day customer or partner activities or to signed or announced commitments." This new private company will operate out of Patron's current facility in Boulder, Colorado, and will continue to employ the staff providing sales and marketing, engineering, support and services such as product implementation. The reorganization will support the completion and roll-out of a feature-rich product road map that will appeal to a broader public safety market while delivering market-forward and customer-requested functionality. Customers, prospects and partners will continue to enjoy the same level of innovativeness and ease-of-use found in FormStream. "Patron Systems has consistently maintained a policy of strong support and service to its partners and its customers over the years," Mr. Cross concluded. "Patron's commitment to the ongoing support of FormStream and its customers remains unaltered and we expect to see continued growth and expansion of the FormStream product and its capabilities in the years to come in this new financially restructured private company." Headquartered in Boulder, Colorado, Patron Systems Inc. (OTC BB: PTRN) -- http://www.patronsystems.com/-- offers integrated enterprise email and data security and enforceable compliance. The company's suite of Active Message Management(TM) products addresses eform creation, capture, sharing, and manages data in an industry standard format as well as providing solutions for mailbox management, email policy management, email retention policies, archiving and eDiscovery, proactive email supervision, and protection of messages and their attachments in motion and at rest. PATRON SYSTEMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Patron Systems, Inc. 5775 Flatiron Parkway Suite 230 Boulder, CO 80301 Bankruptcy Case No.: 07-23228 Type of Business: The Debtor offers integrated enterprise email and data security and enforceable compliance. Chapter 11 Petition Date: November 14, 2007 Court: District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Jeffrey S. Brinen, Esq. Kutner Miller Brinen, P.C. 303 East 17th Avenue Suite 500 Denver, CO 80203 Tel: (303) 832-2400 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Lok Technology $580,132 181 Metro Drive Suite 580 San Jose, CA 95110 Internal Revenue Service $407,665 P.O. Box 21126 Philadelphia, PA 19114-0326 Edgar A. McIntosh $286,370 206 Montglen Court Greenville, SC 29607-6083 Sherif Mohamed Fathi El Kilany $259,146 8 El Kartoom Street Korba Helipolise Cairo, Egypt State of California $200,000 Janice Grape $158,689 Hogan and Hartson, LLP $159,076 David Klemer $132,241 Fredrik Bjurle $132,208 Grant Thornton, LLP $125,000 Wayne Heldt $120,653 Marcum and Kliegman, LLP $120,802 Robert Maurer $108,513 Paul Fennell $89,419 Liberty IMS $89,388 First Analysis Securities Corporation $60,000 Omid Ghiami $46,187 Joann Frizzi $26,280 Robert Cross $45,487 Mitra Fathollahi $34,464 PIKE NURSERY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Pike Nursery Holding LLC dba Pike Family Nurseries dba Pike Nurseries 4020 Steve Reynolds Boulevard Norcross, GA 30093 Bankruptcy Case No.: 07-79129 Type of Business: The Debtor operates plant nurseries in 22 locations at Georgia, North Carolina, and Alabama. The Debtor filed for bankruptcy due to drought and further water supply restrictions. Chapter 11 Petition Date: November 14, 2007 Court: Northern District of Georgia (Atlanta) Judge: Mary Grace Diehl Debtor's Counsel: J. Robert Williamson, Esq. Scroggins and Williamson 1500 Candler Building 127 Peachtree Street, Northeast Atlanta, GA 30303 Tel: (404) 893-3880 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 ------ --------------- ------------ Monrovia - West Coast Trade $716,779 P.O. Box 406964 Atlanta, GA 30384-6964 Wight Nurseries Inc. Trade $689,289 P.O. Box 406964 Atlanta, GA 30384-6964 Pennington Seed, Inc. Trade $435,652 Charlotte Carson Georgia Division Madison, GA 30650 Grosouth, Inc. Trade $386,863 P.O. Box 349 Montgomery, AL 36101-0349 Wenke Greenhouse Trade $342,922 2525 North 30th Street Kalamazoo, MI 49004 Border Concepts, Inc. Trade $295,322 P.O. Box 471185 Charlotte, NC 28247 Bosse Concrete Products Trade $275,600 P.O. Box 651255 Charlotte, NC 28265-1255 Sims Bark Company Inc. Trade $213,908 Flowerwood Nursery Trade $212,657 Greenleaf Nursery Company - Texas Trade $209,607 American Express Credit Card $208,368 CAFFCO - Naturline Trade $198,500 Sunbelt Greenhouses Trade $190,027 Baskin Nursery, Inc. Trade $186,292 Dudley Nurseries, Inc. Trade $186,105 Pavestone Trade $185,993 Coweta Greenhouses Inc. Trade $172,285 I.M. Flowers Trade $165,238 Riverbend Nursery Inc. Trade $156,958 Gerson International Trade $148,565 PLAINS EXPLORATION: Discloses Result of Election by Pogo's Holders ------------------------------------------------------------------ Plains Exploration & Production Company disclosed the final results of elections made by stockholders of Pogo Producing Company for the form of merger consideration to be received in the merger of Pogo with and into PXP Acquisition LLC, a wholly-owned subsidiary of PXP. The final results of elections are: -- Cash Elections: Pogo stockholders who validly elected to receive cash will receive approximately $56.53 in cash and 0.0396 of a share of PXP common stock for each share of Pogo common stock with respect to which that election was made; -- Stock Elections: Pogo stockholders who validly elected to receive PXP common stock will receive 1.1870 shares of PXP common stock for each share of Pogo common stock with respect to which that election was made; and -- Non-Elections: Pogo stockholders who did not make a valid election will receive 1.1870 shares of PXP common stock for each share of Pogo common stock. The cash election and stock election were subject to proration calculations pursuant to the merger agreement. Under the merger agreement, cash will be issued in lieu of fractional shares of PXP. Payment of the cash portion of the merger consideration was expected to begin November 13. About Pogo Producing Headquartered in Houston, Texas, Pogo Producing Company (NYSE: PPP) -- http://www.pogoproducing.com/-- explores for, develops and produces oil and natural gas. Pogo owns approximately 4,000,000 gross leasehold acres in major oil and gas provinces in North America, 3,119,000 acres in New Zealand and 1,480,000 acres in Vietnam. About Plains Exploration & Production Headquartered in Houston, Plains Exploration & Production Co. (NYSE: PXP) -- http://www.plainsxp.com/-- is an independent oil and gas company primarily engaged in the upstream activities of acquiring, developing, exploiting, exploring and producing oil and gas in its core areas of operation: onshore and offshore California, Colorado and the Gulf Coast region of the United States. * * * As reported in the Troubled Company Reporter on Nov. 8, 2007, Standard & Poor's Ratings Services affirmed its 'BB' corporate rating on independent oil and gas company Plains Exploration & Production Co., and removed from CreditWatch and withdrew its 'BB' corporate credit rating on Pogo Producing Co. The rating actions followed the announcement earlier of the successful close of PXP's acquisition of Pogo. POGO PRODUCING: Holders Who Voted Cash to Receive $56.53/Share -------------------------------------------------------------- Plains Exploration & Production Company disclosed the final results of elections made by stockholders of Pogo Producing Company for the form of merger consideration to be received in the merger of Pogo with and into PXP Acquisition LLC, a wholly-owned subsidiary of PXP. The final results of elections are as follows: -- Cash Elections: Pogo stockholders who validly elected to receive cash will receive approximately $56.53 in cash and 0.0396 of a share of PXP common stock for each share of Pogo common stock with respect to which that election was made; -- Stock Elections: Pogo stockholders who validly elected to receive PXP common stock will receive 1.1870 shares of PXP common stock for each share of Pogo common stock with respect to which that election was made; and -- Non-Elections: Pogo stockholders who did not make a valid election will receive 1.1870 shares of PXP common stock for each share of Pogo common stock. The cash election and stock election were subject to proration calculations pursuant to the merger agreement. Under the merger agreement, cash will be issued in lieu of fractional shares of PXP. Payment of the cash portion of the merger consideration was expected to begin November 13. About Plains Exploration & Production Headquartered in Houston, Plains Exploration & Production Co. (NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil and gas company primarily engaged in the upstream activities of acquiring, developing, exploiting, exploring and producing oil and gas in its core areas of operation: onshore and offshore California, Colorado and the Gulf Coast region of the United States. About Pogo Producing Headquartered in Houston, Texas, Pogo Producing Company (NYSE: PPP) -- http://www.pogoproducing.com/-- explores for, develops and produces oil and natural gas. Pogo owns approximately 4,000,000 gross leasehold acres in major oil and gas provinces in North America, 3,119,000 acres in New Zealand and 1,480,000 acres in Vietnam. * * * As reported in the Troubled Company Reporter on Nov. 8, 2007, Standard & Poor's Ratings Services affirmed its 'BB' corporate rating on Plains Exploration & Production Co., and removed from CreditWatch and withdrew its 'BB' corporate credit rating on Pogo Producing Co. QUALIFIED EXCHANGE: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Qualified Exchange Services, Inc. aka QES c/o Larry L. Bertsch, CPA 285 East Warm Springs, Suite 102 Las Vegas, NV 89119 Bankruptcy Case No.: 07-17520 Chapter 11 Petition Date: November 14, 2007 Court: District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Anthony A. Zmaila, Esq. Santoro Driggs Walch Kearney, et al. 400 South Fourth Street, 3rd Floor Las Vegas, NV 89101 Tel: (702) 791-0308 Fax: (702) 791-1912 Estimated Assets: Less than $10,000 Estimated Debts: $1 Million to $100 Million Debtor's list of its 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Michael McCormick 1031 Exchange $2,515,250 588 Picacho Lane Santa Barbara, CA 93108 Dave Schott Trust 1031 Exchange $2,076,712 3030 Sea Cliff Santa Barbara, CA 93109 Rosario Perry Cerdoc 1031 Exchange $1,128,956 312 Pico Boulevard Santa Monica, CA 90405 Barbara Adams 1031 Exchange $1,030,265 2446 Garden Street Santa Barbara, CA 93105 Howard Hawkes 1031 Exchange $734,789 1001 North Ontare Road Santa Barbara, CA 93105 John Sorrell 1031 Exchange $720,015 1115 Coast Village Road Santa Barbara, CA 93108 Jeff Menelli 1031 Exchange $592,402 1 North Calle Caesar Chavez Santa Barbara, CA 93101 Steve Battaglia 1031 Exchange $485,678 205 Carrillo, Suite 100 Santa Barbara, CA 93101 Moneca Pinkett 1031 Exchange $200,985 Eric Compton 1031 Exchange $168,289 Kalia Rork 1031 Exchange $41,888 Jim Ciernia 1031 Exchange $25,005 State of California Trade Debt $16,699 Franchise Tax Board State of California California Payroll $6,189 Employment Development Dept. Taxes Xerox Corp. Trade Debt $5,792 Robert W. Olson, Jr., Esq. Trade Debt $5,069 Santa Barbara Magazine Trade Debt $3,512 Verizon California Trade Debt $604 Santa Barbara and Trade Debt $593 Santa Ynez Valley REMY WORLDWIDE: Hires Huron Consulting as Financial Consultant -------------------------------------------------------------- The Honorable Kevin Carey authorized Remy Worldwide Holdings Inc. and its debtor-affiliates to employ Huron Consulting Services, LLC, as its financial consultant, effective as of the Oct. 8, 2007 Petition Date, subject to certain modifications of the firm's Engagement Letter. As reported im the Troubled Company Reporter on Nov. 5, 2007, Huron is expected to assist: (a) in a number of general accounting department and financial reporting matters including SEC reporting, preparation of and supporting notes to financial statements and acting as the Debtors' liaison with other professional firms for the implementation of fresh start reporting requirements and related implementation tasks; (b) in establishing operations and financial controls and maintaining financial and cash flow budgeting; (c) leadership with the financial function of the Debtors, including assisting the Debtors in strengthening their core competencies; and (d) with other matters as may be requested by the Debtors. Huron has assigned one of its directors, Stuart Walker, to work with the Debtors. Mr. Walker has over 18 years of experience in a wide range of financial advisory roles, including turnaround and crisis manager, merger and acquisition advisor, and interim chief financial officer, Kerry A. Shiba, the Debtors' senior vice president and chief financial officer, related. Mr. Walker will lead any additional consultants from Huron as may be necessary in the future. Mr. Walker will be paid $13,000 per week, prorated on a daily basis, for services he will render. The Debtors will pay for services of the other Huron professionals at these hourly rates: Advisory Services: Managing Director $680 to $600 Director $575 to $500 Manager $475 to $400 Associates $375 to $300 Analysts $275 to $200 Project Execution/Support Services: Subject Matter Expert $300 to $200 Project Execution Team Leader $175 to $125 Project Professional $150 to $105 The Debtors will also reimburse the firm for any necessary out- of-pocket expenses it incurs. Huron noted that it received $24,204 from the Debtors for professional services it performed and expenses it incurred related to prepetition activities, through Oct. 8, 2007. Huron also received a $100,000 retainer to cover services to be performed and expenses to be incurred in connection with the Chapter 11 cases. After application of the retainer to satisfy $28,697 relating to prepetition professional services and related expenses, Huron says it currently holds the excess retainer amount of $71,302 for application toward and payment of postpetition fees and expenses allowed by the Court. The retainer will either be applied to Huron's final invoice or will be refunded at the conclusion of the engagement. Huron will be responsible for the overall management, hiring, and compensation of all consultants to be provided to the Debtors and will not be considered employees of the Debtors with respect to benefits and other employment matters, Mr. Shiba said. The Debtors will provide Huron general indemnity. The modifications of the firm's Engagement Letter are: (a) The provision of the Engagement Letter's General Business Terms relating to arbitration in the event of a dispute arising between the Debtors and Huron is revised to reflect that the provision will apply only to the extent that the Bankruptcy Court, or the District Court if the reference is withdrawn, does not retain jurisdiction over a controversy or claim. (b) All requests of Huron for payment of indemnity will be made by means of an application and will be subject to review by the Court to ensure conformity to the terms of the Engagement Letter. However, in no event will Huron be indemnified in the case of its own bad faith or willful misconduct. (c) The Debtors have no obligation to indemnify Huron, or provide contribution or reimbursement to Huron for any claim or expense that is (i) judicially determined to have arisen from Huron's gross negligence or willful misconduct, or (ii) settled prior to a judicial determination as to Huron's gross negligence or willful misconduct. (d) If, before confirmation of a Chapter 11 Plan or the entry of an order closing the Debtors' cases, Huron believes that it is entitled to the payment of any amount on account of the Debtors' indemnification or reimbursement obligations under the Engagement Letter, Huron must file an application before the Court. The Debtors may not pay the amount before the entry of an order approving payment. (e) The Debtors will not be permitted to indemnify Huron with respect to any claims by the Debtors for Huron's breach of the Engagement Letter. (f) In the event that Huron seeks reimbursement for attorney's fees pursuant to the Engagement Letter, the invoices and supporting time records will be included in Huron's own monthly fee statement and will be subject to the same payment procedures applicable to professionals in the Debtors' cases. (g) Paragraph 8 of the Engagement Letter's General Business Terms will apply solely to claims of Huron and the Debtors against each other, and will not apply if the Debtors or a representative of the estates asserts a claim for Huron's own bad faith or willful misconduct. Additionally, the phrase "for the portion of the engagement giving rise to liability" is deleted from that paragraph. Michael C. Sullivan, managing director of Huron, assured the Court that his firm does not have an interest materially adverse to the interest of the Debtors' estates and thus, is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. About Remy Worldwide Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as a holding company of all the outstanding capital stock of Remy International Inc. Remy International -- http://www.remyinc.com/ -- manufactures, remanufactures and distributes Delco Remy brand heavy-duty systems and Remy brand starters and alternators, locomotive products and hybrid power technology. The company also provides a worldwide component core-exchange service for automobiles, light trucks, medium and heavy-duty trucks and other heavy-duty, off-road and industrial applications. Remy has operations in the United Kingdom, Mexico and Korea, among others. