T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 23, 2008, Vol. 12, No. 19 Headlines 3700 ASSOCIATES: Deutsche Bank to Fund Hotel's Construction AMP'D MOBILE: Court Okays Potter Anderson as Bankruptcy Counsel AMP'D MOBILE: Settles Brightpoint and Kings Road Issues ANSWER FINANCIAL: Case Summary & 20 Largest Unsecured Creditors ASARCO LLC: Dean Baker Okayed as Asbestos Panel's Conn. Counsel ASARCO LLC: Can Hire Halperin Battaglia as Consulting Expert ASC INC: Creditors' Panel Balks at Bankruptcy Cases Inactivity AXIUM INTERNATIONAL: Auction for Unit's Assets Scheduled Today BAUSCH & LOMB: Inks Definitive Agreement to Acquire Eyeonics BAUSCH & LOMB: Projects 4th Qtr. Revenues in $654-660 Mil. Range BEAZER HOMES: Robert Salomon Appointed as Chief Accounting Officer BELO CORP: Board OKs Spin-Off Via Tax-Free Stock Dividend Payout BUFFETS HOLDINGS: To Restructure Balance Sheet Under Chapter 11 BUFFETS HOLDINGS: Case Summary & 40 Largest Unsecured Creditors BUFFETS INC: S&P Changes Rating to 'D' on Parent's Bankruptcy CABELA CREDIT: Moody's Puts Ba2 Rating on Class D Notes CENTRIX FINANCIAL: Judge Brown Approves Disclosure Statement CENTRIX FINANCIAL: Plan Confirmation Hearing Set for March 14 CHARTERHOUSE BOISE: IRS Wants Assets Liquidated to Pay Tax Bills CIENA CORP: Plans to Increase Authorized Common Shares by 150 Mil. COMPLETE VITAL: Case Summary & 19 Largest Unsecured Creditors COUNTRYWIDE FINANCIAL: Grants Retention Awards to 5 Executives DALE AUSHERMAN: Case Summary & 14 Largest Unsecured Creditors DELTA FINANCIAL: Court Okays AlixPartners LLP as Claims Agent DELTA FINANCIAL: Has Until March 18 to File Schedules E-POCH PROPERTIES: Case Summary & Three Largest Unsec. Creditors ENESCO GROUP: Amended Plan Confirmation Hearing Moved to Jan. 30 ENRON CORP: Court OKs Investors Receiving $7.2 Bil. Final Payout ENRON CORP: FERC Okays $18 Mil. Settlement with Snohomish County ENRON CORP: Wants $25 Mil. Deutsche Bank Settlement Approved ENSEMBLE CHIMES: Auction for Assets Scheduled Today in California FEDERAL-MOGUL: 75 Chapter 11 Cases Dismissed Effective December 27 FINANCIAL INDUSTRIES: Enters $74.7 Mil. Americo Life Merger Deal FINANCIAL INDUSTRIES: A.M. Best Puts Ratings Under Positive Review FIRST ACCEPTANCE: A.M. Best Holds "b-" Issuer Credit Rating FOX HILLS: Section 341(a) Meeting Scheduled for January 30 GARY WATTENBERG: Case Summary & 14 Largest Unsecured Creditors GLOBAL POWER: Emerges from Chapter 11 Bankruptcy GRANDE COMM: Board OKs Plan to Explore Strategic Alternatives HARVEY ELECTRONICS: Section 341(a) Meeting Scheduled for Feb. 8 HARVEY ELECTRONICS: U.S. Trustee Appoints 5-Member Creditors Panel HEARTLAND AUTO: U.S. Trustee Appoints Five-Member Creditors Panel HEARTLAND AUTO: Can Hire Epiq Bankruptcy as Claims Agent HEARTLAND AUTO: Forshey and Prostok Approved as Bankruptcy Counsel INFORMED CARE: Case Summary & 20 Largest Unsecured Creditors INVESTORS LIFE: A.M. Best Puts Ratings Under Positive Review J&S EXCAVATION: Case Summary & 13 Largest Unsecured Creditors JACQUELINE JOCELYN: Case Summary & 12 Largest Unsecured Creditors KELLWOOD CO: Extends Cash Tender Offer Deadline to January 30 LAWRENCE SALANDER: Agrees to Move 231 Art Works for Safekeeping M/I HOMES: Posts $21.7 Million Net Loss in 2007 Third Quarter MICHAEL HAMILTON: Case Summary & 18 Largest Unsecured Creditors MOVIE GALLERY: Creditor Groups Ink Pact to Support Ch. 11 Plan MT CALVARY: Case Summary & Two Largest Unsecured Creditors MTI TECHNOLOGY: Court Approves CMA Business as Auctioneer NATIONAL STATES: A.M. Best Revises Outlook from Negative to Stable NEFF CORP: Posts $9.4 Million Net Loss in 2007 Third Quarter NIDA DESMARAIS: Case Summary & Six Largest Unsecured Creditors NORTHWEST AIRLINES: Commences Merger Talks with Delta Air & UAL OMEGA HEALTHCARE: Paying Common Stock Dividend on February 15 PEP BOYS: Harry Yanowitz to Step Down as Chief Financial Officer PROPEX INC: Wants Court Nod to Use BNP Paribas' Cash Collateral PROPEX INC: Wants Access to $60 Million DIP Financing PROPEX INC: Wants to Employ King & Spalding as Lead Counsel QUEBECOR WORLD: Case Summary & 57 Largest Unsecured Creditors QUEBECOR WORLD: S&P Slashes Ratings to D on Chapter 11 Filing RELIANT ENERGY: Has Until February 19 to File Chapter 11 Plan REX WHEELER: Case Summary & 19 Largest Unsecured Creditors SAINT VINCENT: Names John McDaniel as Chief Information Officer SAINT VINCENT: $13,445,259 Claims Expunged as of January 15 SAINT VINCENT: U.S. Trustee Balks at Huron Consulting's $15MM Pay SALANDER-O'REILLY: CRO Agrees to Move 231 Art Works for Protection SEARS HOLDINGS: To Give More Control to Units Under Reorganization SENTINEL MANAGEMENT: Court Set March 14 as Claims Bar Date SOLUTIA INC: DuPont Demands Payment of $1,394,718 Admin. Claim SOLUTIA INC: Files Second Supplement to Stock Offering Prospectus SOVEREIGN COS: Case Summary & 20 Largest Unsecured Creditors TRANS-GULF DRILLING: Case Summary & 20 Largest Unsecured Creditors UAL CORP: Reports Highest Annual Pre-tax Income Since 1999 UAL CORP: Commences Merger Talks w/ Delta Air & Northwest Airlines US ENERGY: Section 341(a) Creditors' Meeting Set for Feb. 15 VOUGHT AIRCRAFT: Sept. 30 Balance Sheet Upside-Down by $641.9 Mil. WSI RV: Case Summary & 14 Largest Unsecured Creditors * Andy Rahl & 54 Other Anderson Kill Lawyers Join Reed Smith * Fitch Says Overall Outlook for Automotive Industry Remains Mixed * Fitch Says Volatile Market Conditions Could Lead to Neg. Ratings * Upcoming Meetings, Conferences and Seminars ********* 3700 ASSOCIATES: Deutsche Bank to Fund Hotel's Construction ----------------------------------------------------------- Perini Building Company, Inc, a wholly owned subsidiary of Perini Corporation said it has in place an interim commitment with Deutsche Bank AG. Under the interim commitment, Deutsche Bank will continue to pay Perini for performing the construction work on the Cosmopolitan Resort and Casino project in Las Vegas, Nevada on a monthly basis while the issues of loan default with the developer, 3700 Associates LLC, are being resolved. As a result, the work at the Cosmopolitan will continue unaffected by the default notice. As reported in the Troubled Company Reporter on Jan. 18, 2008, 3700 Associates was issued a foreclosure notice by Deutsche Bank AG last week. Perini confirmed that Deutsche Bank, on Jan. 16, 2008, delivered a notice of loan default to 3700 Associates. Perini Building is the general contractor for the project which is scheduled for completion in December of 2009. At that time, Perini was in discussion with 3700 Associates and Deutsche Bank, to facilitate an orderly continuation of construction of the project. As of Dec. 31, 2007, work remaining to be performed under the construction contract totaled approximately $1.4 billion. About Perini Corporation Perini Corporation (NYSE: PCR) -- http://www.perini.com/-- is a construction services company offering diversified general contracting, construction management and design/build services to private clients and public agencies throughout the world. It provided construction services since 1894. It offers general contracting, preconstruction planning and comprehensive project management services, including the planning and scheduling of the manpower, equipment, materials and subcontractors required for a project. It also offers self-performed construction services including sitework, concrete forming and placement and steel erection. It is known for our hospitality and gaming industry projects, sports and entertainment, educational, transportation, healthcare, biotech, pharmaceutical and high-tech facilities, as well as large and complex civil construction projects and construction management services to U.S. military and government agencies. About 3700 Associates The 3700 Associates LLC is a real estate developer owned by Ian Bruce Eichner. It is currently developing Cosmopolitan Resort & Casino, a 3,000-room high-rise casino and hotel due to open in late 2009 between the Bellagio casino resort and the CityCenter casino complex. The project cost, initially valued at $1.8 billion, has ballooned to $3 billion. On Oct. 11, 2005, 3700 Associates signed a $1 billion construction contract with Perini Corporation's subsidiary, Perini Building Company, Inc. AMP'D MOBILE: Court Okays