T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 14, 2008, Vol. 12, No. 11 Headlines AAR CORP: To Buyback $16.36 Million Senior Notes on February 12 ACERMED INC: OIS Buys All AcerMed's Assets Through Subsidiary ADRIENNE DORNS: Voluntary Chapter 11 Case Summary AFFINION GROUP: Inks $50MM Consumer Protection Line Expansion Pact ALERT CELLULAR: Committee Retains Irell & Manella as Counsel AMERICAN HOME: Moody's Junks Ratings on Four Trust Certificates ANDREW CORP: Commences Offer to Repurchase 3-1/4% Conv. Notes ANIXTER INTERNATIONAL: Earns $64.8 Million in 2007 Third Quarter ARVINMERITOR: Fitch Cuts Issuer Default Rating to B+ from BB- ASSOCIATED ESTATES: Paying $0.17/Share Dividend on February 1 AVADO BRANDS: Sells 61 Restaurants to Rita Acquisition B&V FLORIDA: Voluntary Chapter 11 Case Summary BCAP LLC: Moody's Downgrades Ratings on 11 Tranches to Low-B BEAR STEARNS: Moody's Keeps Low-B Ratings on Six Cert. Classes BUILDING MATERIALS: S&P Puts BB- Corp. Rating on Negative Watch CAPITAL LAND: Chap. 11 Trustee Wants Gordon & Silver as Attorney CAPITAL LAND: Chap. 11 Trustee Taps Gamett & King as Fin'l Advisor CAPITAL LAND: Compass Lenders Tap Bullivant Houser as NV Counsel CARBIZ INC: Starts "Buy-Here Pay-Here" Operations at Nebraska CASH TECH: AMEX Approves Continued Listing Compliance Plan CATHOLIC CHURCH: St. George's On Track With Payment to Victims CENTRAL ILLINOIS: Court Says No to $4.5 Mil. Administrative Claim CHRYSLER LLC: Confirms OEM Product Agreement with Nissan Motor COMMSCOPE INC: Unit Launches Offer to Buy Back Convertible Notes CRDENTIA CORP: Names Debbie Griffith as Dir. of Business Dev't. CREDIT SUISSE: Moody's Maintains Low-B Ratings on 6 Cert. Classes CYRIL WILLIAMS: Voluntary Chapter 11 Case Summary DAVITA INC: Earns $94.5 Million in 2007 Third Quarter DELTA AIR: December 2007 System Traffic Increased by 3% DELTA AIR: Studying Likely Sale of Comair While Reviewing Mergers DELTA ENTERTAINMENT: Committee Retains Irell & Manella as Counsel DENNY'S CORP: Sept. 26 Balance Sheet Upside-Down by $201.1 Million DIVERSEY HARBOR: Three Note Classes Get Moody's Junk Ratings DONALD DUNAWAY: Voluntary Chapter 11 Case Summary E*TRADE VI: Moody's Junks Rating on $60 Mil. Sr. Notes from Aaa EASTMAN KODAK: Earns $37 Million in 2007 Third Quarter EMMIS COMM: Posts $2.14 Mil. Net Loss in Qtr. Ended November 30 FREMONT GENERAL: Elects Five New Members to Board of Directors GLOBAL POWER: Elects David L. Willis as CFO and Sr. Vice Pres. GREAT SMOKY: Case Summary & Largest Unsecured Creditor GREENBRIER CO: Earns $2.6 Million in Quarter Ended November 30 GREENPARK GROUP: Court Confirms Chapter 11 Plan of Liquidation GREENWICH CAPITAL: Moody's Junks B3 Rating on Class Q Certificates HEARTLAND AUTO: Section 341(a) Creditors' Meeting Set for Jan. 17 HORNBECK OFFSHORE: Acquiring Superior Achiever for $190 Million IAC/InterActiveCorp: Reports 14MM Stake Sale to Liberty Media IKON OFFICE: Weak Quarter Results Prompt S&P to Keep BB Rating INTERDENT SERVICE: Weak Liquidity Cues Moody's to Junk Ratings INTERSTATE BAKERIES: Losses Ch. 11 Control as Exclusivity Expires JABIL CIRCUIT: Fitch Rates Proposed $300MM Notes Offering at BB+ JABIL CIRCUIT: Moody's Puts Ba1 Rating on Proposed $300MM Notes JAYS FOODS: Rabin Worldwide Auctions Equipment on January 24 JP MORGAN: Fitch Holds 'BB' Rating on $20.1MM S. 1999-C8 Certs. JP MORGAN: Moody's Junks Rating on Class M Certificates from B3 KELLWOOD COMPANY: Launches $60 Mil. Tender Offer of 7.875% Notes KLEROS PREFERRED: Moody's Junks Rating on $54MM Notes from Aa2 LANDMARK FBO: High Leverage Prompts S&P to Place B Corp. Rating LEVITT AND SONS: Can Use AmTrust Loan to Build Hartwood Homes LEVITT AND SONS: Deposit Holders Want Official Committee Formed LEVITT & SONS: Subsidiary Wants to Sell Real Property for $14.5MM LIBERTY MEDIA: Acquires 14 Million of InterActiveCorp's Stake LONDON FOG: Court Confirms Chapter 11 Plan of Liquidation M.B.H. INVESTMENTS: Voluntary Chapter 11 Case Summary MAGSTAR TECH: Sets January 14 as Record Date for Reverse Split MAIR HOLDINGS: Big Sky Discontinues Trips to Three Eastern Cities MERRILL LYNCH: Fitch Holds 'CCC' Rating on $26.1MM Certificates MEZZ CAP: Fitch Assigns 'B-' Rating on $493,000 Class H Certs. MORGAN STANLEY: Stable Performance Cues Fitch to Affirm Ratings NASDAQ STOCK: Earns $365 Million in 2007 Third Quarter NATIONAL COAL: S&P Withdraws 'CCC' Rating at Company's Request NOLAND-DECOTO: Case Trustee to be Named If Buyer Misses Deadline PETER PAPPAS: Case Summary & Largest Unsecured Creditor POLAR MOLECULAR: Case Summary & 20 Largest Unsecured Creditors POPE & TALBOT: Amends DIP Agreement to Conform to Court DIP Order POPE & TALBOT: Court Approves Sale of Wood Products Business POPE & TALBOT: To Sell 3 Pulp Mills to Sinar Mas for $225 Million POPE & TALBOT: Panel Selects Fried Frank as Bankruptcy Counsel REALOGY CORP: Commences Exchange Offer for Three Senior Notes REDDY ICE: Provides Update on Status of Pending Merger Plan RICHARD ERICKSON: Voluntary Chapter 11 Case Summary RITE AID: Weak Sales Prompt S&P's Outlook Revision to Negative ROBERT COOPER: Voluntary Chapter 11 Case Summary SASCO MORTGAGE: Moody's Places Ba2 Class B Cert. Rating on Review SOFA EXPRESS: Court Approves BMC Group as Claims Agent SOFA EXPRESS: Court Approves Clear Thinking as Financial Advisor SOLUTIA INC: Joins Panel in Showing Cross-Appeal Issues v. BNY STANDARD PACIFIC: Hires Bankruptcy Expert M. Buckfire as Advisor STRUCTURED ASSET: S&P Cuts Class B2 Cert. Rating to B on Loan Rise THORNBURG MORTGAGE: S&P Ratings Unmoved by Plan to Raise Equity TSAI DEVELOPMENT: Case Summary & Four Largest Unsecured Creditors TRUMP ENT: Starts New Partnership with Il Mulino New York TRUMP ENT: $500MM Lien Refinancing Cues Moody's to Keep Ratings USEC INC: Earns $45.6 Million in Third Quarter Ended Sept. 30 UTIX GROUP: Carlin, Charron & Rosen Raises Going Concern Doubt WACHOVIA BANK: Moody's Holds Low-B Ratings on Six Cert. Classes WESTWAYS FUNDING: Moody's Junks Rating on $15MM Notes from A2 WILLIAM GILES: Case Summary & 15 Largest Unsecured Creditors * Fitch Assigns Proficient Plus Rating to ACS Education Services * Fitch Expects Credit Card Performance To Weaken This Year * Fitch Says Outlook for Mining Sector Will Remain Stable * S&P Tracks Homebuilder Ratings on SFAS 109 Charges Expectancy * Stroock Names Six New Partners and Seven New Special Counsels * BOND PRICING: For the Week of Jan. 7 - Jan. 11, 200 ********* AAR CORP: To Buyback $16.36 Million Senior Notes on February 12 --------------------------------------------------------------- AAR Corporation will redeem on Feb. 12, 2008, in full its 2.875% convertible senior notes due Feb. 1, 2024. The aggregate principal amount of the notes outstanding is approximately $16.36 million. The notes will be redeemed at a price of 100.958% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. On or prior to 5:00 p.m., eastern time, on Feb. 11, 2008, holders may convert their notes into shares of the company's common stock at a conversion price of approximately $18.59 per share of common stock, which is equal to a conversion rate of approximately 53.7924 shares of common stock per $1,000 principal amount of notes. Cash will be paid in lieu of fractional shares. The last reported sale price of the company's common stock on the on the New York stock exchange, as of Jan. 8, 2008, was $31.25 per share. Any notes not converted on or before on Feb. 11, 2008, will be automatically redeemed on Feb. 12, 2008, after which interest will cease to accrue. A notice of redemption is being mailed to all registered holders of the notes. Copies of the notice of redemption may be obtained from the paying and redemption agent, U.S. Bank National Association by calling Mr. Richard Prokosch at 651-495-3918. About AAR Corp. Headquartered in Wood Dale, Illinois, AAR Corp. (NYSE: AIR) -- http://www.aarcorp.com/-- provides products and services to the worldwide aerospace and defense industry. With facilities and sales locations around the world, AAR uses its business model to serve aviation and defense customers through four operating segments: aviation supply chain; maintenance, repair and overhaul; structures and systems and aircraft sales and leasing. * * * AAR Corporation continues to carry Moody's Investors Service's 'Ba3' long term corporate family rating, which was assigned on November 2006. ACERMED INC: OIS Buys All AcerMed's Assets Through Subsidiary ------------------------------------------------------------- Ophthalmic Imaging Systems has acquired substantially all of the assets of AcerMed Inc. The U.S. Bankruptcy Court for the Central District of California approved Opthalmic Imaging's acquisition, and the purchase was done through OIS's newly established subsidiary, Abraxas Medical Solutions Inc. Terms of the transaction were not disclosed. Additionally, Michael A. Bina, AcerMed's former CEO, has been named President of Abraxas. In addition, Abraxas has already signed employment agreements with seven additional employees, all of whom are former AcerMed's employees. Over the course of 2008, OIS anticipates expenses and investments of approximately $2 million related to the funds necessary to expand operations of Abraxas in all departments, including R&D, technical support and sales. "We are excited to expand upon our current line of informatics offerings through the acquisition of AcerMed's assets and are confident in our ability to further penetrate the growing market for EMR and Practice Management software solutions. This acquisition allows us to broaden our reach into new markets beyond our current offering of informatics platform to ophthalmologists," stated Gil Allon, CEO of Ophthalmic Imaging Systems. "On behalf of the company, I would like to welcome Mike and his team to OIS." "We look forward to combining our expertise and experience in the EMR industry with OIS's proven management and financial backing," said Mr. Bina. "We believe that Abraxas' clients will highly benefit from this winning combination, and enjoy best-in-breed EMR and Practice Management software, backed by exemplary service and support. As we expand our operations in 2008, we anticipate leveraging the positive trends favoring electronic solutions versus paper-based solutions." About Ophthalmic Imaging Based in Sacramento, California, Ophthalmic Imaging Systems, Inc. (OTCBB: OISI) -- http://www.OTCVillage.com/-- is a majority-owned subsidiary of MediVision, the leading provider of ophthalmic digital imaging systems. The company designs, develops, manufactures and markets digital imaging systems and informatics solutions for the eye care market. With over twenty years in the ophthalmic imaging business, the company has consistently introduced new, innovative technology. The company, together with MediVision, co-markets and supports their products through an extensive network of dealers, distributors, and direct representatives. About AcerMed Based in Irvine, California, AcerMed, Inc. -- http://www.acermed.com/-- the Debtor develops and markets Electronic Medical Records, Practice Management and scheduling software. It also delivers other solutions and services to automate the workflow of medical practices, including clinical, financial and administrative tasks. The Debtor filed for Chapter 11 protection on Sept. 20, 2007 (Bankr. C.D. Calif. Case No. 07- 13005). Paul S. Nash, Esq. represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors it listed assets of $1,165,089, and liabilities of $3,603,580. ADRIENNE DORNS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Adrienne Dorns 1467 Pacific Street Brooklyn, NY 11216 Bankruptcy Case No.: 08-40093 Chapter 11 Petition Date: January 8, 2008 Court: Eastern District of New York (Brooklyn) Judge: Carla E. Craig Debtor's Counsel: Anneris M. Pena, Esq. 775 Park Avenue, Suite 255 Huntington, NY 11743 Tel: (631) 368-3339 Fax: (631) 574-3170 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its largest unsecured creditors. AFFINION GROUP: Inks $50MM Consumer Protection Line Expansion Pact ------------------------------------------------------------------ Affinion Group Inc. has expanded its consumer protection products by acquiring a base of approximately half a million members and the associated fee revenue stream from a U.S.