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to 07-11509). Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent the Debtors' in their restructuring efforts. Pauline K. Morgan, Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as co-counsels to the Debtors. The Debtors' claims agent is Kurtzman Carson Consultants LLC and their restructuring advisor is AlixPartners, LLC. Greenbert Traurig, LLP, is the Debtors' special corporate advisory and litigation counsel, and Ernst & Young LLP, their accountant, auditor and tax services provider. At Sept. 30, 2006, Remy Worldwide's balance sheet showed total assets of $919,736,000 and total liabilities of $1,265,648,000. (Remy Bankruptcy News; Issue No. 6, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) REMY WORLDWIDE: U.S. Trustee Balks at Schedules Filing Extension ---------------------------------------------------------------- Kelly Beaudin Stapleton, the United States Trustee for Region 3, asks the U.S. Bankruptcy Court for the District of Delaware to deny the request of Remy Worldwide Holdings Inc. and its debtor- affiliates to extend the filing of their Schedules and Statements to Dec. 22, 2007. The U.S. Trustee complains that the Debtors provided no explanation unique to their Chapter 11 cases as to why a deviation from the 30-day standard for filing Schedules and Statements is justified, or if any extension is justified as to why the Debtors are entitled to a permanent waiver of that requirement upon confirmation of the proposed Plan of Reorganization. To recall, the Debtors sought a 45-day extension to file their Schedules and Statements and sought authority for a permanent waiver of the obligation to file their Schedules assuming that they confirm their Reorganization Plan prior to the expiration of that extended period. The Debtors, the U.S. Trustee notes, only cited standard reasons as "cause" for the granting of the 45-day extension. The Debtors asserted that their cases are big and complex and that their professionals are busy with other matters at the beginning of the cases, William K. Harrington, Esq., of the U.S. Department of Justice, points out. The U.S. Trustee emphasizes that the nature and pace of the Debtors' cases require a prompt deadline for filing Schedules and Statements. The Debtors have filed a comprehensive Disclosure Statement and complete creditor matrix on the Petition Date, Mr. Harrington reminds the Court. "Accordingly, the bulk of the information necessary for the Debtors to complete their Schedules and Statements has already been compiled and should be readily available," he says. Moreover, by seeking a permanent waiver of the requirement to file their Schedules and Statements, Mr. Harrington contends, the Debtors are seeking to dispense with their obligation to advise creditors as to their position as to the extent and nature of the creditors' claims which are being discharged under the Plan. Although the Debtors have filed a seemingly comprehensive Disclosure Statement, no information is provided by the Debtors as to what is owed to individual creditors, Mr. Harrington tells the Court. The U.S. Trustee tells the Court that it would not object to an extension of 30 days for the preparation of the Debtors' Schedules and Statements, without prejudice to the Debtors' rights to request a further extension. The U.S. Trustee also urges the Court not permit the Debtors to seek a bar date for filing proofs of claim under Rule 3003(c)(2) of the Federal Rule of Bankruptcy Procedure until accurate Schedules and Statements are filed. If a bar date is set, the Debtors will have effectively shifted the burden of quantifying and establishing for all creditors the nature and extent of their Claims as every creditor seeking a distribution under the Plan will be compelled to file a proof of claim to establish its Claim, Mr. Harrington argues. About Remy Worldwide Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as a holding company of all the outstanding capital stock of Remy International Inc. Remy International -- http://www.remyinc.com/ -- manufactures, remanufactures and distributes Delco Remy brand heavy-duty systems and Remy brand starters and alternators, locomotive products and hybrid power technology. The company also provides a worldwide component core-exchange service for automobiles, light trucks, medium and heavy-duty trucks and other heavy-duty, off-road and industrial applications. Remy has operations in the United Kingdom, Mexico and Korea, among others. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to 07-11509). Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent the Debtors' in their restructuring efforts. Pauline K. Morgan, Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as co-counsels to the Debtors. The Debtors' claims agent is Kurtzman Carson Consultants LLC and their restructuring advisor is AlixPartners, LLC. Greenbert Traurig, LLP, is the Debtors' special corporate advisory and litigation counsel, and Ernst & Young LLP, their accountant, auditor and tax services provider. At Sept. 30, 2006, Remy Worldwide's balance sheet showed total assets of $919,736,000 and total liabilities of $1,265,648,000. (Remy Bankruptcy News; Issue No. 6, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) REMY WORLDWIDE: Wants to Sell Knopf Business for $18.5 Million -------------------------------------------------------------- Remy Worldwide Holdings Inc. seek the authority of the U.S. Bankruptcy Court to sell substantially all of the assets of Debtors M&M Knopf Auto Parts LLC and Reman Holdings L.L.C. to Knopf Automotive LLC, free and clear of all liens, claims, and encumbrances. The Debtors also ask the Court for authority to assign certain unexpired leases in connection with the proposed Knopf Sale. M&M Knopf is in the business of selling used starter and alternator cores, scrap metal, and other remanufactured car parts. As part of their expansion and diversification efforts, the Debtors acquired M&M Knopf in 2000. Marketing Efforts The Knopf operations, according to Douglas P. Bartner, Esq., at Shearman & Sterling LLP, in New York, is capital intensive and if the Debtors were to continue to operate the Business, significant additional capital infusions would be needed. Thus, by March 2006, the Debtors decided to to pursue options for divesting the Knopf Business. The Debtors engaged W.Y. Campbell to perform a market analysis and make recommendations regarding the best market and method for divesting the Knopf Business. Upon analysis, W.Y. Campbell concluded that Heywood and Marshall Knopf were the most logical purchasers and were the most likely to pay the highest and best price for the Knopf Business. Heywood Knopf, Marshall Knopf and Michael Knopf previously owned the Business and sold their interest in it to the Debtors in March 2000, Mr. Bartner explains. Mr. H. Knopf served as chief executive officer of M&M Knopf until March 2006, and Mr. Marshall Knopf as president of M&M Knopf until December 2005. The market for the assets of the Knopf Business is small, Mr. Bartner notes, and W.Y. Campbell took into consideration the fact that one of the Business' integral assets is a contract for distribution with an aftermarket original equipment manufacturer -- the Saginaw Distribution Agreement -- which depends upon maintaining a business relationship with Heywood Knopf. The Saginaw Distribution Agreement generates the majority of the positive EBIT for the Knopf Business and without the benefit of that personal relationship with Mr. Knopf, when the Saginaw Distribution Agreement was set to expire in accordance with its terms, the original equipment manufacturer would not have renewed its agreement with M&M Knopf, the Debtors note. Also, the Debtors understand and believe that Mr. Knopf was planning to open a competing venture upon the expiration of a non-compete agreement -- which would have significantly diluted the market for the products of the Knopf Business. Moreover, the Knopfs are currently the landlords on five of the six leases for properties where the Knopf Business operates, and Debtor M&M Knopf is currently paying above-market rent on some or all of those leases, Mr. Bartner notes. The proposed Sale, he contends, relieves the Debtors from continued performance under costly leases. Knopf Purchase Agreement Accordingly, after engaging in arm's-length and good faith negotiations, Debtors M&M Knopf and Reman Holdings, as shareholder, entered into an Asset Purchase Agreement with Knopf Automotive on Nov. 6, 2007, for the sale of the Knopf Business. Under the APA, the Debtors have agreed to sell substantially all of M&M Knopf's assets for $16 million, plus a working capital adjustment expected to be approximately $2.5 million, for a total expected purchase price of approximately $18.5 million. If the working capital as of closing is less than $24,296,500, the Purchase Price will be decreased by the difference between that amount and the value of the working capital. If the working capital as of closing is greater than $24,296,500, the Purchase Price will be increased by an amount -- the Excess Working Capital Amount -- equal to 50% of that excess, and M&M Knopf will pay to Knopf Automotive the Excess Working Capital Amount; provided that in no event will the Excess Working Capital Amount exceed $1 million. The Assets to be sold to Knopf Automotive include: * all accounts receivable of M&M Knopf, other than the HR&M receivable. The HR&M receivable refers to that portion of the receivable from HR&M that is subject to a civil claim filed by M&M Knopf against HR&M; * all inventory; * all supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements and other tangible property used by M&M Knopf in connection with its business; * all of M&M Knopf's right, title and interest in and to certain identified contracts; all utility, security and other deposits and prepaid expenses; * M&M Knopf's permits and other authorizations of governmental authorities and third parties, licenses, telephone numbers, customer lists, and vendor lists, advertising materials and data, together with all books, operating data and records of M&M Knopf; * all rights in respect of the identified real property leased by M&M Knopf; * M&M Knopf's identified bank accounts; and * M&M Knopf's identified telephone numbers. The M&M Knopf Assets to be sold will not include: * all cash and cash equivalents, except as identified, securities, negotiable instruments of M&M Knopf on hand; in lock boxes; in financial institutions or elsewhere; including all cash residing in any collateral cash account securing any obligation or contingent obligation of M&M Knopf or any affiliate; * any rights to tax refunds, credits or similar benefits attributable to excluded assets; * M&M Knopf's seal, minute books, charter documents, stock or equity records books and other books and records as pertain to the organization, existence or capitalization of M&M Knopf, as well as any other records or materials relating to M&M Knopf generally and not involving or related to the assets or the operations of M&M Knopf's business; * all rights of M&M Knopf under the Asset Purchase Agreement, the 2000 purchase agreement or the ancillary agreements; * tax returns of M&M Knopf, other than those relating to solely to the assets; * all current and prior insurance policies of M&M Knopf; * any identified right, property or asset; and * the HR&M Receivables. At the closing, Knopf Automotive will assume, and agree to satisfy and discharge all liabilities: -- reflected on the Closing Date Balance Sheet; -- of M&M Knopf arising under the identified contracts assumed by Knopf Automotive; -- for product warranty service claims relating to products manufactured, tested, marketed, distributed or sold by M&M Knopf; and -- in respect of any and all accounts payable and accrued expenses of M&M Knopf reflected on the Closing Date Balance Sheet. M&M Knopf will retain and will be responsible for paying, performing and discharging, among others, its liabilities: -- relating to the excluded assets; -- relating to its employees not hired by Knopf Automotive; -- on taxes arising as a result of M&M Knopf's obligations of its business or ownership of the assets prior to closing; -- on all taxes arising as a result of the transactions consummated pursuant to the APA; -- on products liability claims relating to products sold by M&M Knopf after March 10, 2000 and before the closing date; and -- on retained environmental obligations. The closing of the proposed Sale is contemplated to occur no later than Dec. 4, 2007, in advance of the proposed effective date for the Plan. A full-text copy of the Knopf Asset Purchase Agreement and a list of the Contracts to be assumed and assigned are available for free at http://ResearchArchives.com/t/s?2557 Sale is Warranted "[B]y selling the Business as a going-concern enterprise instead of liquidating, the Debtors are generating at least $10 million more for the chapter 11 estates . . . ," Mr. Bartner says. As of Sept. 30, 2007, the book value of the Knopf Business was approximately $26.5 million. As a result, at an $18.5 million purchase price, the Debtors will incur an approximately $8 million loss. By selling the Business, Mr. Bartner notes, the Debtors will not need to make the significant investment that would have otherwise been necessary to make the Business profitable if they retained it. But if the Debtors were forced to liquidate the Business, they would incur significant wind-down expenses associated with ceasing operations totaling approximately $7,000,000. Additional grounds, Mr. Bartner presents, supporting the Debtors' business judgment to exit the Business are: (i) the Business is not a core business unit in the Debtors' future strategy; (ii) significant inventory risks exist with respect to valuation and commodity prices for scrap; (iii) general business practices in the industry create unreasonable cash control risks; (iv) there are historical problems with respect to inventory controls and frequent write-downs of inventory; and (v) there is potential legal title exposure in inventory relating to unreliable sources of product. "[On the contrary, the failure of the Debtors to close the transaction prior to the Plan Effective Date would threaten the success of the Debtors' prepackaged Plan of Reorganization," Mr. Bartner points out. The Debtors assert that no auction is needed because Knopf Automotive is the most logical buyer. The Knopfs have a long history of and specialized knowledge of the Business and its customers, the Debtors point out. The Court will convene a hearing on Nov. 20, 2007, to consider the Debtors' request. Any party-in-interest who opposes the request can file a formal objection until Nov. 15, 2007. About Remy Worldwide Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as a holding company of all the outstanding capital stock of Remy International Inc. Remy International -- http://www.remyinc.com/ -- manufactures, remanufactures and distributes Delco Remy brand heavy-duty systems and Remy brand starters and alternators, locomotive products and hybrid power technology. The company also provides a worldwide component core-exchange service for automobiles, light trucks, medium and heavy-duty trucks and other heavy-duty, off-road and industrial applications. Remy has operations in the United Kingdom, Mexico and Korea, among others. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to 07-11509). Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent the Debtors' in their restructuring efforts. Pauline K. Morgan, Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as co-counsels to the Debtors. The Debtors' claims agent is Kurtzman Carson Consultants LLC and their restructuring advisor is AlixPartners, LLC. Greenbert Traurig, LLP, is the Debtors' special corporate advisory and litigation counsel, and Ernst & Young LLP, their accountant, auditor and tax services provider. At Sept. 30, 2006, Remy Worldwide's balance sheet showed total assets of $919,736,000 and total liabilities of $1,265,648,000. (Remy Bankruptcy News; Issue No. 6, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) RIGHT-WAY DEALER: Judge Somma Approves Disclosure Statement ----------------------------------------------------------- The Honorable Robert Somma of the U.S. Bankruptcy Court for the District of Massachusetts approved, on Nov. 8, 2007, the Disclosure Statement explaining Left-Way Corporation fka Right-Way Dealer Warehouse, Inc.'s Chapter 11 Plan of Reorganization. On April 2007, the Court approved the sale of substantially all of the Debtor's assets to Five Star Products, Inc. The Debtor received approximately $960,000 from the sale after payment of the claims of Bank of America, N.A., which held a first priority lien on all of the Debtor's assets. All of the Debtor's remaining tangible assets were sold. The Plan contemplates distributions to creditors from the proceeds of the sale and from the liquidation of the Debtor's remaining assets. In general, the Plan calls for the holders of allowed secured claims to either be paid the full amount of their secured claims, or to receive their collateral back in satisfaction of their claims. Pursuant to the order approving the sale, the Debtor has already paid the bank's claims in full. Non-tax priority and administrative claims will receive the treatment required by the Bankruptcy Code unless they agree to some other treatment. The Debtor estimates that non-priority unsecured claims will receive between 8% and 20% of their allowed claims, depending on the success of the estates' avoidance actions. The Debtor's equity interests will be cancelled on the effective date of the Plan. The Plan also provides for the appointment of a liquidating supervisor who will hold, collect, liquidate, and administer the Debtor's remaining assets, including settlement proceeds, and distribute the cash obtained from the sale and from such remaining assets to creditors. The Official Committee of Unsecured Creditors chose Craig R. Jalbert as the liquidating supervisor. Judge Somma also set Dec. 10, 2007, as the voting deadline for all entities and persons entitled to vote for the Plan. The ballots should be delivered to: D. Ethan Jeffery, Esq. Hanify & King, P.C. One Beacon Street, 21st Floor Boston, MA 02108 Tel: (617) 423-0400 Fax: (617) 423-0498 http://www.hanify.com/ About Right-Way Dealer Based in Norwood, Massachusetts, Right-Way Dealer Warehouse Inc. is a wholesaler of hardware, paints, varnishes, and supplies. The Debtor filed for chapter 11 protection on Jan. 22, 2007 (Bankr. D. Mass. Case No. 07-10355). Christian J. Urbano, Esq., D. Ethan Jeffery, Esq., and Harold B. Murphy, Esq., at Hanify & King, P.C., represent the Debtor in its restructuring efforts. Charles A. Dale, III, Esq., Elisabeth Schreuer, Esq., and John G. Loughnane, Esq., at McCarter & English, LLP, represent the Official Committee of Unsecured Creditors in the bankruptcy case. When the Debtor filed for protection from its creditors, it listed estimated assets and debts between $1 million and $100 million. RIVER RADIOLOGY: Voluntary Chapter 11 Case Summary -------------------------------------------------- Lead Debtor: River Radiology, P.L.L.C. 5002 Crossings Circle Mt. Juliet, TN 37122 Bankruptcy Case No.: 07-08510 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Radiology & Nuclear Medicine Associates, 07-08512 P.C. Type of Business: The Debtors provides medical imaging services. See http://www.riverradiology.net/ Chapter 11 Petition Date: November 15, 2007 Court: Middle District of Tennessee (Nashville) Judge: Keith M. Lundin Debtors' Counsel: Robert James Gonzales, Esq. Mglaw P.L.L.C. 2525 West End Avenue, Suite 1475 Nashville, TN 37203 Tel: (615) 846-8000 Fax: (615) 846-9000 Estimated Assets Estimated Debts ---------------- --------------- River Radiology, P.L.L.C. $100,000 to $1 Million to $1 Million $100 Million Radiology & Nuclear $100,000 to $1 Million to Medicine Associates, P.C. $1 Million $1 Million The Debtors did not file a list of their 20 largest unsecured creditors. RITCHIE (IRELAND): Auction Sale of Policies Deferred to Dec. 10 --------------------------------------------------------------- Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading (Ireland) II, Ltd. moved the auction sale of a pool of life settlement policies a month later, from Nov. 9, 2007, to Dec. 10, 2007, Bill Rochelle of Bloomberg News reports. The hearing to consider the results of the sale has been set for Dec. 13, 2007, Bloomberg relates. As reported in the Troubled Company Reporter on Oct. 8, 2007, the U.S. Bankruptcy Court for the Southern District of New York approved the procedures proposed by the Debtors for the sale those policies, which constitutes all or substantially all of the Debtors' assets. To participate in the auction, initial overbids must be in an amount of at least $1 million for any Ritchie I Asset Pool, $.5 million for any Ritchie II Asset Pool and $3 million for a bid on all the assets. The Debtors sought Houlihan Lokey Howard & Zukin Capital Inc.'s services in the sale process. Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading (Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin- based funds of hedge fund group Ritchie Capital Management LLC. The Debtors were formed as special purpose vehicles to invest in life insurance policies in the life settlement market. The Debtors filed for Chapter 11 protection on June 20, 2007 (Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907). Allison H. Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq., at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in their restructuring efforts. No Official Committee of Unsecured Creditors has been appointed to date. When the Debtors filed for bankruptcy, they listed estimated assets and debts of more than $100 million. The Debtors' exclusive period to file a Chapter 11 plan expires on Jan. 16, 2008. SEQUOIA MORTGAGE: Fitch Affirms Ratings on 18 Cert. Classes ----------------------------------------------------------- Fitch Ratings has taken rating actions on Sequoia Mortgage Funding Corporation mortgage pass-through certificates: Series 2005-1 -- 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 affirmed at 'BB'; -- Class B-5 affirmed at 'B'. Series 2005-2 -- 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 affirmed at 'BB'; -- Class B-5 rated 'B', placed on Rating Watch Negative. Series 2005-3 -- 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 affirmed at 'BB'; -- Class B-5 affirmed at 'B'. The affirmations reflect a satisfactory relationship between credit enhancement and future loss expectations and affect approximately $277 million of outstanding certificates. Class B-5 from series 2005-2, with a balance of approximately $468,000, was placed on Rating Watch Negative due to the high balance of loans with serious delinquencies. The pool has 2.40% of the outstanding pool balance in foreclosure, while the CE of the affected B-5 bond is currently 1.28%. Fitch will closely monitor this transaction to see how these loans move through the delinquency pipeline. As of the October 2007 distribution date, series 2005-1, 2005-2 and 2005-3 are seasoned 33, 32 and 30 months, respectively, and the pool factors (current principal balance as a percentage of original) are approximately 26%, 22% and 25%, respectively. The underlying collateral for Sequoia Mortgage Funding Corporation transactions consists of prime adjustable-rate mortgage loans indexed to one- and six-month LIBOR. The mortgage term is typically 25 or 30 years with a 3-, 5- or 10-year interest-only period. The loans are acquired from various originators by a subsidiary of Redwood Trust Inc., a mortgage real estate investment trust that invests in residential real estate loans and securities. The master servicer for the above deals is Wells Fargo Bank, N.A., which is currently rated 'RMS1' by Fitch. SIERRA TRANSIT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Sierra Transit Mix, Inc. North Highway 85 Las Vegas, NM 87701 Bankruptcy Case No.: 07-12887 Chapter 11 Petition Date: November 15, 2007 Court: District of New Mexico (Albuquerque) Judge: Mark B. McFeeley Debtor's Counsel: James A. Askew, Esq. William J. Arland, Esq. Rodey Dickason Sloan Akin & Robb, P.A. P.O. Box 1888 Albuquerque, NM 87103-1888 Tel: (505) 768-7351 Fax: (505) 768-7358 Total Assets: $4,611,560 Total Debts: $839,721 Debtor's list of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ State of New Mexico $383,787 P.O. Bo 25128 Santa Fe, NM 87504 Ross Oil Co., Inc. $96,327 P.O. Box 188 Las Vegas, NM 87701 Tim D. Burrell, CPA $73,041 CACG, P.C. 1303 Rio Grande Boulevard Northwest, Suite 7 Albuquerque, NM 87104 Strum & Associates $53,260 Downey & Company $50,510 Mountain States Mutual Casualty Co. Apache Construction Co., Inc. Trade Debt $11,765 San Miguel County Treasurer Trade Debt $11,133 New Mexico Department of Labor Trade Debt $5,000 U.S. Department of Labor $3,300 Internal Revenue Service $2,822 Southwest Construction $1,038 Parts, Inc. Associated Contractors of $675 New Mexico State of New Mexico $543 Industrial & Mine $325 Supply Co., Inc. Pitney Bowes $296 State of New Mexico $252 Ace Rebar, Inc. $150 San Miguel County Clerk $36 City of Las Vegas $36 SONICBLUE INC: Court Fixes December 7 as Admin. Claims Bar Date --------------------------------------------------------------- The Honorable Marilyn Morgan of the U.S. Bankruptcy Court for the Northern District of California fixed Dec. 7, 2007 as the deadline for filing administrative claims against SONICBlue Inc. and its debtor-affiliates. The Court's order applies only to administrative claims that arose in the Debtors' bankruptcy cases between March 21, 2003 and April 17, 2007, the date of the Chapter 11 Trustee's appointment. About SONICblue Based in Santa Clara, California, SONICblue Incorporated is involved in the converging Internet, digital media, entertainment and consumer electronics markets. The company, together with three of its wholly owned subsidiaries, Diamond Multimedia Systems Inc., ReplayTV Inc., and Sensory Science Corporation, filed for Chapter 11 protection on Mar. 21, 2003 (Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778). When the Debtors filed for protection from their creditors, they listed assets totaling $342,871,000 and debts totaling $335,473,000. The Court disqualified Pillsbury Winthrop Shaw Pittman LLP as the Debtors' bankruptcy counsel, and instead appointed Dennis J. Connolly as the Chapter 11 trustee in the Debtors' cases. SONICBLUE INC: Trustee Reconstitutes Unsecured Creditors Panel -------------------------------------------------------------- The Honorable Marilyn Morgan of the U.S. Bankruptcy Court for the Northern District of California gave authority to the U.S. Trustee for Region 17 to reconstitute the Official Committee of Unsecured Creditors in SONICBlue Inc. and its debtor-affiliates' bankruptcy cases. The Committee is now composed of: 1) Korea Export Insurance Corporation Attn: Patrick Shin 915 Wilshire Boulevard, Suite 1640 Los Angeles, CA 90017 Tel: (213) 622-4314 Fax: (213) 622-5316 2) Riverside Contracting LLC & Riverside Claims LLC Elliott H. Herskowitz, Managing Member c/o ReGen Capital, LLC 2109 Broadway, Suite 206 New York, NY 10023 Tel: (212) 501-0990 Fax: (212) 501-7088 3) Synnex K.K. Takeo Ikijiri, President 3-2-5, Ueno, Taitou-ku Tokyo, 110-0005 Japan Tel: 81-3-5688-2381 Fax: 81-3-5688-2387 4) TLI Holdings, Inc. Attn: Robert A. Weissman Vice Presdient and General Counsel 14500 Avion Parkway, Suite 300 Chantilly, VA 20151 Tel: (703) 818-3251 Fax: (703) 817-1157 5) Michelle Miller 6114 LaSalle Avenue, Suite 310 Oakland, CA 94611-2802 Tel: (703) 510-6923 Fax: (510) 291-2267 6) York Capital Opportunity Fund Attn: Michelle Yi, Associate 767 Fifth Avenue, 17th Floor New York, NY 10153 Tel: (212) 300-1300 Fax: (212) 300-1302 About SONICblue Based in Santa Clara, California, SONICblue Incorporated is involved in the converging Internet, digital media, entertainment and consumer electronics markets. The company, together with three of its wholly owned subsidiaries, Diamond Multimedia Systems Inc., ReplayTV Inc., and Sensory Science Corporation, filed for Chapter 11 protection on Mar. 21, 2003 (Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778). When the Debtors filed for protection from their creditors, they listed assets totaling $342,871,000 and debts totaling $335,473,000. The Court disqualified Pillsbury Winthrop Shaw Pittman LLP as the Debtors' bankruptcy counsel, and instead appointed Dennis J. Connolly as the Chapter 11 trustee in the Debtors' cases. ST GERMAIN: Completed Wind-Down Cues Fitch to Withdraw Rating ------------------------------------------------------------- Fitch Ratings has withdrawn its