Potter Anderson as Bankruptcy Counsel --------------------------------------------------------------- Amp'd Mobile Inc. obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ Potter Anderson & Corroon LLP as its counsel, nunc pro tunc to Nov. 20, 2007. As reported in the Troubled Company Reporter on July 9, 2007, the Debtor obtained authority from Court to employ The Bayard Firm as its bankruptcy counsel, with Steven M. Yoder principally responsible for representation of the Debtor. Mr. Yoder resigned from his position as director at Bayard on October 19, and began employment as partner at Potter Anderson & Corroon LLP on November 2, the Debtor informs Judge Shannon. Following Mr. Yoder's departure from Bayard, the Debtor believes that it is best for Mr. Yoder to continue representing the Debtor at his new firm, given the depth of his knowledge of all the issues relating to the Debtor and its assets. The Debtor tells the Court that it wants to employ Potter Anderson as its counsel because of the firm's expertise in the field of business reorganizations, experience and knowledge practicing before the U.S Bankruptcy Court for the District of Delaware, proximity to the Court, and ability to respond quickly to emergency hearings and other emergency matters before the Court. As counsel to the Debtor, Potter Anderson is expected to: (a) take all necessary action to protect and preserve the estate, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor, the negotiation of dispute in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; (b) provide legal advice with respect to the Debtor's powers and duties as debtor-in-possession as it continues with its orderly liquidation; (c) negotiate, prepare and pursue confirmation of a plan of liquidation and approval of a disclosure statement; (d) prepare on behalf of the Debtor, as debtor-in- possession, necessary motions, applications, answers, orders, reports and other legal papers in connection with the continued administration of the Debtor's estate; (e) appear before the Court to protect the interest of the Debtor; (f) assist with any disposition of the Debtor's assets by sale or otherwise; and (g) perform all other legal services in connection with the Debtor's Chapter 11 case as reasonably required. Potter Anderson will be paid for the legal services of its professionals according to these hourly rates: Professional Hourly Rate ------------ ----------- Partners $395 - $550 Associate $255 - $360 Paralegals $160 - $360 Case Management Assistant $60 Mr. Yoder assures the Court that Potter Anderson does not hold nor represent any interest or connection adverse to the Debtor, its estate, its creditors, and any other party-in-interest. Potter Anderson is a disinterested person as the term is defined under Section 101(14) of the Bankruptcy Code, he maintains. Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual network operator that provides voice, text and entertainment content to subscribers who contract for cellular telephone service. The company filed for chapter 11 protection on June 1, 2007 (Bankr. D. Del. Case No. 07-10739). Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official Committee of Unsecured Creditors. In its schedules filed with the Court, the Debtor listed total assets of $47,603,629 and total debts of $164, 569,842. The Debtor's exclusive period to file a plan expired on Sept. 29, 2007. (Amp'd Mobile Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/ or 215/945-7000). AMP'D MOBILE: Settles Brightpoint and Kings Road Issues ------------------------------------------------------- Amp'd Mobile Inc., Brightpoint North America L.P., and Kings Road Invesment Ltd., the Debtor's senior secured lender, engaged in arm's-length and good faith negotiations to resolve various issues between them, in an effort to avoid further delay and the substantial fees, risks and costs associated with continued litigation. Previously, certain of the Debtor's handset assets are stored in Brightpoint's facility. Brightpoint provided the Debtor repair services for the handsets. Brightpoint has maintained that it possesses a lien over the Debtor's