-based financial institution. The all-cash transaction, valued at approximately $50 million, was completed in late December and is expected to be accretive to operating income in the first year and thereafter. The acquired members are participating in credit card registration programs designed to protect, assist and reimburse members whenever a registered card is lost or stolen. Members enjoy the benefits of placing just one call to cancel and replace all lost or stolen cards, access to emergency cash, credit monitoring, identity theft assistance and expense reimbursement. These services are complementary to Affinion Group's popular Hot- Line(R) product, and the company expects to be able to integrate and service the acquired members. "This transaction reflects a trend we are seeing among large financial institutions to outsource the management of these types of programs to strategic partners like Affinion, and affirms our leading position as the trusted steward of their brands," Nathaniel J. Lipman, Affinion Group Inc.'s president and chief executive officer, said. "The acquisition of this stable and profitable customer base puts our Membership business on a very attractive trajectory. In our previous internal forecasts, Global Members were expected to stabilize and grow organically early in 2008, but this statement accelerates that trend line and aligns precisely with our strategy in the Membership business." With the anticipated benefits from this acquisition, Affinion is projecting its 2008 Adjusted EBITDA or income from operations before depreciation and amortization further adjusted to exclude non-cash and unusual items and other adjustments, to be within the range of $305 - $315 million. This projected range exceeds the company's targeted annual growth rate of between 6-8% in Adjusted EBITDA for 2008. Affinion has financed this purchase through a combination of cash on hand and borrowings from its revolving credit facility. "This transaction further demonstrates our ongoing commitment to deploy capital to the highest possible return, whether that is a new marketing campaign or an extremely attractive acquisition," Tom Williams, Affinion Group's chief financial officer added. "In 2008, while we expect to improve our net debt to Adjusted EBITDA leverage ratio and continue with additional deleveraging, given this use of cash we anticipate prepaying our term loan at a lesser rate than what was accomplished in 2007." Affinion made four prepayments totaling $100 million in 2007 against the balance of its term loan. To date, Affinion has made nine voluntary prepayments totaling $205 million, or approximately 24% of the original term loan, and the company continues to be in full compliance with all of its banking covenants. About Affinion Headquartered in Norwalk, Connecticut, Affinion Group Inc. -- http://www.affinion.com/-- markets value-added membership, insurance and package enhancement programs and services to consumers, with over 30 years of experience. Affinion currently offers its programs and services worldwide through over 4,500 affinity partners. * * * As reported in the Troubled Company Reporter on Nov. 30, 2007, Standard & Poor's Ratings Services revised the rating outlook on Affinion Group Inc. to negative from developing and affirmed the ratings, including the 'B+' corporate credit rating, on the company. ALERT CELLULAR: Committee Retains Irell & Manella as Counsel ------------------------------------------------------------ Irell & Manella LLP has been appointed counsel to creditor committees in two major California-based bankruptcies. Irell partner Jeffrey Reisner, chair of the firm's bankruptcy practice, reported that the firm is serving as counsel to the unsecured creditors' committee for Santa Barbara-based Alert Cellular, a retailer in the western U.S. for Verizon Wireless and T-Mobile. The company filed for bankruptcy protection this past July. It operated more than 130 retail locations in 11 western U.S. states. Mr. Reisner is also advising the unsecured creditors of Los Angeles-based Delta Entertainment Corporation, an independent music & video labels, which filed for reorganization at the end of July. Bankruptcy associate Kerri Lyman is working with Mr. Reisner on both the Alert and Delta Entertainment matters. Outside of creditor committee work, Irell has been active recently in other bankruptcy-related assignments throughout California. The firm recently served as counsel to debtor Agoura Hills-based Quality Home Loans, a sub-prime mortgage lender in its bankruptcy, when it filed for bankruptcy protection in August. The firm now serves as counsel to the Trustee in that case. Quality was represented by Irell partners William Lobel and Alan Friedman and bankruptcy group members Mike Neue, Kerri Lyman and Issa Moe. Among Other Assignments Irell just concluded a successful representation of the official Creditors' Committee for Los Angeles-based Computer Aided Systems. Prior to the firm's engagement, the committee was staring at a complete wipe-out, with zero recovery. After years of litigation -- the case was originally filed in 1999 -- unsecured creditors are set to receive approximately 30 cents on the dollar. The firm was counsel to the Creditors' Committee and subsequently, the liquidating trustee, for Chevy's Restaurants, a large chain of Mexican restaurants. Irell's work led to Chevy's unsecured creditors receiving approximately 40% of their claims, many times the original estimate. Mr. Reisner, Of Counsel Evan Borges, Senior Counsel Mike Neue and associate Brian Bark were counsel. Irell successfully represented junior secured creditors of San Diego-based SeraCare Life Sciences, Inc., manufacturers of biological products, in recovering 100% of their multi-million dollar claims. Mr. Reisner and bankruptcy group member Mike Neue advised the secured creditors, whose claims were paid in full under the confirmed plan of reorganization. "Creditors, especially those holding unsecured claims, require a strong hand to assert their claims in bankruptcy court" Mr. Reisner said. "As our cases have shown, with the right combination of persistence, a strong understanding of the capital structure and capital markets and litigation capability to back up negotiations, creditors usually achieve good results." Mr. Reisner said he expects to see a continued uptick in engagements in 2008 amidst a volatile economy and further fallout from the subprime shakeout. "Our group is well positioned to handle all phases of Chapter 11 matters, and we anticipate working with corporate debtors as well as creditors and creditors' committees in California and in other major markets nationally." About Delta Entertainment Headquartered in Los Angeles, California, Delta Entertainment Corporation -- http://www.deltamusic.com/-- is an independent music & video label. The Company filed for Chapter 11 protection on July 25, 2007 (Bnkr. C.D. Calif. Case No.: 07-16302). Samuel R. Maizel, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, represents the Debtor. When the Debtor filed for protection against its creditors, it estimated assets and debts at $10 Million and $50 Million. About Irell Manella Irell & Manella LLP -- http://www.irell.com-- is a full service law firm with 220 attorneys in its Southern California offices in Los Angeles and Newport Beach. Founded in 1941, the firm is recognized for its tax, entertainment, intellectual property, corporate and litigation practices. About Alert Cellular Headquartered in Carpinteria, California, Alert Cellular LC -- http://alertcellular.com/-- is an authorized wireless retailer for Verizon and T-Mobile. The company filed for chapter 11 protection on July 3, 2007 (Bankr. C.D. Calif. Case No. 07- 10918). Malhar S. Pagay, Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP serve as the Debtor's counsel. When the Debtor filed for bankruptcy, it listed estimated assets and debts of $1 million to $100 million. AMERICAN HOME: Moody's Junks Ratings on Four Trust Certificates --------------------------------------------------------------- Moody's Investors Service downgraded six classes of certificates and placed on review for possible further downgrade two of those certificates from a transaction issued in early 2007 by American Home Mortgage Investment Trust and backed by closed-end second lien mortgage loans. The actions reflect the extremely poor performance of the closed-end second lien mortgage loans. These loans have seen a high rate of early default and the deal has built up a significant pipeline. The complete rating actions are: Issuer: American Home Mortgage Investment Trust 2007-2 -- Cl. II-A, Downgraded to Baa1 from Aaa; Placed Under Review for further Possible Downgrade -- Cl. II-M-1, Downgraded to Ba1 from Aa2; Placed Under Review for further Possible Downgrade -- Cl. II-M-2, Downgraded to Caa2 from A2 -- Cl. II-M-3, Downgraded to Ca from Baa2 -- Cl. II-M-4, Downgraded to C from Baa3 -- Cl. II-M-5, Downgraded to C from Ba2 ANDREW CORP: Commences Offer to Repurchase 3-1/4% Conv. Notes ------------------------------------------------------------- Andrew Corporation, CommScope Inc.'s indirect subsidiary, has commenced an offer to repurchase any and all of Andrew's 3-1/4% Convertible Subordinated Notes due 2013. The indenture governing the Notes requires Andrew to make the offer as a result of CommScope's acquisition of Andrew, by way of merger, effective Dec. 27, 2007. Andrew is offering to purchase the Notes for cash at a purchase price of 100% of their principal amount. If all of the outstanding Notes are tendered in the tender offer, the aggregate purchase price required to purchase the tendered Notes, and pay accrued interest, is estimated to be approximately $167 million. The tender offer for the Notes will expire at 5:00 p.m., New York City time, on Feb. 15, 2008, unless extended or earlier terminated. Holders may withdraw their tendered Notes at any time prior to the expiration time. On Feb. 15, 2008, Andrew will make a semi-annual interest payment on the Notes to holders of record on Feb. 1, 2008. Andrew expects to fund the tender offer from cash advanced by CommScope, which will utilize its available cash on hand, and through borrowings under CommScope's existing credit agreement. As a result of the merger, each $1,000 principal amount of the Notes is now convertible at the option of the holder, on the terms and subject to the conditions of the indenture governing the Notes, into $986.15 in cash and 2.304159 shares of CommScope common stock, subject to adjustment from time to time and payments for fractional shares, as provided in the indenture; this represents a conversion price equal to the consideration payable to Andrew stockholders in the merger of: (i) $13.50 in cash per share of Andrew common stock, multiplied by 73.0482; and (ii) 0.031543 shares of CommScope common stock, multiplied by 73.0482. On Jan. 9, 2008, the closing price of CommScope common stock on the New York Stock Exchange was $42.37 per share. Holders of Notes may obtain the Notice of Designated Event and Offer to Purchase from the Information Agent for the offer: Georgeson 26th Floor, 199 Water Street New York, NY 10038-3560 Tel (212) 440-9800 (Banks and brokers) (877) 386-8141 (toll free) About CommScope Inc. Based in Hickory, North Carolina, CommScope Inc. (NYSE:CTV) -- http://www.commscope.com/-- is into infrastructure solutions for communication networks. CommScope's structured cabling systems for business enterprise applications includes SYSTIMAX(R) Solutions(TM) and Uniprise(R) Solutions brands. It is also the manufacturer of coaxial cable for hybrid fiber coaxial applications. About Andrew