rating on the capital note program for St. Germain Holdings, Ltd. This is due to the completion of the wind-down of St. Germain's operations and is effective immediately. The action is the last in a series of actions on the capital notes in recent weeks. SUNCOAST ROOFERS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Suncoast Roofers Supply, Inc. 14212 North Nebraska Avenue Tampa, FL 33613 Bankruptcy Case No.: 07-11039 Type of Business: The Debtor is a roofing contractor. See http://www.suncoastrooferssupply.com/ Chapter 11 Petition Date: November 14, 2007 Court: Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Russell M. Blain, Esq. Stichter, Riedel, Blain & Prosser, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ GAF Building Materials Corp. $5,904,517 2600 Singleton Boulevard Dallas, TX 75212 Carlisle Coatings & Waterproof $5,515,151 P.O. Box 7000 Carlisle, PA 17013 Owens Corning Sales, LLC $3,492,937 1035 Talleyrand Avenue Jacksonville, FL 32206 Anchor Matchon, LLC $2,334,948 2222 Ponce De Leon Boulevard Suite M 200 Miami, FL 133134 Certainteed Corp. $1,510,586 P.O. Box 860 Valley Forge, PA 19482 Johns Manville Corp. $1,301,293 P.O. Box 500597 St. Louis, MO 63150 Elk Corp. $980,613 P.O. Box 845332 Dallas, TX 75284-5332 Continental Materials, Inc. $966,061 1614 Old York Road, 2nd Floor Abington, PA 19001 Hunter Panels, LLC $791,611 15 Franklin Street Portland, ME 04101 Polyglass Roofing Systems $722,924 150 Lyon Drive Fernley, NV 89408 Tamko Asphalt Products, Inc. $684,367 P.O. Box 801120 Kansas City, MO 64180-1120 Florida Department of Revenue $410,000 P.O. Box 6527 Tallahasee, FL 32314 Millennium Metals, Inc. $405,580 10200 Eastport Road Jacksonville, FL 32218 American Express $311,929 P.O. Box 360001 Fort Lauderdale, FL 33336-0001 Monier Lifetile $306,626 7575 Irvine Center Drive Irvine, CA 92618 Hanson Roof Tile $294,679 East Region P.O. Box 905438 Charlotte, NC 28290 Warrior Roofing Manufacturing $239,805 Tarco, Inc. $238,656 Polyfoam Products, Inc. $225,824 Atlas Roofing Corp. $217,009 TENNECO INC: Receives $474 Mil. Tenders for 10-1/4% Sr. Notes ------------------------------------------------------------- Tenneco Inc. disclosed that as of 5:00 p.m., New York City time, on Nov. 15, 2007, a total of $474 million in aggregate principal amount of its 10-1/4% Senior Secured Notes due 2013 (CUSIP 880349AD7) have been tendered pursuant to its tender offer for up to $230 million aggregate principal amount of notes. As such, the requisite consents of holders of a majority in principal amount of notes required to adopt the proposed amendments to the indenture governing the notes have been received, and the company and the trustee executed a supplemental indenture to effect the proposed amendments described in the Offer to Purchase and Consent Solicitation Statement dated Nov. 1, 2007. Accordingly, tendered notes may no longer be withdrawn and consents delivered may no longer be revoked, except in the limited circumstances described in the offer to purchase. Based on the results, more than $230 million principal amount of notes have already been tendered, so the amount of notes that will be purchased will be prorated based on the aggregate principal amount of notes validly tendered in the tender offer on or before the expiration date. In addition, the pricing terms of the offer were also set. As such, the total consideration for each $1,000 principal amount of notes validly tendered and not withdrawn prior to the Consent Date is $1,087.09, which includes a consent payment of $30. The total consideration was determined by reference to a fixed spread of 50 basis points over the bid side yield of the 5-1/8% U.S. Treasury Note due June 30, 2008, which was calculated at 2:00 p.m., New York City time, on Nov. 15, 2007. The reference yield and the offer yield are 3.581% and 4.081%. Holders who tender their notes after the Consent Date but on or prior to the expiration date for the offer, and whose notes are accepted for purchase, will receive the related tender offer consideration as defined in the offer to purchase, but will not receive the related consent payment. The offer remains open and is scheduled to expire at midnight, New York City time, on Nov. 30, 2007, unless extended. In addition, accrued and unpaid interest on the notes up to but not including the settlement date for the offer, which is expected to be on or about Dec. 3, 2007, will be paid in cash on validly tendered notes accepted for purchase. The tender offer is conditioned on the satisfaction or waiver prior to the acceptance date of customary conditions, including Tenneco having received from the offer and sale of new notes, on terms and conditions acceptable to it in its sole discretion, funds sufficient to consummate the offer. The company expects to close on an offering of new 8-1/8% Senior Notes due 2015 on or about Nov. 20, 2007. Copies of the complete terms and conditions of the tender offer and consent solicitation may be obtained by contacting Global Bondholder Services Corporation, the information agent for the offer, at (212) 430-3774 (collect) or (866) 873-5600 (U.S. toll- free). Banc of America Securities LLC and Citi are the dealer managers and solicitation agents for the tender offer and consent solicitation. Additional information concerning the tender offer and consent solicitation may be obtained by contacting Banc of America Securities LLC, High Yield Special Products, at (704) 388- 4813 (collect) or (888) 292-0070 (U.S. toll-free) and Citigroup Global Markets Inc. at (800) 558-3745 (toll-free). About Tenneco Inc. Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) -- http://www.tenneco.com/-- manufactures automotive ride and emissions control products and systems for both the original equipment market and aftermarket. Brands include Monroe(R), Rancho(R), and Fric Rot ride control products and Walker(R) and Gillet emission control products. The company has operations in Argentina, Japan, and Germany, with its European operations headquartered in Brussels, Belgium. The company has approximately 19,000 employees worldwide. * * * As reported in the Troubled Company Reporter on Sept. 26, 2007, Fitch Ratings has placed Tenneco Inc.'s Issuer Default Ratings and securities ratings on Rating Watch Negative. Fitch confirmed these ratings: (i) IDR 'BB-'; (ii) Senior secured bank facility 'BB+'; (iii) Senior secured notes 'BB'; and (iv) Subordinated 'B'. TOUSA INC: Gets NYSE Noncompliance Notice on Common Stock Value --------------------------------------------------------------- TOUSA Inc. received notice from the NYSE, on Nov. 12, 2007, that it was not in compliance with NYSE continued listing requirements because the average closing share price of the company's common stock over a consecutive 30-trading day period was less than $1.00. Under an NYSE rule that became effective on March 5, 2007, the NYSE has halted trading TOUSA Inc.'s common stock when trades were reported at a price of below $1.05. Trading will not resume on the NYSE until the company's common stock has traded on another market for at least one entire trading day at a price at or above $1.10. While TOUSA's common stock has continued to trade on other markets pursuant to unlisted trading privileges, such unlisted trading may not continue and may not reach $1.10 per share. The NYSE has minimum continuing listing standards that it requires of its listed companies including thresholds regarding stock price, market capitalization combined with minimum stockholders equity and total market value. The NYSE also noted that the company's absolute market value was, based on a closing price of $0.35 on Nov. 9, 2007, only $20.9 million and that it would immediately initiate suspension and delisting procedures if the 30-trading day average was below $25.0 million. A third continued listing standard requires a 30 average trading day market capitalization of not less than $75 million and stockholders' equity of at least $75 million. TOUSA is now below this standard and anticipates being notified by the NYSE of such failure. Finally the company was notified by the NYSE that delisting procedures may be instituted if its stock trades at an "abnormally low" price. The company intends to take actions to re-attain compliance or request a review of the delisting decision by the NYSE. TOUSA said that it may not be successful with its efforts. If the company's common stock is delisted from the NYSE, TOUSA may apply to have its shares quoted on NASDAQ's Bulletin Board or in the "pink sheets" maintained by the National Quotations Bureau Inc. The Bulletin Board and the pink sheets are considered to be less efficient markets than the NYSE. In addition, if the company's shares are no longer listed on the NYSE or another national securities exchange in the United States, the company's shares may be subject to the "penny stock" regulations. If TOUSA's common stock were to become subject to the penny stock regulations, it is likely that the price of its common stock would decline and that its stockholders would find it difficult to sell their shares. If the company's shares are delisted from the NYSE, this will constitute a "change of control" under its credit agreements, which is an event of default. The lenders may terminate the company's right to borrow and declare the loans to be due and payable. About TOUSA Inc. TOUSA Inc. (NYSE: TOA) -- http://www.tousa.com/-- is a homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. TOUSA designs, builds, and markets detached single-family residences, town homes, and condominiums to a diverse group of homebuyers, such as "first-time" homebuyers, "move-up" homebuyers, homebuyers who are relocating to a new city or state, buyers of second or vacation homes, active-adult homebuyers, and homebuyers with grown children who want a smaller home. It also provides financial services to its homebuyers and to others through its subsidiaries, Preferred Home Mortgage Company and Universal Land Title Inc. * * * As reported in the Troubled Company Reporter on July 16, 2007, Standard & Poor's Ratings Services lowered its corporate credit rating on TOUSA Inc. to 'CCC+' from 'B' and removed it from CreditWatch, where S&P had placed it with negative implications on April 9, 2007, following the announcement of a pending settlement with creditors of the company's EH/Transeastern LLC joint venture. In addition, S&P lowered the senior unsecured debt rating to 'CCC- ' from 'B-' and the subordinated debt rating to 'CCC-' from 'CCC+'. TOUSA INC: Fitch Lowers Issuer Default Rating to C from CC ---------------------------------------------------------- Fitch Ratings has downgraded TOUSA, Inc. Issuer Default Rating to 'C' from 'CC'. These ratings have been affirmed: -- Secured revolving credit facility at 'CCC/RR2'; -- First lien secured term loan at 'CCC/RR2'; -- Second lien secured term loan at 'C/RR5'; -- Senior unsecured notes at 'C/RR6'; -- Senior subordinated notes at 'C/RR6'; -- Preferred stock at 'C/RR6'. All ratings remain on Rating Watch Negative. Fitch's Recovery Rating of '2' on TOUSA's $700 million secured revolving credit facility and $200 million secured first lien term loan indicates superior (70%-90%) recovery prospects for holders of this debt issue. The 'RR5' on TOUSA's $300 million secured second lien term loan indicates below average recovery prospects (10%-30%) in a default scenario. The 'RR6' on TOUSA's senior unsecured notes, senior subordinated notes and preferred stock issuance indicates poor (0%-10%) recovery prospects. Fitch applied a liquidation value analysis for these recovery ratings. TOUSA announced a net loss of $619.7 million, which included a $40.7 million increase in the pre-tax loss contingency relating to its Transeastern JV settlement and $530.6 million of pretax charges resulting from goodwill impairments and the write-down of assets including, inventory impairments of investments in unconsolidated joint ventures, and write-off of deposits and abandonment costs. As of Sept. 30, 2007, TOUSA had stockholders' equity of $48.3 million. The downgrade of TOUSA's IDR reflects the substantial doubt about the company's ability to continue as a going concern. The company is considering all available in and out of court restructuring and reorganization alternatives, including a possible Chapter 11 filing. Such alternatives include, among other things, restructuring its capital structure through the exchange of some or all of its outstanding indebtedness for equity in the company. TOUSA's ability to continue as a going concern will depend upon its ability to restructure its capital structure including exchanging a large portion of the company's outstanding indebtedness for equity. The company has asked its bondholders to organize as a group in order to discuss such restructuring and reorganization alternatives and the company has commenced discussions with its representatives, although these discussions are at a very early stage. TOUSA's ratings remain on Rating Watch Negative for the possibility of further actions. The company continues to face challenging housing conditions in most of its markets and a turn- around in the near term is unlikely. The completion of the Transeastern JV global settlement left TOUSA in a highly leveraged position at a time when housing market conditions are extremely depressed. The company's liquidity position also remains uncertain as the company faces further possible covenant violations under its bank credit agreements and bond indentures. Fitch's Recovery Ratings are a relative indicator of creditor recovery prospects on a given obligation within an issuers' capital structure in the event of a default. TOUSA INC: Moody's Lowers Corporate Family Rating to Ca ------------------------------------------------------- Moody's Investors Service lowered the ratings of Tousa, Inc., including its corporate family rating to Ca from Caa2. The outlook is negative. The downgrades reflect the substantial questions surrounding the company's viability as an ongoing concern, given the considerable write downs and virtual elimination of its net worth, weak macro environment, ongoing losses, high debt leverage, elevated inventory levels, continued non-compliance with bank covenants, potential delisting of its shares from the NYSE, and negative cash flow. These rating changes were made: * Corporate family rating lowered to Ca from Caa2 * Probability of default rating lowered to C from Caa2 * Rating on first lien senior secured term loan lowered to Caa1 (LGD2, 19%) from B2 (LGD2, 19%) * Rating on second lien senior secured term loan lowered to Ca (LGD4, 52%) from Caa2 (LGD4, 52%) * Senior unsecured notes' rating lowered to C (LGD5, 72%) from Caa3 (LGD5, 72%) * Senior subordinated notes' rating lowered to C (LGD6, 91%) from Ca (LGD6, 91%) Headquartered in Hollywood, Florida, Technical Olympic USA, Inc. builds and sells single family homes largely for the move-up homebuyer. It also operates captive mortgage origination and title insurance service companies. It is 67%- owned by Technical Olympic S.A. Homebuilding revenues and EBITDA for the nine-month period ended Sept. 30, 2007 were approximately $1.6 billion and $144 million, respectively. TRIPLE CROWN: Host Sale Prompts S&P's Negative CreditWatch ---------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings for Triple Crown Media LLC, including the 'B' corporate credit rating, on CreditWatch with negative implications. The action follows the company's