inventory in its possession under the Indiana Code. The Debtor has obtained Court approval to sell certain of its handset accessories, including the Brightpoint inventory, to Cellupage for $1,016,600. Ultimately, to resolve their dispute, the parties have agreed that, subject to the U.S. Bankruptcy Court for the District of Delaware's consent: (a) Kings Road will receive $225,000 of the Handset Proceeds; (b) Brightpoint will receive the remainder of the Handset Proceeds, including any and all interests earned; (c) the Compliant, all Counterclaims and Intervenor Complaint will be dismissed with prejudice; (d) all parties will exchange mutual releases; and (e) Brightpoint will have an allowed general unsecured claim for $348,770. Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, in Wilmington, Delaware, asserts that the Settlement consensually resolves the Adversary Proceeding without the need for costly and time consuming litigation while eliminating certain asserted secured claims. Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual network operator that provides voice, text and entertainment content to subscribers who contract for cellular telephone service. The company filed for chapter 11 protection on June 1, 2007 (Bankr. D. Del. Case No. 07-10739). Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official Committee of Unsecured Creditors. In its schedules filed with the Court, the Debtor listed total assets of $47,603,629 and total debts of $164, 569,842. The Debtor's exclusive period to file a plan expired on Sept. 29, 2007. (Amp'd Mobile Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/ or 215/945-7000). ANSWER FINANCIAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Answer Financial, Inc. 15910 Ventura Boulevard, 6th Floor Encino, CA 91436 Bankruptcy Case No.: 08-10140 Type of Business: The Debtor offers insurance products and services through its licensed affiliated Insurance Answer Center, Inc., Answer Center Insurance Agency, Inc. and other affiliates. See http://www.answerfinancial.com/ Chapter 11 Petition Date: January 21, 2008 Court: District of Delaware (Delaware) Debtor's Counsel: Laura Davis Jones, Esq. Pachulski, Stang, Ziehl & Jones, L.L.P. 919 North Market Street, 17th Floor Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 Estimated Assets: $1 Million to $10 Million Estimated Debts: $50 Million to 100 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Esurance, Inc. trade vendor/business $161,600 650 Davis Street expenses San Francisco, CA 94111-1922 Primerica trade vendor/business $125,000 3120 Breckinridge Boulevard expenses Building 5, 3rd Floor Duluth, GA 30096 Douglas Emmett 1998, L.L.C. termination fee under $115,000 808 Wilshire Boulevard, real property lease Suite 200 Santa Monica, CA 90401 NetQuote trade vendor/business $86,500 expenses Randal Sue wage claim $34,589 Todd Wiliams wage claim $32,393 Cameron Mazaherian wage claim $27,218 Evgueni Ma1tsev wage claim $24,893 CitiMortgage trade vendor/business $24,000 expenses Theodore Cho wage claim $23,723 Louise Alter wage claim $21,413 Leonid Ruzin wage claim $21,040 HometownQuotes.com trade vendor/business $20,000 expenses Edwin Mackethan wage claim $19,054 Ronald Ryan wage claim $18,274 Himanshu Pathak wage claim $16,541 Randall Sterba wage claim $14,881 Wiliam Hodgins wage claim $12,574 InsureMe trade vendor/business $12,500 expenses Kenneth Hunt wage claim $12,159 ASARCO LLC: Dean Baker Okayed as Asbestos Panel's Conn. Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors for the Asbestos Subsidiary Debtors in ASARCO LLC and its debtor-affiliates' Chapter 11 cases obtained permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Offices of Dean Baker as its local Connecticut counsel. In May 2005, the Asbestos Creditors' Committee employed L. Tersigni Consulting, P.C., as its financial advisors. Loreto Tersigni, the 100% owner and president of the Tersigni firm, died in May 2007. Following Mr. Tersigni's death, certain issues of alleged billing irregularities by the Tersigni firm in other bankruptcy cases had reach the Asbestos Committee's attention. As a result, the Asbestos Committee