Corporation Headquartered in Westchester, Illinois, Andrew Corporation (NASDAQ:ANDW) -- http://www.andrew.com/-- designs, manufactures and delivers innovative and essential equipment and solutions for the communications infrastructure market. Founded in 1937, the company serves operators and original equipment manufacturers from facilities in 35 countries. * * * As reported in the Troubled Company Reporter on Oct. 19, 2007, Standard & Poor's Ratings Services affirmed its ratings on CommScope Inc. and Andrew Corp. and removed them from CreditWatch, where they were placed on June 27, 2007, with negative implications. S&P also affirmed the 'BB-' corporate credit and 'B' subordinated debt ratings for both companies. The outlook is stable. ANIXTER INTERNATIONAL: Earns $64.8 Million in 2007 Third Quarter ---------------------------------------------------------------- Anixter International Inc. reported net income of $64.8 million for the third quarter ended Sept. 28, 2007, compared to net income of $76.2 million for the same period ended Sept. 29, 2006. In last year's third quarter the company reported a gain of $22.8 million arising primarily from a settlement with the Internal Revenue Service. Excluding the settlement from the prior year third quarter, net income increased 21%. For the three-month period ended Sept. 28, 2007, sales were $1.52 billion, compared to sales of $1.33 billion in the same period last year. Sales in the current quarter included $31.7 million from a series of acquisitions completed in the past year. Operating income in the third quarter increased 23% to $118.2 million as compared to $96.1 million in the year ago quarter. For the latest quarter, operating margins were 7.8% compared to 7.2% in the third quarter of 2006. Robert Grubbs, president and chief executive officer, stated, "The 14% sales growth generated in the current quarter was particularly encouraging in light of the significant economic uncertainty that existed during the quarter, especially relating to the difficult credit environment in the U.S., our largest market. Our growth reflects the fact that we continued to see strong growth in most major geographies and end markets that we serve on a global basis. Based on our results through the first nine months we are in a good position to have another record setting year of sales and earnings." First Nine Month Results For the nine-month period ended Sept. 28, 2007, sales of $4.36 billion produced net income of $183.0 million. Included in the 2007 nine-month results were sales of $105.0 million from a series of acquisitions completed in the past year. Net income in the first nine months of 2007 also includes a $2.1 million gain primarily from the settlement of certain income tax audits occurring during the first six months of this year. In the prior year period, sales of $3.64 billion produced net income of $156.9 million. These results are inclusive of the third quarter 2006 income tax settlement that added $22.8 million to the year ago results. Operating income in the first nine months of fiscal 2007 increased by 32% to $324.7 million as compared to $246.7 million in the year ago period. Operating margins in the first nine months of 2007 were 7.4% as compared to 6.8% in the prior year period. Cash flow generated from operations was $10.0 million as compared to $17.4 million used in operations in the year ago quarter. "Increased working capital requirements associated with our year- on-year sales growth, combined with two acquisitions completed in the first nine months for total consideration of $41.7 million and the repurchase of $162.7 million of our outstanding shares during the first quarter of 2007, have increased our debt-to-total capital ratio," said said Dennis Letham, executive vice president- finance. "At the end of the third quarter that ratio was 49.6% as compared to 45.7%. For the third quarter our weighted-average cost of borrowed capital was 4.3% as compared to 5.5% in the year ago quarter. At the end of the third quarter, approximately 78% percent of our total borrowings of $1.03 billion had fixed interest rates, either by the terms of the borrowing agreements or through hedging contracts. We also had $246.9 million of available, unused credit facilities at Sept. 28, 2007, which provide us with the resources to support continued strong organic growth and to pursue other strategic alternatives, such as acquisitions, in the coming quarters." Balance Sheet At Sept. 28, 2007, the company's consolidated balance sheet showed $3.03 billion in total assets, $1.99 billion in total liabilities, and $1.04 billion in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 28, 2007, are available for free at http://researcharchives.com/t/s?26f4 About Anixter Headquartered in Glenview, Illinois, Anixter International Inc. (NYSE: AXE) -- http://www.anixter.com/-- is a distributor of communication products, electrical and electronic wire & cable and a distributor of fasteners and other small parts to Original Equipment Manufacturers. * * * To date, Anixter International Inc. carries Fitch Ratings' BB+ Issuer Default Rating and BB- Senior Unsecured Debt Rating. ARVINMERITOR: Fitch Cuts Issuer Default Rating to B+ from BB- ------------------------------------------------------------- Fitch Ratings has taken these rating actions on ArvinMeritor: -- Issuer Default Rating downgraded to 'B+' from 'BB-'; -- Senior secured revolver affirmed at 'BB' and assigned 'RR1'; -- Senior unsecured notes affirmed at 'B+' and assigned 'RR4'. The Rating Outlook is Negative. The ratings affect approximately $1.1 billion of outstanding debt. The downgrade of the IDR reflects Fitch's expectation for negative free cash flow in fiscal 2008 and deterioration in ARM's key credit metrics. Rating concerns include low margins in ARM's light vehicle operations, the effects of increased cyclicality in light vehicle volume (resulting in lower 2008 OEM production volumes), and expectations of a muted rebound in the company's heavy vehicle operations. Partially offsetting Fitch's concerns, ArvinMeritor has a diversified customer base, limited exposure to the Detroit Three (revenue from domestic light vehicle customers represents 9% of total revenue), a global manufacturing footprint, and strong market positions in key products. The company has also made progress in its restructuring program. The Recovery Ratings and the notching in the debt structure reflect Fitch's recovery expectations in a scenario in which distressed enterprise value is allocated to the various debt classes, and the RR are explicitly assigned when IDRs are 'B+' or lower. The assignment of the 'RR1' recovery rating to the senior secured revolving credit facility incorporates a $200 million reduction in the revolver and an expectation of full recovery. The secured facility benefits from first lien status on certain U.S. assets and a 15% carve-out of consolidated net tangible assets. The affirmation of the senior unsecured 'B+' rating and the assignment of the 'RR4' recovery rating reflect Fitch's view that unsecured debtholders would receive, after administrative, priority, trade creditor and secured claims, 31% to 50% of their investment, which is about average recovery in a distressed scenario. The Negative Rating Outlook takes into consideration the uncertain macro-economic environment which increases the potential for lower than anticipated light and heavy vehicle production volumes, higher than expected capital expenditures and greater restructuring cash requirements. Fitch believes a return to positive free cash flow in fiscal 2008 is unlikely for ARM due to low margin LVS operations, the cash needed for capital investment to improve CVS Europe's efficiency and potential customer volume declines due to a weakened economy. Also, Fitch believes LVS' capital expenditures may need to increase as ARM's annual spending level as a percent of revenue lags its peers, as LVS moves operations into low cost countries as well as growth regions where its customers have migrated and due to shortening light vehicle makers' product cycles. While Fitch believes ARM will continue to experience negative free cash flow in fiscal 2008, free cash flow is unlikely to deteriorate from 2007 levels, and could be higher than 2007 levels, for several reasons. Going forward, Fitch expects ARM to benefit from already completed LVS restructuring activity including the divestiture of the emissions business late in fiscal 2007, investment in Europe CVS to improve those operations' efficiency beginning in the second calendar quarter and an increase in second half North American heavy truck production after a substantial decline in demand in 2007. The cyclical heavy truck industry continues to affect ARM's financial performance. After the divestiture of LVS discontinued operations, ARM's revenue is roughly 65% generated from CVS. The heavy truck industry is coming out of a legislation-induced cycle- trough year due to emissions regulations implemented in 2007. U.S. Class 8 unit sales for calendar 2007 are likely to be in the 148,000 range, dropping precipitously by 47% from 284,008 units in calendar 2006, slightly more than Fitch's original expectations of a 35% to 45% decline. For 2008, Fitch had been expecting healthy heavy truck demand on the assumption that sales volume would be more normalized after the 2006 pull-ahead of 2007 demand. However, the potential for an economic slow down in 2008 will likely cause tractor sales volumes to increase only modestly from 2007 levels as fleet operators take a cautious wait-and-see approach to investing in new capacity to better gauge freight demand. Mitigating the potential economic impact to Class 8 volume, aging tractors may become an issue for fleet operators and will eventually need to be replaced. As a result, Fitch believes that calendar 2008 U.S. Class 8 unit sales will probably be in the 160,000 to 170,000 unit range, with demand being more heavily weighted towards the second half of the year. Since ArvinMeritor's fiscal year ends Sept. 30, the company should experience a modest volume benefit in the fourth quarter of fiscal 2008. ARM's fiscal 2009 free cash flow should benefit from increased U.S. Class 8 sales volumes due to the implementation of stricter diesel emissions standards beginning in 2010. However, a legislation-induced demand pull-ahead may be muted due to the early introduction of 2010 compliant engine technology and that the new engines and exhaust treatments are not expected to be as costly as the 2007 technology. LVS revenue generation and cost reduction efforts should enable even more improvement in margins for fiscal 2009, supporting the potential for positive free cash flow. CVS Europe operations have experienced higher than expected demand but due to a lack of investment in more flexible operations, ARM did not capitalize on the higher volume. The inefficient European operations contributed to the decline in consolidated EBITDA for fiscal 2007. Fitch expects inefficiencies to continue into at least the first half of fiscal 2008. ARM will also increase capital investment in CVS Europe in the first half of fiscal 2008 to increase operational flexibility. ARM's LVS operations may be impacted by domestic volume declines, although Detroit Three light vehicle sales only account for 9% of total consolidated revenue. Through the past two cycle troughs, domestic manufacturers have reduced inventories by spurring demand with heavy incentives. Unlike the past two cycle downturns, Fitch expects the domestics to be much more aggressive in cutting production in order to better manage inventory levels, in part due to greater flexibility gained in the recent UAW contract Despite operational difficulties and due in large part to proceeds from the sale of discontinued operations, ArvinMeritor maintains good liquidity, including $409 million in cash and cash equivalents as of Sept. 30, 2007. With the exception of the undrawn $700 million