announcement of the sale of its Host Communications Inc. businesses. While the transaction will result in repayment of a significant portion of first-lien debt and temporarily improve credit measures, Triple Crown will be more reliant on the newspaper industry for EBITDA generation. Newspaper publishers have faced challenging operating conditions across the country due to declining advertising revenue and circulation, a portion of which S&P believe stems from a secular shift away from print media. The local nature of Triple Crown's newspapers, however, somewhat temper this concern. Local papers have fared best in the current climate because they remain an important source for local news and advertising. "While Triple Crown's credit measures will improve after the sale, we are concerned about the company's ability to remain in compliance with bank covenants in 2008 given step-up provisions after the December 2007 and June 2008 quarters," noted Standard & Poor's credit analyst Guido DeAscanis. "In particular, interest coverage remains under pressure given the high cost of the second- lien debt in the capital structure." Triple Crown will seek to refinance its bank debt in the near term, and S&P will consider any proposed revisions to the capital structure, along with management's intermediate-term business and financial strategies, as part of S&P's review. TROPICANA ENTERTAINMENT: S&P Affirms 'B' Corp. Credit Rating ------------------------------------------------------------ Standard & Poor's revised its rating outlooks on Tropicana Entertainment LLC and its unrestricted subsidiary, Tropicana Las Vegas Resort & Casino LLC, to negative from stable. Ratings on the companies, including the 'B' corporate credit rating on each entity, were affirmed. The ratings on TELLC and TLV incorporate a view of the consolidated enterprise. Although this does not mean that the ratings on these entities will be the same level at all times, it does mean that the strategic relationship between the entities is deemed an important factor that will always have a bearing on the rating of each, despite the distinct financing structures that have been established. This view is supported by the strategic importance of both the Tropicana brand and the Las Vegas asset to the consolidated entity, and the fact that the same senior management team manages the operations of both entities as one company. "The revision of the rating outlooks to negative reflects operating performance below our expectations since the completion of the acquisition of Aztar Corp. on Jan. 3, 2007," explained Standard & Poor's credit analyst Ben Bubeck. "Despite some progress in driving margin improvement through cost-containment initiatives, highly competitive conditions across many of TELLC's markets have resulted in revenue declines that have more than offset any benefit from an improved cost structure. Furthermore, TELLC was not in compliance with its leverage covenant as of Sept. 30, 2007, and will likely require an amendment to future covenant levels, in addition to a waiver of noncompliance in the September quarter. S&P expect that such an amendment will also result in higher pricing under the bank facilities and negatively affect cash flow generation in future periods." The ratings reflect Tropicana's portfolio of predominantly second- tier assets, high pro forma debt leverage, and an expected significant increase in longer term capital spending associated with a likely Las Vegas redevelopment. In addition, the ratings reflect S&P's expectation that the companies will continue to experience challenges associated with stabilizing a declining revenue base, while continuing to implement a cost-containment strategy. Still, the combined company's business profile benefits from its geographically diverse asset portfolio, including a presence in the two largest U.S. gaming markets--Las Vegas and Atlantic City. UNITED HERITAGE: Earns $1.1 Mil. in Second Quarter Ended Sept. 30 ----------------------------------------------------------------- United Heritage Corporation disclosed financial results for the three and six months ended Sept. 30, 2007. Due to the sale of the New Mexico property, the company had net income of $1,140,367 for the three months and $1,258,233 for the six months ended Sept. 30, 2007, as compared to a net loss of $685,565 for the three months and a net loss of $1,383,264 for the six months ended Sept. 30, 2006. Revenues for the three months ended Sept. 30, 2007, decreased to $455, as compared to $347,626 for the three months ended Sept. 30, 2006. Revenues for the six month period also decreased over the same period in the 2006 fiscal year, from $656,091 for the six months ended Sept. 30, 2006, to $4,315. The decrease in revenue was due to the sale of the company's New Mexico property which, prior to the sale, accounted for a significant portion of its production and sale of oil and all of its production and sale of natural gas. At Sept. 30, 2007, the company's consolidated balance sheet showed $5,958,843 in total assets, $3,704,399 in total liabilities, and $2,254,444 in total shareholders' equity. The company's consolidated balance sheet at Sept. 30, 2007, also showed $89,608 in total current assets available to pay $3,618,969 in total current liabilities. 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?2567 Going Concern Doubt Weaver and Tidwell L.L.P., in Fort Worth, Texas, expressed substantial doubt about United Heritage Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended March 31, 2007, and 2006. The auditing form reported that the company sold all of its proved reserves in 2006 and currently does not have significant revenue producing assets. In addition, the auditing firm said that the company has limited capital resources and it's majority shareholder who was financing the company's development filed for bankruptcy subsequent to March 31, 2007. About United Heritage Headquartered in Midland, Texas, United Heritage Corporation (NasdaqCM: UHCP) -- http://www.unitedheritagecorp.com/-- is an independent producer of natural gas and crude oil based in Midland, Texas. The company produces from properties it leases in Texas. Lothian Oil Inc., formerly the company's largest shareholder, provided the company with the funds to operate from November 2005 until it declared bankruptcy on June 13, 2007. UNITED RENTALS: Cerberus Not Prepared to Proceed with Purchase -------------------------------------------------------------- United Rentals, Inc., disclosed last week that Cerberus Capital Management, L.P. informed it that Cerberus is not prepared to proceed with the purchase of United Rentals on the terms set forth in its merger agreement, dated July 22, 2007. Under that agreement, Cerberus agreed to acquire United Rentals for $34.50 per share in cash, in a transaction valued at approximately $7.0 billion. The company noted that Cerberus has specifically confirmed that there has not been a material adverse change at United Rentals. United Rentals views this repudiation by Cerberus as unwarranted and incompatible with the covenants of the merger agreement. Having fulfilled all the closing conditions under the merger agreement, United Rentals is prepared to complete the transaction promptly. The company also pointed out that Cerberus has received binding commitment letters from its banks to provide financing for the transaction through required bridge facilities. The company currently believes that Cerberus' banks stand ready to fulfill their contractual obligations. United Rentals also said that its business continues to perform well, as evidenced by its strong third quarter results, which included record EBITDA. In addition, the company believes that the revised strategic plan it began initiating at the beginning of the third quarter, which includes a refocus on its core rental business, improved fleet management and significant cost reductions, is providing the foundation to maintain its performance. United Rentals has retained the law firm of Orans, Elsen & Lupert LLP to represent it in connection with considering all of its legal remedies in this matter. About United Rentals United Rentals, Inc. -- http://www.unitedrentals.com/-- (NYSE: URI) is the largest equipment rental company in the world based on revenue, with an integrated network of over 690 rental locations in 48 states, 10 Canadian provinces and one location in Mexico. The company's approximately 11,500 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers for rent over 20,000 classes of rental equipment with a total original cost of $4.3 billion. UNITED RENTALS: S&P Retains 'BB-' Rating Under Negative Watch ------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB-' corporate credit ratings on United Rentals Inc. and its wholly owned subsidiary United Rentals Inc. remain on CreditWatch with negative implications. "Our decision follows United Rentals' announcement that Cerebus Capital Management L.P. is not prepared to proceed with the purchase of the company on the terms in its merger agreement," said Standard & Poor's credit analyst John Sico. It is unclear at this time whether the transaction will eventually proceed. United Rentals has not announced which course it will take if the merger agreement is terminated. The corporate credit rating will remain on CreditWatch pending the outcome of the merger agreement and future developments. Greenwich, Connecticut-based United Rentals is North America's largest construction equipment rental company, with more than 690 locations in 48 states, Canada, and Mexico. UNIVERSAL FOOD: Court Sets Virginia Asset Sale Hearing on Nov. 21 ----------------------------------------------------------------- The Honorable Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing to consider Universal Food and Beverage Co. Inc. and its debtor- affiliates' request to sell their assets in Independence, Virginia on Nov. 21, 2007, at 219 South Dearborn, Courtroom 619 in Chicago, Illinois 60604. On. Nov. 24, 2007, the Debtors entered into an Asset Purchase Agreement with International Trading Partners of Virginia, Inc., agreeing to sell a water bottling plant and personal property assets consisting of all non-leased machinery, equipment, rolling stock, furniture, fixtures, computers, dies, moulds, jigs and other personal property to ITP for $4.65 million free and clear of all liens, claims, and encumbrances. The Debtors believe that the immediate sale of the Virginia assets is critical to maximize the value of the assets. Objections are due tomorrow, Nov. 20, 2007. Universal Food & Beverage Company Inc. manufactures and markets food and beverage products. The company and its affiliates in Georgia and Virginia filed for Chapter 11 petitions on Aug. 31, 2007 (Bankr. N.D. Ill. Lead Case No. 07-15955). Konstantinos Armiros, Esq., and Miriam R. Stein, Esq., at Arnstein & Lehr LLP represent the Debtors. Howard R. Korenthal at MorrissAnderson & Associates Ltd. is the Debtors' chief restructuring officer. The Official Committee of Unsecured Creditors' counsel is Schiff Hardin LLP. When the Debtors filed for bankruptcy, they disclosed $0 assets and an aggregate of more than $20 million in debts. UNIVERSAL FOOD: Panel Retains Schiff Hardin as Bankruptcy Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in Universal Food and Beverage Co. Inc. and its debtor-affiliates' bankruptcy cases obtained permission from the United States Bankruptcy Court for the Northern District of Illinois to retain Schiff Hardin LLP as its bankruptcy counsel, nunc pro tunc to Sept. 20, 2007. Schiff Hardin is expected to: a. administer the Chapter 11 case and oversight with respect to the Debtors' affairs including all issues arising from the Debtors, the Committee or this case; b. prepare on behalf of the Committee necessary applications, motions, memoranda, order, reports and other legal papers; c. appear in Court and at statutory meetings of creditors to represent the interest of the Committee; d. negotiate, formulate, draft and confirm of a plan of reorganization and matters related to the plan. e. investigate, if any, as the Committee may desire concerning, among other things, the assets, liabilities, financial condition, sale of any of the Debtors' business, and operating issues concering the Debtors' that may be relevant to this Chapter 11 case; f. communicate with the Committee's constituents and others at the direction of the Committee in furtherances of its responsibilities; and g. perform all of the Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and the performance of other services as are in the interest of those represented by the Committee. The Firm's professionals bill: Designation Hourly Rate ----------- ----------- Partners $335 - $630 Associates $230 - $410 Legal Assistants $80 - $240 To the best of the Committee's knowlegde the firm does not hold any interest adverse to the Debtors' estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Universal Food & Beverage Company, Inc., manufactures and markets food and beverage products. The Debtor and its debtor-affiliates in Georgia and Virginia filed for Chapter 11 petitions on Aug. 31, 2007 (Bankr. N.D. Ill. Lead Case No. 07-15955). Barry A Chatz, Esq., and James A. Chatz, Esq., at Arnstein & Lehr LLP, represent the Debtors. When they filed for protection from their creditors, the Debtors disclosed $0 assets but an aggregate of more than $20 million in debts. URS CORP: Completes $3.1 Bil. Acquisition of Washington Group ------------------------------------------------------------- URS Corporation has completed its acquisition of Washington Group International Inc. for a total purchase price of approximately $3.1 billion. The closing of the acquisition follows approvals by URS and Washington Group stockholders at each company's special meeting of stockholders held on Nov. 15, 2007. "This transaction has important benefits for the stockholders and customers of both companies," Martin M. Koffel, chairman and chief executive officer of URS, said. "With the addition of Washington Group's complementary engineering and construction services, URS becomes one of the few fully-integrated engineering, construction and technical services firms capable of serving every phase of a project - from initial planning, engineering and construction of a project, to operations and maintenance." "The combined company also has enhanced scale and expertise to meet the increasing demand for comprehensive solutions on large, complex global assignments," Mr. Koffel continued. "We are looking forward to capturing the tremendous potential of the combined company. We also are delighted to welcome Washington Group's 25,000 employees to URS. We believe the combined company is unrivaled in terms of its professional talent and the opportunities we are able to offer our employees as part of a larger, more dynamic company." The acquisition further diversifies and broadens URS' market exposure, allowing the company to offer a broad range of engineering and construction services to clients in the transportation, facilities, environmental, water/wastewater, industrial infrastructure and process, homeland security, installations and logistics, and defense systems markets. In addition, the combined company will be a major contractor to the federal government. Under the terms of the merger agreement, Washington Group stockholders are receiving $43.80 in cash and 0.900 shares of URS common stock for each share of Washington Group stock. In lieu of receiving the mix of cash and URS common stock, Washington Group stockholders may elect to receive all stock or all cash. The number of shares to be paid in lieu of cash in an all-stock election and the amount of cash to be paid in lieu of URS common stock in an all-cash election will be based on the volume weighted average trading price of URS common stock during the five trading day period ended Nov. 14, 2007, of $57.0184. All-cash and all-stock elections are subject to proration. Based on the five trading day volume weighted average price of URS common stock of $57.0184, Washington Group stockholders can elect to receive $95.11656 in cash, subject to proration, 1.6681731 shares of URS common stock, subject to proration, or $43.80 in cash and 0.900 shares of URS common stock. The deadline for Washington Group stockholders to elect whether to receive a cash consideration, stock consideration or a combination thereof, subject to proration, will be 5:00 p.m. ET on Nov. 20, 2007. URS stockholders are retaining the shares they held prior to the transaction. In connection with the completion of the transaction, Washington Group's shares have ceased to trade on the NYSE as of the close of trading on Nov. 15, 2007. Washington Group will operate as the Washington Division of URS. Steven Hanks, former chief executive officer of Washington Group, has been named president of the Washington Division and appointed to the URS Corporation board of directors. About Washington Group Headquartered in Boise, Idaho, Washington Group International Inc. -- http://www.wgint.com/-- provides the talent, innovation, and proven performance to deliver integrated engineering, construction, and management solutions for businesses and governments worldwide. The company has approximately 25,000 people at work around the world providing solutions in power, environmental management, defense, oil and gas processing, mining, industrial facilities, transportation and water resources. About URS Corp. 