terminated the Tersigni firm as its financial advisor in June 2007 and informed the United States Trustee for Region 7 of the termination. In November 2007, the Tersigni firm filed a Chapter 11 bankruptcy petition before the U.S. District of Connecticut, Bridgeport Division. The Asbestos Committee wishes to appear in Tersigni's bankruptcy case to monitor its progress and developments; pursue any potential claims against Tersigni; and otherwise protect its interests. As local counsel, Dean Baker will: (a) serve as the Asbestos Committee's representative at any court hearings and proceedings before the Connecticut Court; (b) prepare any pleadings, motions, answers,notices orders, and reports that are required by the Asbestos Committee in Tersigni's bankruptcy case; (c) provide legal advice and consultations; and assist the Asbestos Committee in its investigation of the acts, conducts, assets, liabilities, and financial condition of the Tersigni firm, the operation of its business and the desirability of the continuance of its business, and any other matter relevant to the Tersigni firm's bankruptcy case; (d) assist the Asbestos Committee in the negotiation of or opposition to or support of a plan or plans of reorganization in the Tersigni case; and (e) render other necessary advice as the Asbesots Committee may require. Dean Baker, Esq. has agreed to represent the Asbestos Committee at a fee commensurate with his normal hourly rate of $385 per hour. The Asbestos Committee seeks the Court's permission to pay Mr. Baker's fees and reimburse his expenses from either the existing Wells Fargo Escrow Account or the Escrow Account created pursuant to the settlement agreement with certain London market insurers. Mr. Baker attests that he does not represent any interest adverse to the Asbestos Committee or the Debtors' estates, and is a "disinterested person" as the term is defined in Section 101(14). About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/ -- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). The Debtors' exclusive period to file a plan expires on Feb. 11, 2008. (ASARCO Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Can Hire Halperin Battaglia as Consulting Expert ------------------------------------------------------------ ASARCO LLC and its debtor-affiliates obtained authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Halperin Battaglia Raicht, LLP, as its consulting expert and potential witness in connection with the fraudulent transfer complaint against Americas Mining Corporation, nunc pro tunc Nov. 2, 2007. Halperin is expected to assist ASARCO in the ongoing development and analysis of the many issues involved in the AMC Litigation; and will testify at trial to facilitate the orderly, unified presentation and expert analysis of the various aspects of evidence supporting ASARCO's position in the Litigation. ASARCO will pay for Halperin's services according to the firm's customary hourly rates: Professionals Hourly Rate ------------- ----------- Attorneys $425 - $175 Law Clerks $125 - $100 Paraprofessionals $95 - $75 Alan D. Halperin, Esq., a partner at Halperin Battaglia Raicht, LLP, in New York, assured the Court that his firm does not represent any interest adverse to ASARCO and its estate, and is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The AMC Litigation, which is currently pending in the U.S. District Court for the Southern District of Texas, is likely the single largest asset of ASARCO's estate, the Debtors said. Through the AMC Litigation, ASARCO seeks the return of its ownership interest in Southern Peru Copper Corporation, which, is worth billions of dollars, along with the present value of dividends paid on the stock since the fraudulent transfer, believed to be worth more than $1,400,000,000. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/ -- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). The Debtors' exclusive period to file a plan expires on Feb. 11, 2008. (ASARCO Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASC INC: Creditors' Panel Balks at Bankruptcy Cases Inactivity -------------------------------------------------------------- ASC Inc.'s Official Committee of Unsecured Creditors asks the U.S. Bankruptcy Court for the Eastern District of Michigan to direct company executives to testify under oath, answering the panel's complaint on the inactivity and concealment of financial information in the debtor's bankruptcy cases, Bill Rochelle of the Bloomberg News reports. The panel, Mr. Rochelle relates, charges that the Debtor: * hasn't filed a financial report since June, * won't disclose financial details to the committee, * refuses to identify claims to which it will object, and * hasn't met to talk about filing lawsuits. As reported in the Troubled Company Reporter on Dec. 5, 2007, the proponents of three competing Chapter 11 plans for ASC Inc. have until Feb. 1, 2008, to complete a mediation process with regards to their disputes. The Debtor first filed its plan but further extension of its exclusive plan filing period was denied by the Court. ASC's parent, American Specialty Cars Holdings Inc., and the creditors' committee subsequently filed separate plans. Headquartered in Southgate, Michigan, ASC Incorporated -- http://www.ascglobal.com/-- is a supplier of highly engineered roof systems and of design services for the world's automakers. The company filed for Chapter 11 protection on May 2, 2007, (Bankr. E.D. Mich. Case No. 07-48680). Gary H. Cunningham, Esq. and Sean M. Walsh, Esq. at Giarmarco, Mullins & Horton P.C. represent the Debtor in its restructuring efforts. Christopher Grosman, Esq., at Carson Fischer, P.L.C., represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed assets and debts from $1 million to $100 million. AXIUM INTERNATIONAL: Auction for Unit's Assets Scheduled Today -------------------------------------------------------------- An auction for the assets of Axium International Inc.'s subsidiary, Ensemble Chimes Global, is set for today, Jan. 23, 2008, with the U.S. Bankruptcy Court for the Central District of California, Katharine Grayson of the Business Journal in St. Paul, Minneapolis reports. Founder Barry Olson, who left the company before it was sold to Axium International, has partnered with Vedior North America as and offered $7.5 million for the company, the report adds. Mr. Olson also offered to assume all of Ensemble Chimes' contracts, the report relates citing papers filed with the Court. Rochelle of Bloomberg New reports that creditor Allegis Group Inc. is suspicious of the hurried sale of assets citing the lack of time to market the assets. Headquartered in Los Angeles, California, Ensemble Chimes Global - - http://www.teamecg.com/-- is a wholly-owned subsidiary of Axium International. The company is a labor management services provider whose services range from workforce acquisition to payroll, from risk mitigation to billing and invoicing. The company filed for protection under Chapter 7 of the Bankruptcy Code on Jan. 9, 2008 Bankr. C.D. Calif. Case No. 08-10376). Axium International Inc. -- http://www.axium.com/-- provides payroll solutions for production. It offers various financial services and technology for the entertainment industry through Axium Global and Axium Global Workforce. It serves companies ranging from mid-market to Fortune 500. Axium International has offices in Los Angeles, New York, Burbank, Hollywood, Las Vegas, Toronto, Vancouver and London. The company filed for protection under Chapter 7 of the Bankruptcy Code on Jan. 8, 2008 (Bankr. C.D. Calif. Case No. 08-10277). Howard M. Ehrenberg, a partner at SulmeyerKupetz, has been appointed as Chapter 7 Trustee. BAUSCH & LOMB: Inks Definitive Agreement to Acquire Eyeonics ------------------------------------------------------------ Bausch & Lomb Inc., the global eye health company, disclosed Sunday that it has entered into a definitive agreement to acquire eyeonics inc., a rapidly growing, privately held ophthalmic medical device company headquartered in Aliso Viejo, Calif. Financial terms of the transaction, which is expected to close during the first quarter of 2008 subject to standard regulatory approval, were not disclosed. Upon completion of the acquisition, eyeonics' operations will become