revolver which expires in 2011, ARM has no substantial maturities in the next 5 years. Total debt, including outstanding securitizations and factoring but excluding operating leases, declined slightly in fiscal 2007 to $1,463 million from $1,500 million despite negative free cash flow during the year of $252 million (negative $108 million excluding discontinued operations). ARM was able offset negative free cash flow with $310 million in gross proceeds from the sale of discontinued operations. The company substantially increased its utilization of European securitizations and factoring during fiscal 2007, after paying off a $170 million secured term loan and a $40 million balance under its U.S. securitization program. ASSOCIATED ESTATES: Paying $0.17/Share Dividend on February 1 ------------------------------------------------------------- Associated Estates Realty Corporation declared that a quarterly dividend of $0.17 per share has been on the company's common shares, payable Feb. 1, 2008, to shareholders of record on Jan. 15, 2008. Based in Richmond Heights, Ohio, Associated Estates Realty Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real estate investment trust and is a member of the Russell 2000 Index. The company directly or indirectly owns, manages or is a joint venture partner in 98 properties containing a total of 19,909 units located in 10 states. * * * Moody's Investor Service placed Associated Estates Realty Corporation's long term foreign and local issuer credit rating at 'B+' on July 2007. The rating still holds to date with a stable outlook. AVADO BRANDS: Sells 61 Restaurants to Rita Acquisition ------------------------------------------------------ The Honorable Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware approved the sale of Avado Brands Inc. and its debtor-affiliates' 61 restaurants to Rita Acquisition Corp., a company set up by DDJ Capital Management LLC for the transaction, Bloomberg New reports. The sale, Bloomberg says, will facilitate the termination of at least $23 million of the Debtors' debt against DDJ Capital. Rita Acquisition will continue to operate the restaurants in the ordinary course of business, DDJ Capital's counsel, William E. Chipman, Esq. said, as cited by Bloomberg. About Avado Brands Madison, Georgia-based Avado Brands Inc., aka Applesouth, -- http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery. The restaurants are located in 22 states in the U.S. As of Sept. 5, 2007, the Debtors employed about 9,970 people. For the year ended July 31, 2007, the Debtors generated about $227.8 million in revenues and a negative EBITDA of $7.8 million. The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-1555). On April 26, 2005, Judge Steven Felsenthal confirmed Avado's Modified Plan of Reorganization and that Plan became effective on May 19, 2005. On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition (Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of its assets, via Section 363 of the Bankruptcy Code. About 10 of Avado's affiliates also filed for bankruptcy protection on the same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286). Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Debtors. Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local counsel. Kurtzman Carson Consultants LLC acts as the Debtors claims and noticing agent. In their second filing, the Debtors disclosed estimated assets and debts between $1 million to $100 million. B&V FLORIDA: Voluntary Chapter 11 Case Summary ---------------------------------------------- Lead Debtor: B.&V. Florida Holdings, L.L.C. 88 South Atlantic Avenue Ormond Beach, FL 32174 3863380674 Bankruptcy Case No.: 08-00139 Entity Case No. ------ -------- Julian's Restaurant Group, L.L.C. 08-00142 Type of Business: The Debtors own and operate restaurants. Chapter 11 Petition Date: January 10, 2008 Court: Middle District of Florida (Jacksonville) Debtors' Counsel: Jonathan R. Williams, Esq. P.O. Box 9247 Daytona Beach, FL 32120 Tel: (386) 882-1686 Fax: (386) 957-1418 B.&V. Florida Holdings, LLC's Financial Condition: Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtors did not file lists of their largest unsecured creditors. BCAP LLC: Moody's Downgrades Ratings on 11 Tranches to Low-B ------------------------------------------------------------ Moody's Investors Service downgraded the ratings of 20 tranches and has placed under review for possible downgrade the ratings of 6 tranches from 4 deals issued by BCAP in 2007. The collateral backing these classes consists of primarily first lien, fixed and adjustable-rate, Alt-A mortgage loans. The ratings were downgraded and placed under review for downgrade based on higher than anticipated rates of delinquency, foreclosure, and REO in the underlying collateral relative to credit enhancement levels. In its re-rating Moody's has also applied its published methodology updates to the non delinquent portion of the transactions. Complete list of rating actions: Issuer: BCAP LLC Trust 2007-AA1 -- Cl. I-M-1 Currently Aa1 on review for possible downgrade, -- Cl. I-M-2 Currently Aa2 on review for possible downgrade, -- Cl. I-M-3 Currently Aa3 on review for possible downgrade, -- Cl. I-M-4, Downgraded to Baa1, previously A1, -- Cl. I-M-5, Downgraded to Baa3, previously A2, -- Cl. I-M-6, Downgraded to Ba1, previously Baa1, -- Cl. I-M-7, Downgraded to Ba3, previously Baa3, -- Cl. II-M-3 Currently Aa3 on review for possible downgrade, -- Cl. II-M-4, Downgraded to A2, previously A1, -- Cl. II-M-5, Downgraded to Baa2, previously A2, -- Cl. II-M-6, Downgraded to Ba2, previously Baa1, -- Cl. II-M-7, Downgraded to B3, previously Baa3. Issuer: BCAP LLC Trust 2007-AA2 -- Cl. I-M-2 Currently Aa2 on review for possible downgrade, -- Cl. I-M-3 Currently Aa3 on review for possible downgrade, -- Cl. I-M-4, Downgraded to A3, previously A1, -- Cl. I-M-5, Downgraded to Baa2, previously A2, -- Cl. I-M-6, Downgraded to Ba1, previously Baa1, -- Cl. I-M-7, Downgraded to Ba2, previously Baa2, -- Cl. I-M-8, Downgraded to B3, previously Baa3, -- Cl. II-B-1, Downgraded to Baa2, previously A2, -- Cl. II-B-2, Downgraded to B1, previously Baa2, -- Cl. II-B-3, Downgraded to B3, previously Ba2. Issuer: BCAP LLC Trust 2007-AA3 -- Cl. II-M-8, Downgraded to Baa3, previously Baa2, -- Cl. II-M-9, Downgraded to Ba1, previously Baa3. Issuer: BCAP LLC Trust 2007-AA4 -- Cl. I-B-2, Downgraded to Baa1, previously A2, -- Cl. I-B-3, Downgraded to B1, previously Baa2. BEAR STEARNS: Moody's Keeps Low-B Ratings on Six Cert. Classes -------------------------------------------------------------- Moody's Investors Service affirmed these ratings of 18 classes of Bear Stearns Commercial Mortgage Securities Trust 2004-TOP 14, Commercial Mortgage Pass-Through Certificates, Series 2004-TOP14: -- Class A-2, $91,545,626, affirmed at Aaa -- Class A-3, $122,000,000, affirmed at Aaa -- Class A-4, $442,061,000, affirmed at Aaa -- Class X-1, Notional, affirmed at Aaa -- Class X-2, Notional, affirmed at Aaa -- Class B, $23,482,000, affirmed at Aa2 -- Class C, $7,827,000, affirmed at Aa3 -- Class D, $17,890,000, affirmed at A2 -- Class E, $8,945,000, affirmed at A3 -- Class F, $10,064,000, affirmed at Baa1 -- Class G, $5,591,000, affirmed at Baa2 -- Class H, $7,827,000, affirmed at Baa3 -- Class J, $4,472,000, affirmed at Ba1 -- Class K, $4,473,000, affirmed at Ba2 -- Class L, $2,236,000, affirmed at Ba3 -- Class M, $2,236,000, affirmed at B1 -- Class N, $2,237,000, affirmed at B2 -- Class O, $2,236,000, affirmed at B3 As of the Dec. 12, 2007 distribution date, the transaction's aggregate certificate balance has decreased by approximately 14.6% to $764.1 million from $894.5 million at securitization. The Certificates are collateralized by 103 mortgage loans ranging in size from less than 1.0% of the pool to 9.8% of the pool, with the top 10 loans representing 45.8% of the pool. The pool includes four shadow rated loans comprising 15.8% of the pool. Three loans, representing 6.9% of the pool balance, have defeased and are collateralized by U.S. Government securities. The pool has not sustained any losses to date and currently there are no loans in special servicing. Five loans, representing 6.7% of the pool, are on the master servicer's watchlist. Moody's was provided with year-end 2006 operating results for approximately 96.1% of the pool. Moody's loan to value ratio for the conduit component is 78.6% compared to 77.1% at Moody's last full review in November 2006 and compared to 80.8% at securitization. The largest shadow rated loan is the One & Three Christine Centre Loan ($74.5 million - 9.8%), which is secured by two adjacent office buildings located in downtown Wilmington, Delaware. The two buildings total 633,000 square feet and are 100.0% occupied, the same as at securitization. The anchor tenant is Chase Card Services (parent JP Morgan Chase Bank NA; Moody's senior unsecured rating Aaa - stable outlook). Chase leases approximately 91.0% of the premises under a lease expiring in December 2015. The loan is interest only for its entire term and matures in January 2009. Moody's current shadow rating is Baa3, the same as at securitization. The second largest shadow rated loan is the Greenville Place Apartments Loan ($19.5 million -- 2.5%), which is secured by a 519 unit, 10 story apartment building, located in Greenville, DE. The loan is interest only for the first 60 months and then converts to a 360 month amortization schedule. Moody's current shadow rating is Baa2, the same as at securitization. The third largest shadow rated loan is the 12 E 22nd Street Loan ($13.4 million -- 1.8%), which is secured by an 89 unit apartment building with retail on the ground floor located in New York City. Loan performance has improved due to higher NOI and amortization. Moody's shadow rating is Aa1, compared to Aa2 at last review and at securitization. The fourth largest shadow rated loan is Lincoln Tower Cooperative Loan ($12.5 million -- 1.6%), which is secured by a 387-unit co-op property located in the upper west side submarket of Manhattan, New York City. Moody's shadow rating is Aaa, the same as at securitization. The top three non-defeased conduit loans represent 18.5% of the outstanding pool balance. The largest conduit loan is the U.S. Bank Tower Loan ($64.7 million -- 8.5%), which is secured by a 1.4 million square foot Class A office building located in downtown Los Angeles, California. The loan represents a 25.0% pari passu interest in a first mortgage loan totaling $260.0 million. As of June 2007 the building was 83.8% leased compared to 87.0% at last review and compared to 90.0% at securitization. The largest tenants are Latham & Watkins (21.0% NRA; lease expiration December 2009) and Pacific Enterprises (17.0% NRA; lease expiration June 2010). Net operating income has decreased since securitization as some leases have rolled to market. The loan is interest only for the entire term and matures in July 2013. Moody's LTV is 76.2% compared to 74.7% at last review and compared to 73.2% at securitization. The second largest conduit loan is the 840 Memorial Drive Loan ($40.9 million -- 5.4%), which is secured by a 129,000 square foot biotech lab/office building located in Cambridge, Massachusetts. The largest tenant is UCB Research which occupies 40.4% of the premises under a lease expiring in June 2009. UCB Research is paying approximately $60.00 per square foot which is well above market levels. As of Dec. 2007 occupancy was 53.2% (as the result of Schering Plough vacating) compared to 89.0% at last review and at securitization. The balance of the space will expire in 2009 (40.4%) and 2010 (12.8%). Moody's LTV is in excess of 100.0% compared to 97.6% at last review and compared to 85.8% at securitization. The third largest conduit loan is the San Antonio Office Portfolio Loan ($35.2 million - 4.6%), which is secured by three office properties located in San Antonio, Texas. The loan is interest only for the entire term and matures in