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. VALLECITO GAS: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Vallecito Gas, LLC 14850 Montfort Drive, Suite 165 Dallas, TX 75254 Tel: (214) 431-5734 Bankruptcy Case No.: 07-35674 Type of Business: The Debtor is explores and exploits oil fields located throughout the Mid-Continent region of the U.S. See http://www.vallecitogas.net/ Chapter 11 Petition Date: November 14, 2007 Court: Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Jason Talbott Rodriguez, Esq. Mark A. Castillo, Esq. Stephanie Diane Curtis, Esq. The Curtis Law Firm, P.C. 901 Main Street Dallas, TX 75202 Tel: (214) 752-2222 Fax: (214) 752-0709 Estimated Assets: $1 Million to $100 Million Estimated Debts: $100,000 to $1 Million Debtor's list of its 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ PC ASAP Computer Equipment $61,377 4727 Frankford Road Secured: Dallas, TX 75287 $10,148 Davenport, Hartman and Services $34,989 Novotny, LLP 1210 West Clay Avenue Houston, TX 77019 Tiffany Gas Company, LLC Compensation to $24,000 190 East 20th Street, Suite 1 Navajo Nation Farmington, NM 87499 Welborn, Sullivan, Meck and $17,043 Tooley, P.C. Neil H. Whitehead, III $9,209 Hydrocarbon Exploration and $2,257 Development, Inc. La Plata Archaeological $2,371 Consultants Alexander D. Crecca, P.C. Legal Services $961 Geomap Company $678 Sprint PCS $657 CT Legal Solutions $522 Arcturus Corporation Contract Unknown Barrons Resources Agreement Unknown Bearcat Drilling co. Unknown Black Hills Exploration and Contract Unknown Production, Inc. Cawley Gillespie Unknown Enerdyne, LLC Contract Unknown Energy Resource Partners LLC Unknown EPMC Unknown VIRGIN MOBILE: Sept. 30 Balance Sheet Upside-Down by $622.1 Mil. ---------------------------------------------------------------- Virgin Mobile USA Inc. reported financial and operational results for the third quarter and nine months ended Sept. 30, 2007. The financial results presented are the historical results of Virgin Mobile USA's former operating company, Virgin Mobile USA LLC. Virgin Mobile USA's consolidated balance sheet at Sept. 30, 2007, showed $285.4 million in total assets and $907.5 million in total liabilities, resulting in a $622.1 million total members' deficit. Virgin Mobile USA's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $277.6 million in total current assets available to pay $426.0 million in total current liabilities. Virgin Mobile USA reported a net loss for the third quarter of 2007 of $7.3 million, compared to a net loss of $5.1 million for the third quarter of 2006. The increase in net loss was primarily the result of one-time, $11.4 million favorable impact in the third quarter of 2006 associated with the reversal of an accrual for settlement, as well as investment in the company's accelerating growth as the company brought on 92,500 more customers in the third quarter 2007 compared to the same period in 2006. Interest payments also increased. Virgin Mobile USA's net income for the first nine months of 2007 increased 138% to $19.2 million, compared to net income of $8.1 million for the same period in 2006. During the third quarter 2007, Virgin Mobile USA's net service revenue increased 25% versus the prior year period to $301.4 million, driven by a 23% increase in end-of-period customers compared to Sept. 30, 2006, as well as a 30% increase in non-voice service revenues compared to the third quarter 2006. Virgin Mobile USA's net service revenue for the nine-month 2007 period increased 25% to $933.5 million. This was driven by growth in the customer base, as well as by a 34% increase in non- voice service revenues during the first nine months of 2007 as compared to the first nine months of 2006. Adjusted EBITDA in the third quarter 2007 grew to $17.0 million, an increase of 3.9% compared to the same period in 2006. Third quarter 2006 adjusted EBITDA included a benefit of $11.4 million due to the reversal of an accrual for a legal settlement. Excluding this one-time item, adjusted EBITDA grew 240% from $5.0 million in the third quarter 2006 to $17.0 million in the third quarter 2007, as the result of Virgin Mobile USA's rapidly-increasing scale. Virgin Mobile USA's adjusted EBITDA for the first nine months of 2007 increased by 26%, to $89.9 million, compared to the first nine months of 2006, with adjusted EBITDA margin of 9.6% for the first nine months of 2007. Excluding the one-time item in 2006, adjusted EBITDA rose 50% in the first 9 months of 2007 as compared to the same period in 2006. This primarily resulted from growth in customers and service revenue, as Virgin Mobile USA continued to realize the benefits of its increasing scale. "Our results reflect the fundamental strengths of our business model," said Daniel H. Schulman, chief executive Officer, Virgin Mobile USA. "Demand for our service is strong, as evidenced by the high growth in our customer base, and our focus enables us to maintain the lowest customer acquisition costs in the wireless industry, and industry-leading churn of 4.9% for the third quarter. With capital expenditures at just 2% of net service revenues, adjusted EBITDA less capex grew to approximately $71 million in the first nine months. This high cash generation is the hallmark of a mobile virtual network company at scale." "We are receiving positive indications from our retail partners as we enter the seasonally strong fourth quarter," added Schulman. "The Virgin Mobile brand and proposition continues to attract considerable demand, and we look forward to a strong holiday season." Initial Public Offering of Virgin Mobile USA Inc. In October 2007, Virgin Mobile USA Inc. successfully completed its initial public offering. Virgin Mobile USA Inc. is a holding company that was formed for the purpose of an initial public offering that was completed on Oct. 16, 2007. In connection with the IPO, the company, Virgin Mobile USA LLC and certain other entities completed an internal reorganization. As part of the reorganization, Virgin Mobile USA LLC converted to a limited partnership and changed its name to Virgin Mobile USA L.P. On Oct. 16, 2007, Virgin Mobile USA Inc. and certain selling stock holders sold 27,500,000 shares of Virgin Mobile USA Inc. Class A common stock at $15.00 per share. The net proceeds from the IPO to the company were approximately $355.4 million after deducting underwriting commissions and discounts of $23.7 million, estimated offering expenses of $4.6 million. The company used $136 million of the IPO proceeds to pay Sprint Nextel for a portion of Sprint Nextel's limited liability company interests in Virgin Mobile USA LLC that the company purchased in connection with the reorganization and IPO. The remaining net proceeds of $219.4 million were contributed to the operating partnership, Virgin Mobile USA L.P. As of Sept. 30, 2007, Virgin Mobile USA Inc. had not engaged in any business or other activities except in connection with its formation and the reorganization transactions described in its prospectus, dated Oct. 10, 2007. About Virgin Mobile USA Inc. Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE: VM) -- http://www.virginmobileusa.com/-- is a national provider of wireless, pay-as-you-go communications services without annual contracts. Voice pricing plans range from monthly options with unlimited nights and weekends to by-the-minute offers, allowing consumers to adjust how and what they pay according to their needs. Virgin Mobiles full slate of handsets, including the Wild Card, Super Slice and Cyclops, are available at top retailers in more than 35,000 locations nationwide and online, with Top-Up cards available at more than 130,000 locations. WILLIAMS COMPANIES: Moody's Ups Senior Unsecured Debt's Rating -------------------------------------------------------------- Moody's Investors Service upgraded the senior unsecured long term debt ratings of The Williams Companies, Inc. to Baa3 from Ba2. Moody's also upgraded the senior unsecured ratings of Williams' natural gas pipeline subsidiaries, Transcontinental Gas Pipeline and Northwest Pipeline Corporation, to Baa2 from Ba1. These actions conclude the rating review begun on May 21 after Williams announced the sale of its power business. Williams' midstream energy subsidiary, Williams Partners L.P., remains under review for possible upgrade pending completion of the Wamsutter transaction announced on November 1. The outlook is stable. "Williams' return to an investment grade rating is the result of a multi-year recovery process that has resulted in a more focused and disciplined company, including elimination of the negative overhang from its merchant power generation business," said Moody's Vice President Steve Wood. "Strategically, Moody's believes that Williams' management is committed to maintaining an investment grade rating and we expect them to demonstrate this through conservative financial polices and capital spending discipline." The two-notch upgrade to Baa3 reflects the positive benefits Williams receives from selling its power business, fundamental improvement in Williams' three core natural gas businesses and expected improvements in the company's credit momentum looking into 2008. Moody's has indicated in the past that it believed the power business lowered Williams' ratings by one rating notch, so selling this business resulted in a one notch increase to Ba1. Selling the power business eliminates $2.4 billion of adjusted debt associated with its power tolling obligations as well as the additional volatility from its various contracts and hedging transactions. The further upgrade to Baa3 reflects Williams' scale, the diversification provided by its three natural gas businesses (E&P, midstream and gas pipelines), the company's expectation of continued organic growth in each of these businesses, and improvement in Williams' overall financial and credit metrics. These positive attributes are tempered by Williams' higher commodity price exposure compared to other diversified gas companies, its aggressive capital spending program resulting in significant negative free cash flow, and Williams' reliance on its MLPs to fund this growth through asset sales. In addition, Williams' investment grade rating is based on the company's commitment to repay parent company debt in conjunction with raising additional debt at the MLPs. Moody's analyzed Williams using the diversified natural gas rating methodology. Based on reported September 30 results, pro forma for the power sale, Williams mapped to a Baa2 rating. However, this rating methodology is heavily weighted toward typical financial credit metrics. Williams benefits from the current high commodity price environment and anomalously strong frac spreads in the Rocky Mountains, so the Baa3 rating is considered more appropriate. Moody's also evaluated Williams by looking at each of the three natural gas businesses separately. For this "sum-of-the-parts" analysis, Moody's allocated Williams' parent debt to the three business segments. Moody's assessed each business using the corresponding rating methodology -- independent exploration and production, midstream energy and natural gas pipelines -- such that the methodology implied ratings were similar among the segments. Combining the three separate analyses supported a composite Baa3 rating as well. While this assessment was based on the strength of the individual businesses, Williams' debt holders benefit from the cash flow diversification provided by these three segments. Moody's upgraded Williams' two pipelines, Transco and Northwest, to Baa2, which reflects their substantial scale, supply diversity and growth potential, and financial strength. The upgrade further considers the rate case settlements that will result in higher earnings and cash flow. The pipelines' ratings are tempered by Williams' Baa3 rating and the company's plan to move the pipelines into an MLP entity over the next several years. The Williams Companies, Inc., headquartered in Tulsa, Oklahoma, is an integrated natural gas company with operations in interstate natural gas pipelines, midstream gas and E&P. WOLVERINE TUBE: S&P Affirms Junk Rating and Removes Pos. Watch -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings, including its 'CC' corporate credit rating, on Huntsville, Alabama-based Wolverine Tube Inc. In addition, all ratings were removed from CreditWatch, where they were placed with positive implications on Feb. 5, 2007. The ratings had been placed on CreditWatch following a planned capital contribution and revised registered exchange offer and solicitation of consent. The outlook is developing. "The affirmation and CreditWatch removal reflect our heightened uncertainty regarding the company's ability to meet the August 2008 maturity of its 7.375% senior notes despite recent capital contributions that have somewhat improved its near-term liquidity position," said Standard & Poor's credit analyst Sean McWhorter. The company has said that if it cannot meet the maturity, a company recapitalization is possible. Total debt, adjusted for operating leases and pension obligations, was about $360 million at Sept. 30, 2007. Huntsville, Alabama-based Wolverine supplies copper and copper alloy tube, rod, bar and fabricated products as well as metal joining products to original equipment manufacturers and contractors. "We could lower the ratings if the company is unable to make progress in refinancing its upcoming maturity," Mr. McWhorter said. "Higher ratings would depend upon Wolverine's successfully exchanging or refinancing the notes and showing a sustained improvement in operating performance." ZIM CORP: Posts $101,207 Net Loss in 2nd Quarter Ended Sept. 30 --------------------------------------------------------------- ZIM Corporation disclosed financial results for its second quarter ended Sept. 30, 2007. Net loss for the quarter ended Sept. 30, 2007,was $101,207. The net loss for the quarter ended Sept. 30, 2006, was $369,991. Revenue for the quarter ended Sept. 30, 2007, was $446,686, a decrease from $580,913 for the quarter ended Sept. 30, 2006. ZIM's decrease in revenue is primarily attributable to the decline in revenue from its SMS aggregation services caused by the continued saturation of the aggregation market. "Consistent with previous announcements, our decrease in revenues is attributed to the decrease in our SMS aggregation revenues. We have reduced operating expenses and continue to look for additional savings as we pursue opportunities related to our Internet TV, Mobile Content and Database platforms" said Dr. Michael Cowpland, president and chief executive officer of ZIM. ZIM had cash of $209,741 as at Sept. 30, 2007, as compared to $578,883 for the period as at Sept. 30, 2006, and $319,561 at June 30, 2007. As at September 30, 2007, ZIM also had an amount due to the chief executive officer, who is also a shareholder, of $49,740 with no amounts due to financial institutions. At Sept. 30, 2007, the company's consolidated balance sheet showed $1,074,156 in total assets, $914,640 in total liabilities, and $159,516 in total shareholders' equity. The company's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $856,956 in total current assets available to pay $859,794 in total current liabilities. 