January 2009. Moody's LTV is 78.5%, the same as at last review and compared to 85.9% at securitization. BUILDING MATERIALS: S&P Puts BB- Corp. Rating on Negative Watch --------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Building Materials Corp. of America, including its 'BB-' corporate credit rating, on CreditWatch with negative implications. "The CreditWatch placement reflects our expectation that the ongoing downturn in residential construction will continue to weaken the company's end markets," said Standard & Poor's credit analyst Thomas Nadramia. "As a result, we expect the company's overall operating performance and credit measures in 2008 to be below our prior expectations. Previously, our ratings incorporated gradual improvement in the company's financial profile following the closing of the ElkCorp acquisition, which occurred in early 2007." In resolving the CreditWatch listing, S&P will meet with management and evaluate its near-term operating expectation and the impact this will have on the company's consolidated credit metrics and liquidity position. CAPITAL LAND: Chap. 11 Trustee Wants Gordon & Silver as Attorney ---------------------------------------------------------------- Lisa M. Poulin, the Chapter 11 Trustee appointed in Capital Land Investors LLC's bankruptcy case, asks the U.S. Bankruptcy Court for the District of Nevada for authority to employ Gordon & Silver Ltd. as her attorney as of Dec. 4, 2007. Gordon & Silver is expected to: a) advise Trustee of her rights and obligations and performance of her duties during administration of this Bankruptcy Case; b) represent Trustee in all proceedings before the Court or other courts with jurisdiction over this bankruptcy; c) assist Trustee in the performance of her duties as set forth in Section 1106; d) assist Trustee in developing legal positions and strategies with respect to all facets of these proceedings; and e) provide such other counsel advice as Trustee may require in connection with this Bankruptcy Case. Ms. Poulin proposes to pay the firm at these rates: Designation Hourly Rates ----------- ------------ Shareholders $450 - $560 Associates $185 - $395 Paraprofessionals $155 To the best of Ms. Poulin's knowledge, the firm does not hold any interest adverse to the Debtor and its estates and is "disiniterested" as that term is defined in Section 101(14) of the Bankruptcy Code. A hearing to consider approval of the request has been set for Jan. 24, 2008, at 9:30 a.m., 3rd Floor of Foley Building. The firm can be reached at: Gordon & Silver, Ltd. 3960 Howard Hughes Parkway, 9th Floor Las Vegas, NV 89169 Tel: (702) 796-5555 Fax: (702) 369-2666 Las Vegas, Nevada-based Capital Land Investors LLC owns and manages real estate. The Debtor filed for Chapter 11 protection on Dec. 4, 2007 (Bankr. D. Nev. Case No. 07-18099). Talitha B. Gray, Esq., at Gordon & Silver Ltd. represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed assets and debts between $10 million and $50 million. CAPITAL LAND: Chap. 11 Trustee Taps Gamett & King as Fin'l Advisor ------------------------------------------------------------------ Lisa M. Poulin, the Chapter 11 Trustee appointed in Capital Land Investors LLC's bankruptcy case, asks the U.S. Bankruptcy Court for the District of Nevada for authority to employ Gamett & King as her financial advisor, nunc pro tunc to Dec. 4, 2007. Ms. Poulin expects the firm to: a) assist in the preparation of or inspection of the Debtor's financial information, including, but not limited to, analyses of cash and disbursements, financial statement items, and historical and proposed transactions for which Bankruptcy Court scrutiny or approval is sought; b) assist in preparing monthly operating reports and documents necessary for confirmation of a plan of reorganization; c) prepare necessary federal and state income tax returns for Debtor; d) provide tax advise regarding reorganization strategies and alternatives; and e) do other such functions as requested by Trustee or her counsel in connection with this bankruptcy case. G&K's compensation is based on standard billing rates of $170 to $315 per hour, plus cost actually expended. Jason Gamett, a shareholder of G&K, will have overall responsibility for the services rendered. Mr. Gamett's current hourly billing rate is $275. To the best of Ms. Poulin's knowledge, the firm holds no interest adverse to the Debtor and its estate and is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Las Vegas, Nevada-based Capital Land Investors LLC owns and manages real estate. The Debtor filed for Chapter 11 protection on Dec. 4, 2007 (Bankr. D. Nev. Case No. 07-18099). Talitha B. Gray, Esq., at Gordon & Silver Ltd. represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors its listed assets and debts between $10 million and $50 million. CAPITAL LAND: Compass Lenders Tap Bullivant Houser as NV Counsel ---------------------------------------------------------------- Compass Financial Partners LLC and Compass FP Corp., creditors, ask the U.S. Bankruptcy Court for the District of Nevada for authority to designate Bullivant Houser Bailey PC as their Nevada counsel in Capital Land Investors LLC's chapter 11 bankruptcy. Bullivant Houser will be responsible for all documents and other papers issued out of the Court, and to transmit copies of all documents and other papers served to the admitted out-of-state counsel of record. The local counsel will also keep the Compass Creditors' counsel informed of the status of the case. Documents filed with the Court did not disclose the firm's billing rate. Bullivant Houser assures the Court that they hold no interest adverse to the Debtor and its estate and is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Peter C. Bernhard, Esq. Georganne W. Bradley, Esq. Bullivant Houser Bailey PC 3883 Howard Hughes Parkway, Suite 550 Las Vegas, NV 89169 Tel: (702) 669-3600 Fax: (702) 650-2995 http://www.bullivant.com/ Steven H. Winick, Esq., Oriz Katz, Esq., and Michael H. Ahrens, Esq., of Sheppard Mullin Richter & Hampton LLP represent Compass Financial Partners LLC and Compass FP Corp., creditors. Las Vegas, Nevada-based Capital Land Investors LLC owns and manages real estate. The Debtor filed for Chapter 11 protection on Dec. 4, 2007 (Bankr. D. Nev. Case No. 07-18099). Talitha B. Gray, Esq., at Gordon & Silver Ltd. represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors its listed assets and debts between $10 million and $50 million. CARBIZ INC: Starts "Buy-Here Pay-Here" Operations at Nebraska ------------------------------------------------------------- CarBiz Inc. has received a dealer license for the state of Nebraska. CarBiz has begun full operations at two Nebraska locations in Omaha. Headquartered in Sarasota, Florida, CarBiz Inc. (OTC BB: CBZFF.OB) -- http://www.carbiz.com/-- owns and operates a chain of "buy- here pay-here" dealerships through its CarBiz Auto Credit division. The company is also a provider of software, training and consulting solutions to the United States automotive industry. CarBiz's suite of business solutions includes dealer software products focused on the "buy-here pay-here," sub-prime finance and automotive accounting markets. Capitalizing on expertise developed over 10 years of providing software and consulting services to "buy-here pay-here" businesses across the United States, CarBiz entered the market in 2004 with a location in Palmetto, Florida. CarBiz has added two more credit centers since - in Tampa and St. Petersburg - and recently acquired a large regional chain in the Midwest, bringing the total number of dealerships to 26 in eight states. Going Concern Doubt As reported in the Troubled Company Reporter on Dec. 20, 2007, Christopher, Smith, Leonard, Bristow & Stanell P.A., in Sarasota, Florida, expressed substantial doubt about Carbiz Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Jan. 31, 2007, and 2006. The auditing firm pointed to the company's recurring losses from operations and net capital deficiency. CASH TECH: AMEX Approves Continued Listing Compliance Plan ---------------------------------------------------------- The American Stock Exchange has approved Cash Technologies Inc.'s plan to regain compliance with the continued listing standards of the Exchange by March 1, 2008. In November 2007, after the bankruptcy of Champion Parts Inc., which resulted in the company writing off the approximate $8 million balance on a promissory note owed to a subsidiary, the company disclosed that it had been notified by the Exchange that it had fallen out of compliance with the continued listing standards and was required to submit a plan to regain compliance. Cash Tech submitted its plan to regain compliance in December 2007, which the Exchange has reviewed and approved. The company's listing on the Exchange is being continued pursuant to an extension. Cash Tech will be permitted to be listed on the Exchange so long as the Plan is accomplished by March 1, 2008. About Cash Technologies Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ) -- http://www.cashtechnologies.com/-- develops and markets innovative data processing solutions in the healthcare and financial services industries. Cash Technologies Inc.'s consolidated balance sheet at Aug. 31, 2007, showed $6.5 million in total assets, $10.6 million in total liabilities, and $105,188 in minority interest, resulting in a $4 million total stockholders' deficit. Going Concern Doubt Vasquez & Company LLP expressed substantial doubt about Cash Technologies Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended May 31, 2007. The auditing firm noted that the company has suffered significant recurring losses and is in immediate need of substantial working capital to continue its business and operations. CATHOLIC CHURCH: St. George's On Track With Payment to Victims -------------------------------------------------------------- The Roman Catholic Episcopal Corporation of St. George's continues to be in full compliance with the terms of the court-approved proposal to compensate victims of sexual abuse. On July 5, 2005, the Supreme Court of Newfoundland and Labrador, Canada, approved a proposal by the Diocese to compensate its creditors, particularly victims of sexual abuse, outside of bankruptcy. The terms of the proposal, which were negotiated with the full and willing participation of legal counsel for the victims, was overwhelmingly approved by creditors on May 25, 2005. Since that time, the Corporation's representatives have engaged in full disclosure in their meetings with the Trustee Advisory Committee, established as a requirement under the court-approved proposal. At its most recent meeting held January 9, 2008, Mr. Greg Stack, counsel for 36 of the 40 victims, was present as a member of the committee. Under the terms of the proposal, the Corporation was to liquidate all of the Corporation's assets for the benefit of the victims in a fully transparent process. The Corporation has, thus far, been successful in its compensation strategy; $7.8 million of the $14 million settlement has been paid to the victims to date. The $7.8 million was raised through donations and loans from across Canada to purchase the churches, halls and residences of the Corporation at their fair market value, ensuring that the victims received the highest possible value for these transactions. The Corporation is diligently working in good faith to honor the terms of the compensation proposal. It is currently pursuing complex legal action against its various insurers, seeking damages of approximately $15 million. The victims' counsel have been aware that the timing of receipt of any insurance proceeds is uncertain due to the complexity of the litigation. The court considered this uncertainty and built in flexibility for the Trustee Advisory Committee to approve extensions of time for the Corporation to make its payment installments to the victims. Requests for extensions were submitted to and approved by the Trustee Advisory Committee. Bishop Douglas Crosby is currently out of the country and is not available for interviews until his return on January 21, 2008. The Diocese of St. George's -- http://www.rcchurch.com/-- established in 1904, is located in Western Newfoundland. It serves a Catholic population of 32,060 found in 20 parishes under the pastoral care of 18 priests. St. George's is one of four Catholic dioceses in the province. The Diocesan Centre is located in Corner Brook. (Catholic Church Bankruptcy News, Issue No. 112 Bankruptcy Creditors' Service, Inc., 215/945-7000) CENTRAL ILLINOIS: Court Says No to $4.5 Mil. Administrative Claim ----------------------------------------------------------------- The Honorable Thomas Perkins of the U.S. Bankruptcy Court for the Central District of Illinois turned down a $4.5 million administrative claim that pays for operational expenses in preparation for a sale, Sarah Smith of the Ethanol Producer Magazine reports. "The motion was a Christmas tree and it was festooned with ornaments," Ethanol Producer Magazine quotes Debtor's counsel, Barry Barash, Esq., as saying. He added that he will ask the Court for less operating costs. Ethanol Producer relates that the plant was originally scheduled to be sold in February 2008, and for the plant to be prepped up for sale, it needs around $30 million to cover operational costs. With the rejection of the administrative claim however, the plant's sale will be delayed until March 2008, Mr. Barash told Ethanol Producer Magazine. Based in Canton, Illinois, Central Illinois Energy LLC -- http://www.centralillinoisenergy.com/-- operates a 37-million gallons-per-year ethanol plant. The Debtor filed for Chapter 11 protection on Dec. 13, 2007 (Bankr. C.D. Ill. Case No 07-82817). Barry M. Barash, Esq., at Barash & Everett, LLC, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed estimated assets between $1 million to $100 million, and more than $100 million in estimated liabilities. CHRYSLER LLC: Confirms OEM Product Agreement with Nissan Motor -------------------------------------------------------------- Chrysler LLC and Nissan Motor Co., Ltd., disclosed an agreement for Nissan to supply Chrysler with a new car for limited distribution in South America. Based on the Nissan Versa sedan, the new car will be supplied to Chrysler on an Original Equipment Manufacture basis in 2009. The OEM supply agreement is the second product exchange between the two corporations, with Nissan affiliate JATCO already supplying Chrysler with transmissions since 2004. "This kind of tactical partnership allows us to maximize product offerings yet minimize costly investments, such as new plant infrastructure, tooling and R&D," Chrysler LLC President and Vice Chairman Tom LaSorda said. "This partnership will give Chrysler nearly immediate access to vehicle segments in which we do not currently compete." "Nissan has a successful track-record of win-win product exchanges and we are pleased to be entering into this second agreement with Chrysler," Carlos Tavares, Executive Vice President, Nissan Motor Company, said. The two companies have also agreed to maintain an open dialogue to explore further product-sharing opportunities. About Nissan Motor Headquartered in Tokyo, Japan, Nissan Motor Co., Ltd. -- http://www.nissan-global.com/-- provides automotive products and services that deliver superior measurable values to all stakeholders in alliance with Renault. About Chrysler LLC 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. S&P said the outlook is negative. COMMSCOPE INC: Unit Launches Offer to Buy Back Convertible Notes ---------------------------------------------------------------- CommScope Inc.'s indirect subsidiary, Andrew Corporation, has commenced an offer to repurchase any and all of Andrew's 3-1/4% Convertible Subordinated Notes due 2013. The indenture governing the Notes requires Andrew to make the offer as a result of CommScope's acquisition of Andrew, by way of merger, effective Dec. 27, 2007. Andrew is offering to purchase the Notes for cash at a purchase price of 100% of their principal amount. If all of the outstanding Notes are tendered in the tender offer, the aggregate purchase price required to purchase the tendered Notes, and pay accrued interest, is estimated to be approximately $167 million. The tender offer for the Notes will expire at 5:00 p.m., New York City time, on Feb. 15, 2008, unless extended or earlier terminated. Holders may withdraw their tendered Notes at any time prior to the expiration time. On Feb. 15, 2008, Andrew will make a semi-annual interest payment on the Notes to holders of record on Feb. 1, 2008. Andrew expects to fund the tender offer from cash advanced by CommScope, which will utilize its available cash on hand, and through borrowings under CommScope's existing credit agreement. As a result of the merger, each $1,000 principal amount of the Notes is now convertible at the option of the holder, on the terms and subject to the conditions of the indenture governing the Notes, into $986.15 in cash and 2.304159 shares of CommScope common stock, subject to adjustment from time to time and payments for fractional shares, as provided in the indenture; this represents a conversion price equal to the consideration payable to Andrew stockholders in the merger of: (i) $13.50 in cash per share of Andrew common stock, multiplied by 73.0482; and (ii) 0.031543 shares of CommScope common stock, multiplied by 73.0482. On Jan. 9, 2008, the closing price of CommScope common stock on the New York Stock Exchange was $42.37 per share. Holders of Notes may obtain the Notice of Designated Event and Offer to Purchase from the Information Agent for the offer: Georgeson 26th Floor, 199 Water Street New York, NY 10038-3560 Tel (212) 440-9800 (Banks and brokers) (877) 386-8141 (toll free) About Andrew Corporation Headquartered in Westchester, Illinois, Andrew Corporation (NASDAQ:ANDW) -- http://www.andrew.com/-- designs, manufactures and delivers innovative and essential equipment and solutions for the communications infrastructure market. Founded in 1937, the company serves operators and original equipment manufacturers from facilities in 35 countries. About CommScope Inc. Based in Hickory, North Carolina, CommScope Inc. (NYSE:CTV) -- http://www.commscope.com/-- is into infrastructure solutions for communication networks. CommScope's structured cabling systems for business enterprise applications includes SYSTIMAX(R) Solutions(TM) and Uniprise(R) Solutions brands. It is also the manufacturer of coaxial cable for hybrid fiber coaxial applications. * * * As reported in the Troubled Company Reporter on Oct. 19, 2007, Standard & Poor's Ratings Services affirmed its ratings on CommScope Inc. and Andrew Corp. and removed them from CreditWatch, where they were placed on June 27, 2007, with negative implications. S&P also affirmed the 'BB-' corporate credit and 'B' subordinated debt ratings for both companies. The outlook is stable. CRDENTIA CORP: Names Debbie Griffith as Dir. of Business Dev't. --------------------------------------------------------------- Crdentia Corp. appointed Debbie Griffith, formerly director of operations in Houston, Texas, as director of business development. In this newly created position, Ms. Griffith will report directly to CEO, John Kaiser and will be responsible for ensuring that Crdentia branch offices adequately expand their services to keep pace with healthcare staffing industry trends that show increasing demand for allied health and locum tenens staffing. "Debbie will play a critical role in assisting smaller Crdentia markets to become a single source, not only for quality nurses, but for healthcare staff of all professions and specialties," John Kaiser, CEO, said. "Her extensive experience staffing a large range of healthcare professionals and proven ability to successfully diversify revenue sources will be a great asset to our branches." Ms. Griffith joined Crdentia in July, 2007 and brought with her 16 years of experience gained from management and executive level positions at three large healthcare staffing companies in Houston, Texas, where she was instrumental in negotiating new client contracts, generating revenue streams, increasing recruitment, promoting performance improvements anddiversifying business services. 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: Moody's Maintains Low-B Ratings on 6 Cert. Classes ----------------------------------------------------------------- Moody's Investors Service affirmed these ratings of twenty classes of Commercial Mortgage Pass-Through Certificates, Series 2006-C2 Credit Suisse Commercial Mortgage Trust Series 2006-C2: -- Class A-1, $47,676,660 affirmed at Aaa -- Class A-2, $66,000,000 affirmed at Aaa -- Class A-3, $364,878,000 affirmed at Aaa -- Class A-1-A, $516,868,323 affirmed at Aaa -- Class A-M, $143,946,000 affirmed at Aaa -- Class A-J, $100,762,000 affirmed at Aaa -- Class B, $30,588,000 affirmed at Aa2 -- Class C, $12,595,000 affirmed at Aa3 -- Class D, $23,391,000 affirmed at A2 -- Class E, $17,944,000 affirmed at A3 -- Class F, $16,193,000 affirmed at Baa1 -- Class G, $19,793,000 affirmed at Baa2 -- Class H, $16,194,000 affirmed at Baa3 -- Class J, $5,398,000 affirmed at Ba1 -- Class K, $5,398,000 affirmed at Ba2 -- Class L, $5,398,000 affirmed at Ba3 -- Class M, $1,799,000 affirmed at B1 -- Class N, $7,197,000 affirmed at B2 -- Class O, $5,398,000 affirmed at B3 -- Class A-X, Notional affirmed at Aaa As of the Dec. 17, 2007 distribution date, the transaction's aggregate principal balance has decreased by approximately 0.8% to $1.43 billion from $1.44 billion at securitization. The Certificates are collateralized by 194 loans, ranging in size from less than 1.0% to 11.0% of the pool, with the top ten loans representing 33.2% of the pool. The pool includes one shadow rated loan, which represent 1.8% of the pool. No loans have defeased, been liquidated from the pool or are in special servicing. Twenty-five loans, representing 24.3% of the pool, are on the master servicer's watchlist. Moody's was provided with full year 2006 operating results for 94.0% of the performing loans. Moody's weighted average loan to value ratio for the conduit component is 105.0% compared to 103.5% at securitization. The shadow rated loan is the Andover House Apartments Loan ($25.0 million -- 1.8%), which is secured by a 171 unit multifamily property located in Washington, District of Columbia. Performance has declined primarily due to increase in expenses (insurance, repairs and maintenance). The loan is interest only for the entire term. Moody's current shadow rating is below investment grade compared to Baa3 at securitization. The top three conduit exposures represent 19.5% of the pool. The largest conduit loan is the Babcock & Brown FX1 Loan ($157.4 million -- 11.0%), which is secured by 13 multifamily properties with a total of 4,990 units situated in Houston, Texas (8), South Carolina (4), and Alabama (1). The collateral consists of class B properties built between 1965 and 1982. In 2006 and 2007, approximately $5.7 million was spent on property upgrades. As of July 2007, occupancy was 91.8% compared to 86.0% at securitization. Despite the increase in occupancy, performance has declined due to increased expenses (insurance, utilities, payroll and benefits). This loan is on the master servicer's watchlist due to deferred maintenance at two of the properties. The loan is interest only for 84 months and then amortizes on a 360 month schedule. Moody's LTV is 115.8% compared to 108.1% at securitization. The second largest conduit exposure is the Fortunoff Portfolio Loan ($72.3 million -- 5.1%), which is secured by two cross collateralized stand alone retail buildings which anchor regional malls in Woodbridge, New Jersey and Westbury, New York. Both are 100% leased and operated as Fortunoff department stores with leases expiring in July 2024 and July 2025, respectively. Moody's