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?2569 Going Concern Doubt Raymond Chabot Grant Thornton LLP, in Ottawa, Canada, expressed substantial doubt about ZIM Corporation's ability to continue as a going concern aftr auditing the company's consolidated financial statements for the years ended March 31, 2007, and 2006. The auditing firm reported the company has incurred a net loss of $1,936,187 and provided $198,143 of cash from operations, during the year ended March 31, 2007. The company also has generated negative cash flows from operations during each of the previous five years. About ZIM Corp. Ottawa, Canada-based ZIM Corporation (OTC BB: ZIMCF) -- http://www.zim.biz/-- is a mobile content, Enterprise Database Software and Internet TV service provider. Through its global infrastructure, ZIM provides publishing and licensing services for market-leading mobile content and for Internet TV broadcasting. * Fitch Expects Moderately Weaker 2007 Sales Than Last Year ----------------------------------------------------------- Fitch Ratings expects a moderately weaker 2007 holiday season compared to last year when comparable store sales were up 2.8% (per the International Council of Shopping Centers) and total sales increased 4.6% (per the National Retail Federation). Promotional activity is earlier and broader than last year as retailers seek to drive store traffic and clear excess apparel inventory. While recent headlines about toy recalls could divert demand to U.S. and European made products, overall toy demand should remain strong. In addition, sales in some categories, such as consumer electronics, should fare better than others given the price accessibility and continued demand for popular products. 2008 Outlook: Fitch anticipates that comparable store sales growth in 2008 will be weaker than 2007 levels due to slow U.S. GDP growth, which Fitch forecasts to be about 1.7% in 2008, versus an expected 1.8% in 2007. Expected high energy costs, weak housing and credit markets, and increased unemployment rates will weigh on consumer confidence and spending. While these factors will impact lower income consumers more significantly than those at higher income levels, consumers at all but the highest income levels are expected to moderate discretionary spending with fewer aspirational purchases and more trading down among retail channels. As a result, competition among retailers is anticipated to remain intense, particularly in those geographic markets that are most acutely impacted by housing and job related weakness. The combination of pressured revenues, promotional activity, and high costs related to energy and commodities are expected to stress operating profit margins. Fitch expects retailers will be primarily focused on perfecting their operating strategies in order to preserve sales and gain market share as well as manage profitability and cash flow generation. A clear demarcation between the strong and weak operators will become apparent in 2008 and, over time further retail consolidation will occur as strong operators accelerate their share gains and weaker operators get rationalized out of the market. In addition, depressed stock prices and a weak U.S. dollar could encourage further share repurchase and foreign-led acquisition activity. However, the level of this activity will be significantly below that of the last three years and in general, Fitch expects companies to manage their capital structure initiatives within the context of a more challenging operating environment. Of importance is that liquidity for U.S. retail companies is expected to remain strong and be primarily internally generated. External sources of liquidity such as new debt issuance and bank facilities remain available, particularly for investment grade companies. In 2008, refinancing activity is expected to be below the $10.8 billion of debt maturities. However, additional debt financing related to Home Depot's $22.5 billion share repurchase program and Target's review of its capital structure and credit card business is possible. Overall, Fitch views the U.S. retail industry as having more downside rating risk than upside rating potential as supported by the ratio of Negative Rating Outlooks and Rating Watches relative to Positive Rating Outlooks and Watches of 5:3. Key Trends for 2008: Fitch expects companies will need to be focused on managing their business to drive traffic into stores, contain costs, and appropriately allocate cash flow. Spurring Top Line Growth Through Unique Brands And Strong In-Store Execution: Retailers with well defined and executed operating strategies around merchandise, pricing, stores and service will further differentiate themselves from weaker peers in 2008. Strategies retailers will use to drive top line growth include: -- Private brands, which create a compelling value proposition for consumers as they may be priced more competitively than similar national brands or possess unique attributes; -- Exclusive brands and limited editions, such as Kohl's Simply Vera Vera Wang merchandise, which create excitement, drive store traffic and promote full price buying; and -- Superior in-store experience and service levels to build customer loyalty, particularly for commoditized merchandise categories. Cost Containment in the Face of Top-Line Deceleration: Controlling costs will be a key area of focus to offset margin compression from top line pressures and promotional activity as well as high energy and commodity costs. As a result, retailers are expected to focus on inventory management, supply chain efficiencies and labor productivity. However, as many operators have already realized benefits from these areas over the last few years, it may be difficult to fully offset margin pressures. Capital Structure - Internal and External Considerations: Fitch expects a lower level of leverage financed mergers and acquisitions and share buyback activity in the U.S. retail sector in 2008 versus 2007 given tightened credit market conditions. In addition, retail companies are anticipated to use cash flow generation to fund capital expenditures and strengthen store operations while reducing cash flow focused on shareholder returns if necessary. This was the case following the Southern California supermarket strike in 2003/2004 when both Safeway and Kroger used cash flow to invest in core operations and lower debt levels while reducing share repurchase activity. However, low stock prices and a weak U.S. dollar could encourage further share repurchase or acquisition activity by strategic or foreign buyers. Sector Specific Outlooks: Fitch expects sales of discretionary goods, particularly in home related and apparel categories, to remain challenged while staples, such as food and prescriptions, show relative strength. Discounters: Food and consumables will continue to drive store traffic for discounters but consumers, particularly those with lower income levels, will become more selective in their spending and limit their purchases of non-essential items. As a result, discounters will focus on competitive pricing and customer service to drive sales. Furthermore, Fitch expects operating profit margins to remain relatively steady as discounters manage their cost structures. Discounters, such as Target and Costco, that cater to higher income consumers will fare better than companies, such as Wal-Mart, that cater to lower income customers. Store base expansion will continue; however, Wal-Mart is slowing its pace of store growth to 5% to 6% from around 9% over the past few years as it focuses on strengthening its existing operations. Financial engineering in terms of debt-financed share repurchases will continue to be a significant rating consideration for these companies. Supermarkets and Drug Stores: Given their broad non-discretionary product offerings and convenient store locations, supermarkets are expected to perform well given a challenging economic backdrop as consumers trade down from casual dining restaurants. In addition, supermarkets are expected to pass cost increases through to customers and benefit from their value oriented private label offerings. While competition has become more rational in certain markets following the spate of consolidation and asset sale activity over the past two years, new non-traditional grocery store competitors continue to increase their presence. Most recently, Tesco's opening of Fresh & Easy stores has sparked interest in smaller formats, with other retailers such as Whole Foods testing similar concepts. If successful, Fitch expects that smaller store concepts could set a new course for store base development as the large supermarket operators continue to evolve their store bases and merchandising strategies. For the large supermarket operators, mergers and acquisitions will continue but are expected to be small and market based. For drug stores, 2008 is expected to be a year when the large chain drug retailers benefit from their increased scale and breadth of services, following a year of significant merger and acquisition activity. Cash flow generation will largely be directed at capital expenditure projects, including unit growth, store remodels and systems improvements. While market fill-in acquisitions will continue, more importantly merger and acquisition activity in areas such as pharmacy benefit management and specialty pharmacy are likely to occur as drug retailers further develop their multi-channel distribution strategies. Chain drug stores will continue to benefit from their convenient store bases and increased service offerings, such as in-store clinics, which will help them win share from other healthcare venues. Profit margins could be pressured by potential weakness in front-end categories and changes to industry pricing benchmarks that result in lower pharmacy reimbursement rates, but some of this will be offset by growth in higher margined generics. Department Stores: Department stores will be one of the more challenged retail sectors in 2008. Fitch expects companies will continue their focus on presenting differentiated merchandise, including private and exclusive brands, as well as improving store operations through remodels and systems upgrades. Merchandise development cycle time reductions and investments in inventory management systems should also enable stronger operators to respond more effectively to changes in consumer demand. However, heightened promotional activity on weak sell-through merchandise will pressure operating margins, particularly for those retailers with poor inventory controls. Luxury chains will continue to outperform the rest of the industry, although sales growth will likely moderate due to difficult comparisons following an extended four year period of strong sales gains and as aspirational consumers fall away. However, a weak dollar could continue to drive demand for those retailers, such as Saks and Neiman Marcus, which serve popular tourist destinations. Among mid-tier chains, operators with strong management teams and sharp merchandising strategies, such as Kohl's and J.C. Penney, should be able to solidify or accelerate market share gains, while regional department stores and those with poorly executed strategies are likely to continue to see the weakest top line growth and margin contraction. Specialty: Consumer electronics demand will continue to be strong in 2008 relative to other discretionary categories due to incremental sales driven by the digital conversion, the Olympics and further price declines. However, the rate of growth will moderate as much of the new product adoption has already taken place. Operating profit margins will be pressured for those companies with weak inventory and expense management. Competition from discounters will remain intense as they aggressively price and expand their consumer electronics merchandise offerings. Services, such as Best Buy's Geek Squad, will be critical differentiating factors to attract customers due to product complexity and the value of offering total solutions packages. Home improvement retailers are anticipated to focus on strengthening their store bases and service levels to capture market share in the face of a challenging housing market. This segment remains highly fragmented, with Home Depot and Lowe's accounting for less than 20% of the market. While Home Depot is slowing its store growth to focus on strengthening its existing operations, Lowe's is expected to continue expanding its store base aggressively. Debt-financed share repurchases will continue to be a focus for Home Depot as it has yet to complete $11.8 billion of the $22.5 billion share repurchase program that was announced in June 2007. Specialty apparel retailers, particularly those with poor fashion content, will be hurt by weak demand. A focus on operating efficiencies and inventory levels to limit promotional activity may not be sufficient to maintain operating profit margins. For toy retailers, Fitch expects performance to remain steady driven by potential new legislation and reforms on toy safety testing that should mute toy safety fears. Fitch expects office products retailers to be pressured as small business spending tightens in line with a slowing economy, but retailers that provide an easy shopping experience and value-added services, such as installation of wireless networks, are expected to outperform their peers. These are list of Fitch-rated issuers and their current Issuer Default Ratings in the U.S. retail sector: Discounters -- Costco Wholesale Corporation ('AA-'; Outlook Stable); -- Target Corporation ('A+'; Rating Watch Negative); -- Wal-Mart Stores, Inc. ('AA'; Outlook Stable). Supermarkets