LTV is 100.0% compared to 100.7% at securitization. The third largest conduit exposure is the Lincoln Road Retail Loan ($49.0 million -- 3.4%), which is secured by three retail and office properties totaling 53,200 square feet located in Miami Beach, Florida. The loan is interest only for the entire term. Moody's LTV is 128.1%, the same as at securitization. CYRIL WILLIAMS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Cyril Williams Susan Bricker-Williams 2694 Towne Drive Cottonwood Heights, UT 84121 Bankruptcy Case No.: 08-20109 Chapter 11 Petition Date: January 8, 2008 Court: District of Utah (Salt Lake City) Judge: William T. Thurman Debtor's Counsel: Anna W. Drake, Esq. 175 South Main Street, Suite 1250 Salt Lake City, UT 84111 Tel: (801) 328-9792 Fax: (801) 530-5955 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its largest unsecured creditors. DAVITA INC: Earns $94.5 Million in 2007 Third Quarter ----------------------------------------------------- DaVita Inc. reported net income for the third quarter and nine months ended Sept. 30, 2007, of $94.5 million and $296.1 million, respectively. This compares with net income of $94.9 million and $215.6 million for the corresponding periods of 2006. Income from continuing operations for the three months ended Sept. 30, 2007, excluding after-tax gains from insurance settlements and after-tax gains on the sale of investment securities was $89.3 million, as compared with $69.9 million for the same period of 2006. Net operating revenues for the three and nine months ended Sept. 30, 2007, were $1.32 billion and $3.91 billion, respectively, compared with $1.24 billion and $3.61 billion in the corresponding periods in 2006. Income from continuing operations for the nine months ended Sept. 30, 2007, excluding after-tax gains from insurance settlements, the after-tax valuation gain on the company's product supply agreement with Gambro Renal Products and after-tax gains on the sale of investment securities was $254.6 million, as compared with $192.0 million for the same period of 2006. For the rolling 12-months ended Sept. 30, 2007, operating cash flow was $500 million and free cash flow was $396 million. For the three months ended Sept. 30, 2007, operating cash flow was $96 million and free cash flow was $74 million. Operating income for the three months ended Sept. 30, 2007, was $212.0 million including pre-tax gains from insurance settlements of $6.8 million, and was $206.0 million excluding these items. Operating income for the nine months ended Sept. 30, 2007, was $667.0 million including pre-tax gains from insurance settlements of $6.8 million, and the pre-tax valuation gain on the company's product supply agreement with Gambro Renal Products of $55.0 million, and was $605.0 million excluding these items. Balance Sheet At Sept. 30, 2007, the company's consolidated balance sheet showed $6.78 billion in total assets, $5.00 billion in total liabilities, $148.0 million in minority interests, and $1.63 billion 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?26f5 About DaVita Inc. Headquartered in El Segundo, California, DaVita Inc. (NYSE: DVA)-- http://www.davita.com/-- provides dialysis services for patients suffering from chronic kidney failure. It provides services at kidney dialysis centers and home peritoneal dialysis programs domestically in 42 states, as well as Washington, D.C. As of Sept. 30, 2007, DaVita operated or managed over 1,300 outpatient facilities serving approximately 100,000 patients. * * * As reported in the Troubled Company Reporter on Sept. 27, 2007, Fitch Ratings upgraded DaVita Inc.'s ratings including the company's Issuer Default Rating to 'BB-' from 'B+'. The rating outlook is stable. DELTA AIR: December 2007 System Traffic Increased by 3% ------------------------------------------------------- Delta Air Lines Inc. said its system traffic for December 2007 increased 3.0% from December 2006 on a capacity increase of 3.1%. Delta's system load factor was 77.7% in December 2007, flat from the same period last year. Strong demand for Delta's international product continued during December 2007, with traffic increasing 16.4% year over year on a 13.3% increase in capacity. This resulted in a record December international load factor of 79.9%, up 2.1 points compared to December 2006. Domestic traffic in December 2007 decreased 2.8% year over year on a capacity decrease of 1.3%. Domestic load factor in December 2007 was 76.6%, down 1.3 points from the same period a year ago. "In December, consolidated unit revenues showed solid year over year improvement," said Glen Hauenstein, Delta's executive vice president for Network Planning and Revenue Management. International unit revenues demonstrated continued strength with significant increases in both yield and traffic, while domestic yields continued to strengthen as pricing actions implemented to offset higher fuel costs translated to higher yields." During December 2007, Delta operated its schedule at a 98.2% completion rate compared to 99.0% in December 2006. Delta boarded 8.6 million passengers during the month of December 2007, a decrease of 2.0% from December 2006. About Delta Air Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 328 destinations in 56 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. Delta flies to Argentina, Australia and the United Kingdom, among others. The company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. The Debtors filed a chapter 11 plan of reorganization and disclosure statement explaining that plan on Dec. 19, 2007. On Jan. 19, 2007, they filed revisions to the plan and disclosure statement, and submitted further revisions to the plan on Feb. 2, 2007. On Feb. 7, 2007, the Court approved the Debtors' disclosure statement. In April 25, 2007, the Court confirmed the Debtors' plan. That plan became effective on April 30, 2007. The Court entered a final decree closing 17 cases on Sept. 26, 2007. As of Sept. 30, 2007, the company's balance sheet showed total assets of $32.7 billion and total liabilities of $23 billion, resulting in a $9.7 billion stockholders' equity. At Dec. 31, 2006, deficit was $13.5 billion. (Delta Air Lines Bankruptcy News, Issue Number 86; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As reported in the Troubled Company Reporter Oct. 18, 2007, Standard & Poor's Ratings Services affirmed its ratings on Delta Air Lines Inc. (B/Positive/--) and revised the rating outlook to positive from stable. The outlook revision is based on continued strong earnings, cash flow generation, and debt reduction. DELTA AIR: Studying Likely Sale of Comair While Reviewing Mergers ----------------------------------------------------------------- Delta Air Lines Inc., is studying a possible sale of its regional jet service Comair while a board panel reviews merger possibilities, Bloomberg News reports. In an interview with Bloomberg, Delta spokeswoman Betsy Talton said the airline is evaluating options to sell its regional unit, "but no decision has been made." Chief Executive Officer Richard Anderson projected that the Board will decide on the sale in October 2007; however, no updates as of this quarter have been disclosed. Ms. Talton declined to comment on the progress of the Board Committee regarding shareholder pressure to boost stock value, Bloomberg says. The Financial Times points Delta's delay on the Comair decision to the airline's consideration of a merger with United Air Lines Corporation or another competitor. As previously reported, investor Pardus Capital Management LP, in November 2007, urged Delta and United to merge. The hedge fund cited the merger's necessity amid skyrocketing jet-fuel prices. Unidentified people familiar with the matter confirmed that Delta asked the board panel and its merger advisers, Merrill Lynch & Co. and Greenhill & Co., to come up with decisions. Thereafter, JPMorgan Chase & Co., will have to act on the options already discussed for Comair, the Financial Times said. About Delta Air Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 328 destinations in 56 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. Delta flies to Argentina, Australia and the United Kingdom, among others. The company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. The Debtors filed a chapter 11 plan of reorganization and disclosure statement explaining that plan on Dec. 19, 2007. On Jan. 19, 2007, they filed revisions to the plan and disclosure statement, and submitted further revisions to the plan on Feb. 2, 2007. On Feb. 7, 2007, the Court approved the Debtors' disclosure statement. In April 25, 2007, the Court confirmed the Debtors' plan. That plan became effective on April 30, 2007. The Court entered a final decree closing 17 cases on Sept. 26, 2007. As of Sept. 30, 2007, the company's balance sheet showed total assets of $32.7 billion and total liabilities of $23 billion, resulting in a $9.7 billion stockholders' equity. At Dec. 31, 2006, deficit was $13.5 billion. (Delta Air Lines Bankruptcy News, Issue Number 86; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As reported in the Troubled Company Reporter Oct. 18, 2007, Standard & Poor's Ratings Services affirmed its ratings on Delta Air Lines Inc. (B/Positive/--) and revised the rating outlook to positive from stable. The outlook revision is based on continued strong earnings, cash flow generation, and debt reduction. DELTA ENTERTAINMENT: Committee Retains Irell & Manella as Counsel ----------------------------------------------------------------- Irell & Manella LLP has been appointed counsel to creditor committees in two major California-based bankruptcies. Irell partner Jeffrey Reisner, chair of the firm's bankruptcy practice, reported that the firm is serving as counsel to the unsecured creditors' committee for Santa Barbara-based Alert Cellular, a retailer in the western U.S. for Verizon Wireless and T-Mobile. The company filed for bankruptcy protection this past July. It operated more than 130 retail locations in 11 western U.S. states. Mr. Reisner is also advising the unsecured creditors of Los Angeles-based Delta Entertainment Corporation, and independent music & video labels, which filed for reorganization at the end of July. Bankruptcy associate Kerri Lyman is working with Mr. Reisner on both the Alert and Delta Entertainment matters. Outside of creditor committee work, Irell has been active recently in other bankruptcy-related assignments throughout California. The firm recently served as counsel to debtor Agoura Hills-based Quality Home Loans, a sub-prime mortgage lender in its bankruptcy, when it filed for bankruptcy protection in August. The firm now serves as counsel to the Trustee in that case. Quality was represented by Irell partners William Lobel and Alan Friedman and bankruptcy group members Mike Neue, Kerri Lyman and Issa Moe. Among Other Assignments Irell just concluded a successful representation of the official Creditors' Committee for Los Angeles-based Computer Aided Systems. Prior to the firm's engagement, the committee was staring at a complete wipe-out, with zero recovery. After years of litigation -- the case was originally filed in 1999 -- unsecured creditors are set to receive approximately 30 cents on the dollar. The firm was counsel to the Creditors' Committee and subsequently, the liquidating trustee, for Chevy's Restaurants, a large chain of Mexican restaurants. Irell's work led to Chevy's unsecured creditors receiving approximately 40% of their claims, many times the original estimate. Mr. Reisner, Of Counsel Evan Borges, Senior Counsel Mike Neue and associate Brian Bark were counsel. Irell successfully represented junior secured creditors of San Diego-based SeraCare Life Sciences, Inc., manufacturers of biological products, in recovering 100% of their multi-million dollar claims. Mr. Reisner and bankruptcy group member Mike Neue advised the secured creditors, whose claims were paid in full under the confirmed plan of reorganization. "Creditors, especially those holding unsecured claims, require a strong hand to assert their claims in bankruptcy court" Mr. Reisner said. "As our cases have shown, with the right combination of persistence, a strong understanding of the capital structure and capital markets and litigation capability to back up negotiations, creditors usually achieve good results." Mr. Reisner said he expects to see a continued uptick in engagements in 2008 amidst a volatile economy and further fallout from the subprime shakeout. "Our group is well positioned to handle all phases of Chapter 11 matters, and we anticipate working with corporate debtors as well as creditors and creditors' committees in California and in other major markets nationally." About Alert Cellular Headquartered in Carpinteria, California, Alert Cellular LC -- http://alertcellular.com/-- is an authorized wireless retailer for Verizon and T-Mobile. The company filed for chapter 11 protection on July 3, 2007 (Bankr. C.D. Calif. Case No. 07- 10918). Malhar S. Pagay, Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP serve as the Debtor's counsel. When the Debtor filed for bankruptcy, it listed estimated assets and debts of $1 million to $100 million. About Irell Manella Irell & Manella LLP -- http://www.irell.com-- is a full service law firm with 220 attorneys in its Southern California offices in Los Angeles and Newport Beach. Founded in 1941, the firm is recognized for its tax, entertainment, intellectual property, corporate and litigation practices. About Delta Entertainment Headquartered in Los Angeles, California, Delta Entertainment Corporation -- http://www.deltamusic.com/-- is an independent music & video label. The Company filed for Chapter 11 protection on July 25, 2007 (Bnkr. C.D. Calif. Case No.: 07-16302). Samuel R. Maizel, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, represents the Debtor. When the Debtor filed for protection against its creditors, it estimated assets and debts at $10 Million and $50 Million. DENNY'S CORP: Sept. 26 Balance Sheet Upside-Down by $201.1 Million ------------------------------------------------------------------ Denny's Corp.'s consolidated balance sheet at Sept. 26, 2007, showed $412.9 million in total assets and $614.0 million in total liabilities, resulting in a $201.1 million total stockholders' deficit. The company's consolidated balance sheet at Sept. 26, 2007, also showed strained liquidity with $63.3 million in total current assets available to pay $128.7 million in total current liabilities. The company reported net income of $5.3 million for the third quarter ended Sept. 26, 2007, a decrease of $20.2 million compared with prior year net income of $25.5 million. Adjusted income before taxes for the third quarter was $5.8 million, compared with prior year income of $5.6 million. This measure, which is used as an internal profitability metric, excludes restructuring charges, exit costs, impairment charges, asset sale gains, share-based compensation, other nonoperating expenses and income taxes. For the third quarter of 2007, Denny's reported total operating revenue, including company restaurant sales and franchise revenue, of $241.4 million compared with $258.2 million in the prior year quarter. The company restaurant sales component of total revenue decreased $17.9 million due primarily to a significant reduction in company restaurants from the prior year period. Same-store sales growth of 1.3% at company restaurants partially offset the impact of fewer restaurants. During the third quarter, Denny's opened two new company restaurants and sold 22 to franchisee operators. The sale of 56 company restaurants this year under the Franchise Growth Initiative combined with the closure of underperforming restaurants in the prior year resulted in 51 fewer equivalent units in this year's third quarter. Franchise revenue increased $1.1 million to $24.6 million as a result of a $1.9 million increase in royalties and initial fees, partially offset by a decrease of approximately $800,000 in occupancy revenue. Nelson Marchioli, president and chief executive officer, stated, "Our third quarter results reflect further progress on our strategic initiatives and a proactive approach to managing our business in a difficult environment. We delivered positive same- store sales on top of strong comparable sales in the prior year, and we achieved adjusted income growth even as we significantly decreased the number of company restaurants through our Franchise Growth Initiative. "Our development programs are building momentum with 56 restaurants sold to franchisees and franchisee commitments for 71 new restaurants. Our increasing cash flow from operations, along with the proceeds from asset sales, has strengthened our balance sheet as we have reduced our debt by more than $45.0 million this year. While we expect the current pressures facing our industry on both sales and costs will persist in the near term, we are confident that as we execute on our strategic initiatives we will continue driving long-term shareholder value." Operating income for the third quarter decreased $39.3 million to $16.3 million due primarily to operating gains of $36.7 million in the prior year period. Excluding this item in both periods, operating income for the third quarter decreased $3.3 million on $16.8 million less in revenue. Interest expense for the third quarter decreased $4.5 million, or approximately 30%, to $10.5 million due primarily to reduced debt balances and improved borrowing costs. During the third quarter, net cash proceeds from asset sales along with cash flow from operations were used to reduce outstanding debt by $26.6 million. Year-to-date, total outstanding debt has been reduced by $45.2 million, or approximately 10.0%. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 26, 2007, are available for free at http://researcharchives.com/t/s?26fa About Denny's Corporation Headquartered in Spartanburg, South Carolina, Denny's Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a full-service family restaurant chain, consisting of 394 company-owned units and 1,152 franchised and licensed units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. * * * Denny's Corp. carries Standard & Poor's 'B+' Long Term Foreign Issuer and 'B+' Long Term Local Issuer ratings. DIVERSEY HARBOR: Three Note Classes Get Moody's Junk Ratings ------------------------------------------------------------ Moody's Investors Service downgraded ratings of four classes of notes issued by Diversey Harbor ABS CDO, Ltd., and left on review for possible further downgrade ratings of two of these classes of notes. Another class of notes has also been placed on review for downgrade. The notes affected by this rating action are: Class Description: $200,000,000 Class A-2 Floating Rate Senior Secured Notes Due 2046 -- Prior Rating: Aaa -- Current Rating: Aaa, on review for possible downgrade Class Description: $245,000,000 Class A-3 Floating Rate Senior Secured Notes Due 2046 -- Prior Rating: Aaa -- Current Rating: A1, on review for possible downgrade Class Description: $60,000,000 Class A-4 Floating Rate Senior Secured Notes Due 2046 -- Prior Rating: Aa2, on review for possible downgrade -- Current Rating: Caa1, on review for possible downgrade Class Description: $25,000,000 Class B Floating Rate Subordinate Secured Deferrable Notes Due 2046 -- Prior Rating: A2, on review for possible downgrade -- Current Rating: Ca Class Description: $24,000,000 Class C Floating Rate Junior Subordinate Secured Deferrable Notes Due 2046 -- Prior Rating: Baa2, on review for possible downgrade -- Current Rating: Ca The rating actions reflect deterioration in the credit quality of the underlying portfolio, as well as the occurrence on Dec. 21, 2007, as reported by the Trustee, of an event of default caused by a failure of the Class A Overcollateralization Ratio to be greater than or equal to the required amount pursuant Section 5.1(i) of the Indenture dated June 1, 2006. Diversey Harbor ABS CDO, Ltd. is a collateralized debt obligation backed primarily by a portfolio of RMBS securities and CDO securities. Recent ratings downgrades on the underlying portfolio caused ratings-based haircuts to affect the calculation of overcollateralization. Thus, the Class A Overcollateralization Ratio failed to meet the required level. As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. The rating downgrades taken reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The severity of losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued by certain Noteholders. Because of this uncertainty, the ratings assigned to Class A-2, Class A-3 and the Class A-4 Notes remain on review for possible further action. DONALD DUNAWAY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Donald B. Dunaway, Sr. 2011 Old Highway 61 P.O. Box 117 Arcola, MS 38722 Bankruptcy Case No.: 08-10100 Chapter 11 Petition Date: January 10, 2008 Court: Northern District of Mississippi (Aberdeen) Debtor's Counsel: Craig M. Geno, Esq. Harris, Jernigan & Geno, P.L.L.C. P.O. Box 3380 Ridgeland, MS 39158-3380 Tel: (601) 427-0048 Estimated Assets: $100,000 to $500,000 Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its largest unsecured creditors. E*TRADE VI: Moody's Junks Rating on $60 Mil. Sr. Notes from Aaa --------------------------------------------------------------- Moody's Investors Service downgraded ratings of six classes of notes issued by E*Trade VI ABS CDO VI, Ltd., with two of these ratings left on review for possible further downgrade. The notes affected by this rating action are: (1) $260,000,000 Class A-1S Variable Funding Senior Secured Floating Rate Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Baa1, on review for possible downgrade (2) $60,000,000 Class A-1J Senior Secured Floating Rate Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Caa1, on review for possible downgrade (3) $31,000,000 Class A-2 Senior Secured Floating Rate Notes Due 2047 -- Prior Rating: Baa1, on review for possible downgrade -- Current Rating: Ca (4) $26,000,000 Class A-3 Secured Deferrable Interest Floating Rate Notes Due 2047 -- Prior Rating: Ba1, on review for possible downgrade -- Current Rating: Ca (5) $14,000,000 Class B-1 Mezzanine Secured Deferrable Interest Floating Rate Notes Due 2047 -- Prior Rating: B1, on review for possible downgrade -- Current Rating: Ca (6) $11,000,000 Class B-2 Mezzanine Secured Deferrable Interest Floating Rate Notes Due 2047 -- Prior Rating: B2, on review for possible downgrade -- Current Rating: Ca The rating actions reflect deterioration in the credit quality of the underlying portfolio, as well as the occurrence, as reported by the Trustee, on Dec. 13, 2007 of an event of default caused by a failure of the Senior Credit Test pursuant Section 5.1(h) of the Indenture dated April 12, 2007. E*Trade ABS CDO VI Ltd. is a collateralized debt obligation backed primarily by a portfolio of RMBS securities, CDO securities and synthetic securities in the form of credit default swaps. Reference obligations for the credit default swaps are RMBS and CDO securities. Recent ratings downgrades on the underlying portfolio caused ratings-based haircuts to affect the calculation of overcollateralization ratio. Thus, the Senior Credit Test failed to be satisfied. As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral and the Notes. The rating downgrades taken reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The severity of losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued by certain noteholders. Because of the uncertainty, the Class A-1S and Class A-1J Notes remain on review for possible downgrade. EASTMAN KODAK: Earns $37 Million in 2007 Third Quarter ------------------------------------------------------ Eastman Kodak Company reported net income of $37.0 million for the third quarter ended Sept. 30, 2007, compared with a net loss of $37.0 million in the same period last year.