and Drug Stores -- CVS Caremark Corp. ('BBB'; Outlook Stable); -- The Kroger Co. ('BBB'; Outlook Stable); -- Rite Aid Corp. ('B-'; Outlook Stable); -- Safeway Inc. ('BBB'; Outlook Stable); -- Supervalu Inc. ('BB-'; Outlook Positive). Department Stores -- The Bon-Ton Stores, Inc. ('B'; Outlook Stable); -- Dillard's, Inc. ('BB'; Outlook Stable); -- J.C. Penney Company, Inc. ('BBB'; Outlook Positive); -- Kohl's Corporation ('BBB+'; Outlook Stable); -- Macy's, Inc. ('BBB'; Outlook Negative); -- Neiman Marcus, Inc. ('B'; Outlook Stable); -- Nordstrom, Inc. ('A-'; Outlook Positive); -- Saks Incorporated ('B'; Outlook Stable); -- Sears Holdings Corporation ('BB'; Outlook Stable). Specialty Retail -- Best Buy Co. Inc. ('BBB+' ; Outlook Stable); -- Burlington Coat Factory Warehouse Corp. ('B-'; Outlook Stable); -- The Gap, Inc. ('BB+'; Outlook Negative); -- The Home Depot, Inc. ('BBB+'; Outlook Negative); -- Linens 'n Things, Inc. ('CCC'; Outlook Stable); -- Lowe's Companies, Inc. ('A+'; Outlook Stable); -- RadioShack Corporation ('BB'; Outlook Negative); -- Staples, Inc. ('BBB+'; Outlook Stable); -- Toys 'R' Us, Inc. ('B-'; Outlook Stable). * S&P Places Ratings on 11 Tranches Under Negative CreditWatch -------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on 11 tranches from five U.S. trust preferred collateralized debt obligation transactions on CreditWatch with negative implications. All of the transactions are collateralized in part by subordinated debt issued by mortgage real estate investment trusts. At the same time, S&P affirmed its ratings on 29 tranches from these five transactions. The CreditWatch placements primarily reflect the weakening credit quality of the mortgage REIT assets held within these CDO collateral pools. Because of current conditions in the mortgage markets, many mortgage originators and purchasers, including REITs, have faced challenges in obtaining funding to finance their ongoing operations. Standard & Poor's currently rates 93 outstanding U.S. trust preferred CDO transactions, including transactions collateralized in large part by: -- Bank trust preferred securities issued by small to midsize bank holding companies (71 U.S. CDO transactions); -- Insurance trust preferred securities issued by small to midsize insurance companies (eight U.S. CDO transactions); and, -- REIT trust preferred securities issued by equity or mortgage REITs (14 U.S. CDO transactions). The CreditWatch placements affect four REIT trust preferred CDO transactions and one bank trust preferred CDO transaction with exposure to mortgage REIT assets in its collateral pool. Including the CreditWatch placements listed below, S&P's ratings on a total of 13 tranches from trust preferred CDO transactions with exposure to REIT debt are currently on CreditWatch negative. Additionally, on Sept. 13, 2007, S&P lowered its ratings on 46 tranches from nine trust preferred REIT CDO transactions. S&P expect to resolve the CreditWatch placements on the tranche ratings listed below within the next four weeks. Ratings Placed on Creditwatch Negative Rating ------ Transaction Class To From ----------- ----- -- ---- Attentus CDO I Ltd. C1 AA-/Watch Neg AA- Attentus CDO I Ltd. C2A BBB-/Watch Neg BBB- Attentus CDO I Ltd. C2B BBB-/Watch Neg BBB- Attentus CDO I Ltd. D BB/Watch Neg BB Attentus CDO I Ltd. E B-/Watch Neg B- Attentus CDO II Ltd. F-1 CCC+/Watch Neg CCC+ Attentus CDO II Ltd. F-2 CCC+/Watch Neg CCC+ Attentus CDO III Ltd. F B+/Watch Neg B+ Taberna Preferred E BBB/Watch Neg BBB Funding VIII Ltd. Taberna Preferred F BB/Watch Neg BB Funding VIII Ltd. Trapeza CDO X Ltd. B AA/Watch Neg AA Ratings Affirmed Transaction Class Rating ----------- ----- ------ Attentus CDO I Ltd. A1 AAA Attentus CDO I Ltd. A2 AAA Attentus CDO I Ltd. B AA Attentus CDO II Ltd. A-1 AAA Attentus CDO II Ltd. A-2 AAA Attentus CDO II Ltd. A-3A AAA Attentus CDO II Ltd. A-3B AAA Attentus CDO II Ltd. B AA Attentus CDO II Ltd. C A- Attentus CDO II Ltd. D BBB- Attentus CDO II Ltd. E-1 BB- Attentus CDO II Ltd. E-2 BB- Attentus CDO III Ltd. A-1A AAA Attentus CDO III Ltd. A-1B AAA Attentus CDO III Ltd. A-2 AAA Attentus CDO III Ltd. B AA Attentus CDO III Ltd. C-1 A Attentus CDO III Ltd. C-2 A Attentus CDO III Ltd. D A- Attentus CDO III Ltd. E-1 BBB- Attentus CDO III Ltd. E-2 BBB- Taberna Preferred Funding VIII Ltd. A-1A AAA Taberna Preferred Funding VIII Ltd. A-1B AAA Taberna Preferred Funding VIII Ltd. A-2 AAA Taberna Preferred Funding VIII Ltd. B AA Taberna Preferred Funding VIII Ltd. C A Taberna Preferred Funding VIII Ltd. D A- Trapeza CDO X Ltd. A-1 AAA Trapeza CDO X Ltd. A-2 AAA * BOND PRICING: For the Week of Nov. 12 - Nov. 16, 2007 ------------------------------------------------------- Issuer Coupon Maturity Price ------ ------ -------- ----- ABC Rail Product 10.500% 01/15/04 0 ABC Rail Product 10.500% 12/31/04 0 Acme Metals Inc 12.500% 08/01/02 0 Alesco Financial 7.625% 05/15/27 67 Allegiance Tel 11.750% 02/15/08 52 Alltel Corp 6.800% 05/01/29 71 Ambac Inc 6.150% 02/15/37 71 Amer & Forgn Pwr 5.000% 03/01/30 63 Amer Color Graph 10.000% 06/15/10 66 Amer Pad & Paper 13.000% 11/15/05 0 Americredit Corp 0.750% 09/15/11 69 Americredit Corp 2.125% 09/15/13 67 Americredit Corp 2.125% 09/15/13 67 Ames True Temper 10.000% 07/15/12 72 Antigenics 5.250% 02/01/25 62 Archibald Candy 10.000% 11/01/07 0 Ashton Woods USA 9.500% 10/01/15 75 At Home Corp 4.750% 12/15/06 0 Ata Holdings 12.125% 06/15/10 0 Atherogenics Inc 1.500% 02/01/12 17 Atherogenics Inc 4.500% 03/01/11 36 Bank New England 8.750% 04/01/99 9 Bank New England 9.500% 02/15/96 14 Bank New England 9.875% 09/15/99 9 BankUnited Cap 3.125% 03/01/34 67 BBN Corp 6.000% 04/01/12 0 Bearingpoint Inc 2.500% 12/15/24 74 Bearingpoint Inc 2.750% 12/15/24 71 Beazer Homes USA 4.625% 06/15/24 74 Beazer Homes USA 6.500% 11/15/13 75 Beazer Homes USA 6.875% 07/15/15 75 Beyond.com 7.250% 12/01/03 0 Big City Radio 11.250% 03/15/05 0 Borden Inc 7.875% 02/15/23 73 Bowater Inc 6.500% 06/15/13 75 Buffets Inc 12.500% 11/01/14 52 Burlington North 3.200% 01/01/45 54 Calpine Gener Co 11.500% 04/01/11 38 Charter Comm Inc 6.500% 10/01/27 66 CIH 9.920% 04/01/14 68 CIH 10.000% 05/15/14 68 CIH 11.125 01/15/14 73 CIT Group Inc 6.100% 03/15/67 74 Clark Material 10.750% 11/15/06 0 Claire's Stores 10.500% 06/01/17 71 Clear Channel 5.500% 12/15/16 75 Collins & Aikman 10.750% 12/31/11 1 Complete Mgmt 8.000% 08/15/03 0 Complete Mgmt 8.000% 12/15/03 0 Compucredit 3.625% 05/30/25 57 CompuCredit 5.875% 11/30/35 51 Constar Intl 11.000% 12/01/12 70 Countrywide Finl 6.000% 03/16/26 73 Countrywide Finl 6.000% 02/08/36 68 Countrywide Finl 6.200% 07/16/29 69 Countrywide Finl 6.250% 05/15/16 72 Curagen Corp 4.000% 02/15/11 69 Dana Corp 9.000% 08/15/11 70 Decode Genetics 3.500% 04/15/11 67 Decode Genetics 3.500% 04/15/11 68 Delta Air Lines 8.000% 12/01/15 70 Delta Mills Inc 9.625% 09/01/07 15 Delphi Corp 6.197% 11/15/33 57 Delphi Corp 6.500% 08/15/13 73 Delphi Corp 8.250% 10/15/33 44 Duquesne Light 6.250% 08/15/35 74 Dura Operating 8.625% 04/15/12 30 Dura Operating 9.000% 05/01/09 1 Eagle Food Centr 11.000% 04/15/05 0 Empire Gas Corp 9.000% 12/31/07 0 Encysive Pharma 2.500% 03/15/12 62 Epix Medical Inc 3.000% 06/15/24 72 Exodus Comm Inc 11.625% 07/15/10 0 Fedders North Am 9.875% 03/01/14 16 Finova Group 7.500% 11/15/09 17 Ford Motor Co 6.375% 02/01/29 70 Ford Motor Co 6.625% 02/15/28 69 Ford Motor Co 6.625% 10/01/28 69 Ford Motor Co 7.125% 11/15/25 70 Ford Motor Co 7.400% 11/01/46 70 Ford Motor Co 7.500% 08/01/26 73 Ford Motor Co 7.700% 05/15/97 73 Ford Motor Co 7.750% 06/15/43 71 Ford Motor Cred 6.150% 01/20/15 74 Ford Motor Cred 6.250% 03/20/15 74 General Motors 6.750% 05/01/28 71 General Motors 7.375% 05/23/48 72 GMAC 5.250% 01/15/14 74 GMAC 5.900% 01/15/19 73 GMAC 5.900% 02/15/19 70 GMAC 5.900% 10/15/19 66 GMAC 6.000% 02/15/19 69 GMAC 6.000% 02/15/19 68 GMAC 6.000% 02/15/19 67 GMAC 6.000% 03/15/19 70 GMAC 6.000% 03/15/19 69 GMAC 6.000% 03/15/19 70 GMAC 6.000% 03/15/19 74 GMAC 6.000% 03/15/19 69 GMAC 6.000% 04/15/19 67 GMAC 6.000% 09/15/19 72 GMAC 6.000% 09/15/19 71 GMAC 6.050% 08/15/19 70 GMAC 6.050% 08/15/19 72 GMAC 6.050% 10/15/19 67 GMAC 6.100% 09/15/19 66 GMAC 6.125% 10/15/19 75 GMAC 6.150% 08/15/19 66 GMAC 6.150% 09/15/19 73 GMAC 6.150% 10/15/19 67 GMAC 6.200% 04/15/19 68 GMAC 6.250% 12/15/18 70 GMAC 6.250% 01/15/19 72 GMAC 6.250% 04/15/19 72 GMAC 6.250% 05/15/19 70 GMAC 6.300% 08/15/19 71 GMAC 6.300% 08/15/19 70 GMAC 6.350% 04/15/19 68 GMAC 6.400% 12/15/18 71 GMAC 6.400% 11/15/19 71 GMAC 6.400% 11/15/19 70 GMAC 6.500% 06/15/18 74 GMAC 6.500% 11/15/18 73 GMAC 6.500% 02/15/20 75 GMAC 6.600% 08/15/16 72 GMAC 6.600% 05/15/18 75 GMAC 6.600% 06/15/19 72 GMAC 6.600% 06/15/19 70 GMAC 6.650% 06/15/18 71 GMAC 6.650% 10/15/18 70 GMAC 6.700% 06/15/18 72 GMAC 6.700% 06/15/18 75 GMAC 6.700% 11/15/18 73 GMAC 6.700% 06/15/19 71 GMAC 6.750% 05/15/17 73 GMAC 6.750% 03/15/18 70 GMAC 6.750% 07/15/18 74 GMAC 6.750% 09/15/18 75 GMAC 6.750% 10/15/18 75 GMAC 6.750% 05/15/19 74 GMAC 6.750% 05/15/19 71 GMAC 6.750% 06/15/19 71 GMAC 6.750% 06/15/19 73 GMAC 6.750% 03/15/20 74 GMAC 6.800% 09/15/18 74 GMAC 6.800% 10/15/18 74 GMAC 6.900% 07/15/18 74 GMAC 7.000% 02/15/18 74 GMAC 7.000% 06/15/22 74 GMAC 7.000% 11/15/23 71 GMAC 7.000% 11/15/24 69 GMAC 7.000% 11/15/24 70 GMAC 7.000% 11/15/24 69 GMAC 7.050% 03/15/18 75 GMAC 7.150% 03/15/25 69 GMAC 7.250% 01/15/25 71 GMAC 7.250% 02/15/25 74 GMAC 7.250% 03/15/25 71 GMAC 7.300% 01/15/18 75 GMAC 7.375% 04/15/18 75 Gulf States STL 13.500% 04/15/03 0 Harrahs Oper Co 5.625% 06/01/15 75 Harrahs Oper Co 5.750% 10/01/17 72 Herbst Gaming 8.125% 06/01/12 75 Hines Nurseries 10.250% 10/01/11 75 HNG Internorth 9.625% 03/15/06 19 Ion Media 11.000% 07/31/13 69 Iridium LLC/CAP 10.875% 07/15/05 3 Iridium LLC/CAP 11.250% 07/15/05 3 Iridium LLC/CAP 13.000% 07/15/05 1 Iridium LLC/CAP 14.000% 07/15/05 3 K Hovnanian Entr 6.000% 01/15/10 74 K Hovnanian Entr 6.250% 01/15/16 73 K Hovnanian Entr 6.250% 01/15/16 73 K Hovnanian Entr 6.375% 12/15/14 74 K Hovnanian Entr 6.500% 01/15/14 74 K Hovnanian Entr 7.500% 05/15/16 75 K Hovnanian Entr 7.750% 05/15/13 68 K Hovnanian Entr 8.875% 04/01/12 68 Kaiser Aluminum 9.875% 02/15/02 5 Kaiser Aluminum 12.750% 02/01/03 6 Kimball Hill Inc 10.500% 12/15/12 51 Kmart Corp 9.350% 01/02/20 5 Kmart Corp 9.780% 01/05/20 0 KMart Funding 8.800% 07/01/10 10 KMart Funding 9.440% 07/01/18 60 Knight Ridder 6.875% 03/15/29 75 Lehman Bros Holding 11.000% 10/25/17 75 Liberty Media 3.750% 02/15/30 58 Liberty Media 4.000% 11/15/29 64 Lifecare Holding 9.250% 08/15/13 64 LTV Corp 8.200% 09/15/07 0 McSaver Financl 7.400% 02/15/02 5 McSaver Financl 7.600% 08/01/07 5 McSaver Financl 7.875% 08/01/03 5 MediaNews Group 6.375% 04/01/14 73 MHS Holdings Co 16.875% 09/22/04 0 Morris Publish 7.000% 08/01/13 74 Mosler Inc 11.000% 04/15/03 0 Movie Gallery 11.000% 05/01/12 27 Muzak LLC 9.875% 03/15/09 53 National Steel Corp 8.375% 08/01/06 0 Neff Corp 10.000% 06/01/15 67 New Orl Grt N RR 5.000% 07/01/32 62 Northern Pacific RY 3.000% 01/01/47 52 Northern Pacific RY 3.000% 01/01/47 52 Northpoint Comm 12.875% 02/15/10 0 Northwest Steel & Wire 9.500% 06/15/01 0 NTK Holdings Inc 10.750% 03/01/14 61 Nutritional Src 10.125% 08/01/09 5 Oakwood Homes 7.875% 03/01/04 13 Oakwood Homes 8.125% 03/01/09 3 Oscient Pharma 3.500% 04/15/11 58 Oscient Pharma 3.500% 04/15/11 55 Outboard Marine 9.125% 04/15/17 5 Pac-West Telecom 13.500% 02/01/09 4 Pac-West Telecom 13.500% 02/01/09 2 Pegasus Satellite 13.500% 03/01/07 0 Piedmont Aviat 10.250% 01/15/49 0 Pixelworks Inc 1.750% 05/15/24 74 Polaroid Corp 11.500% 02/15/06 0 Pope & Talbot 8.375% 06/01/13 36 Pope & Talbot 8.375% 06/01/13 33 Primus Telecom 3.750% 09/15/10 65 Primus Telecom 8.000% 01/15/14 56 Propex Fabrics 10.000% 12/01/12 49 PSInet Inc 10.000% 02/15/05 0 Radian Group 5.375% 06/15/15 75 Radnor Holdings 11.000% 03/15/10 0 Rait Financial 6.875% 04/15/27 70 Rayovac Corp 8.500% 10/01/13 67 Read-Rite Corp 6.500% 09/01/04 0 Residential Cap 6.000% 02/22/11 64 Residential Cap 6.375% 06/30/10 65 Residential Cap 6.500% 06/01/12 64 Residential Cap 6.500% 04/17/13 63 Residential Cap 6.875% 06/30/15 64 Rite Aid Corp 6.875% 12/15/28 68 Rite Aid Corp 7.700% 02/15/27 73 RJ Tower Corp. 12.000% 06/01/13 2 Saint Acquisition 12.500% 05/15/17 62 ServiceMaster Co 7.100% 03/01/18 73 ServiceMaster Co 7.250% 03/01/38 70 ServiceMaster Co 7.450% 08/15/27 69 Six Flags Inc 4.500% 05/15/15 67 Six Flags Inc 9.625% 06/01/14 72 Six Flags Inc 9.750% 04/15/13 74 SLM Corp 5.000% 06/15/28 74 SLM Corp 5.050% 03/15/23 73 SLM Corp 5.250% 03/15/28 73 SLM Corp 5.250% 12/15/28 71 SLM Corp 5.350% 06/15/28 73 SLM Corp 5.400% 06/15/30 71 SLM Corp 5.500% 06/15/29 72 SLM Corp 5.500% 06/15/29 71 SLM Corp 5.500% 06/15/29 68 SLM Corp 5.500% 03/15/30 71 SLM Corp 5.500% 06/15/30 71 SLM Corp 5.500% 12/15/30 71 SLM Corp 5.500% 12/15/30 70 SLM Corp 5.550% 03/15/29 72 SLM Corp 5.600% 03/15/29 73 SLM Corp 5.600% 06/15/29 75 SLM Corp 5.600% 12/15/29 71 SLM Corp 5.600% 12/15/29 72 SLM Corp 5.650% 03/15/29 73 SLM Corp 5.650% 12/15/29 72 SLM Corp 5.650% 12/15/29 72 SLM Corp 5.650% 09/15/30 74 SLM Corp 5.700% 03/15/29 74 SLM Corp 5.700% 03/15/29 70 SLM Corp 5.700% 12/15/29 75 SLM Corp 5.700% 03/15/30 70 SLM Corp 5.750% 03/15/29 73 SLM Corp 5.750% 03/15/29 72 SLM Corp 5.750% 09/15/29 74 SLM Corp 5.750% 09/15/29 75 SLM Corp 5.750% 12/15/29 73 SLM Corp 5.750% 12/15/29 72 SLM Corp 5.750% 12/15/29 72 SLM Corp 5.750% 12/15/29 72 SLM Corp 5.750% 03/15/30 73 SLM Corp 5.800% 12/15/29 71 SLM Corp 5.850% 09/15/29 75 SLM Corp 5.850% 12/15/31 73 SLM Corp 5.900% 09/15/29 74 SLM Corp 6.000% 12/15/26 75 SLM Corp 6.000% 09/15/29 73 SLM Corp 6.000% 12/15/31 72 SLM Corp 6.050% 12/15/31 74 Spacehab Inc 5.500% 10/15/10 54 Spansion LLC 2.250% 06/15/16 66 Special Devices 11.375% 12/15/08 66 Spectrum Brands 7.375% 02/01/15 73 Standard Pac corp 6.000% 10/01/12 61 Standard Pac Corp 6.250% 04/01/14 67 Standard Pacific 6.500% 08/15/10 73 Standard Pac Corp 6.875% 05/15/11 73 Standard Pac corp 7.000% 08/15/15 66 Standard Pacific 7.750% 03/15/13 73 Standard Pacific 9.250% 04/15/12 51 Stanley-Martin 9.750% 08/15/15 69 Tekni-Plex Inc 12.750% 06/15/10 52 Teligent Inc 11.500% 12/01/07 0 Tenet Healthcare 6.875% 11/15/31 72 Times Mirror Co 6.610% 09/15/27 59 Times Mirror Co 7.250% 11/15/96 58 Times Mirror-New 7.500% 07/01/23 65 Tom's Foods Inc 10.500% 11/01/04 1 Tousa Inc 7.500% 03/15/11 9 Tousa Inc 7.500% 01/15/15 35 Tousa Inc 9.000% 07/01/10 43 Tousa Inc 10.375% 07/01/12 7 Toys R Us 7.375% 10/15/18 75 Trans Mfg Oper 11.250% 05/01/09 60 TransTexas Gas 15.000% 03/15/05 0 Tribune Co 5.250% 08/15/15 66 True Temper 8.375% 09/15/11 58 TXU Corp 6.500% 11/15/24 72 TXU Corp 6.550% 11/15/34 71 United Air Lines 9.200% 03/22/08 49 United Air Lines 9.350% 04/07/16 30 United Air Lines 9.560% 10/19/18 54 United Air Lines 10.020% 03/22/14 49 United Air Lines 10.850% 02/19/15 30 Universal Stand 8.250% 02/01/06 0 US Air Inc. 10.700% 01/01/49 0 Venture Holdings 12.000% 06/01/09 0 Vesta Insur Grp 8.750% 07/15/25 2 Vicorp Restaurant 10.500% 04/15/11 60 Wachovia Corp 9.250% 04/10/08 59 Wachovia Corp 15.500% 12/05/07 63 WCI Communities 6.625% 03/15/15 61 WCI Communities 7.875% 10/01/13 63 WCI Communities 9.125% 05/01/12 69 William Lyon 7.500% 02/15/14 61 William Lyon 7.625% 12/15/12 60 William Lyon 10.750% 04/01/13 65 Wimar Opco/Fin 9.625% 12/15/14 71 Winstar Comm Inc 10.000% 03/15/08 0 Winstar Comm Inc 12.750% 04/15/10 0 Wornick Co 10.875% 07/15/11 69 Ziff Davis Media 12.000% 08/12/09 56 ********* 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 Martirez, 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 ***