part of Bausch & Lomb's surgical business, which offers a complete line of standard intraocular lenses, phacoemulsification equipment, vitreoretinal and refractive products to ophthalmologists worldwide. The U.S. surgical business will be led by J. Andy Corley, eyeonics' co-founder, chairman, and chief executive officer. eyeonics, founded in 1998, developed and markets the crystalens intraocular lens, the first and only U.S. Food and Drug Administration-approved accommodating IOL for the treatment of cataracts. The crystalens IOL replaces the eye's natural lens and has been implanted in more than 95,000 eyes worldwide. According to Bausch & Lomb, accommodation is the eye's method to achieve near-distance focusing by altering the curvature of the natural crystalline lens, allowing a person to easily read small type used in books, restaurant menus, and on computer monitors. As the natural lens ages, accommodation decreases. This results in a condition known as presbyopia for most people over age 40, for which reading glasses are commonly required. Other approved IOLs only permit focusing at a fixed distances, while the crystalens IOL mimics the accommodating characteristics of a natural lens. "This represents our first acquisition since Bausch & Lomb became a private company in a transaction led by Warburg Pincus," said Ronald L. Zarrella, chairman and chief executive officer, Bausch & Lomb. "We are excited to enter a new phase of growth and innovation, and believe the eyeonics acquisition is another sign of our commitment to delivering innovative, high-quality products to ophthalmologists and patients worldwide." Zarrella continued, "This acquisition immediately places Bausch & Lomb into the rapidly expanding premium IOL market. The crystalens technology complements our existing cataract surgical business, including our Stellaris(TM) Vision Enhancement System and our portfolio of monofocal IOLs. The acquisition also adds leadership depth, as Andy and his team bring a strong track record of product innovation and growth to the company. We look forward to their contributions as part of the Bausch & Lomb family." Bausch & Lomb discloses that in 2007, eyeonics generated revenues of approximately $34.0 million, an increase of 100.0% over the prior year revenues of approximately $17.0 million. Its crystalens IOL is estimated to represent approximately 30.0% of the presbyopic IOL market in the United States. "We expect that this transaction will lead to accelerated adoption of the crystalens IOL, given Bausch & Lomb's global sales and marketing reach and brand equity," said Andy Corley. "Through the extensive Bausch & Lomb sales and marketing organization, we expect to quickly and significantly expand the appreciation for the distinct patient benefits offered by the crystalens. In addition, the unsurpassed optics R&D expertise of Bausch & Lomb will help further advance our technology. Our entire management team is excited about becoming part of the Bausch & Lomb organization at the outset of its new partnership with Warburg Pincus. We believe Bausch & Lomb's deepened commitment to ophthalmology will further drive the crystalens IOL's market acceptance as well as growth of the entire surgical product portfolio." The crystalens IOL was approved by the FDA in November 2003. About Bausch & Lomb Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE: BOL) -- http://www.bausch.com/-- is an eye health company whose core businesses include soft and rigid gas permeable contact lenses and lens care products, and ophthalmic surgical and pharmaceutical products. Founded in 1853, the company employs more than 13,000 people worldwide and its products are available in more than 100 countries. * * * Bausch & Lomb Inc. still carries Moody's Investors Service 'B2' corporate family, 'B1' bank loan debt, 'Caa1' senior unsecured debt, and 'B2' probability of default ratings, which were last placed on Oct. 5, 2007. BAUSCH & LOMB: Projects 4th Qtr. Revenues in $654-660 Mil. Range ---------------------------------------------------------------- Bausch & Lomb Inc. disclosed Sunday certain preliminary and unaudited fourth-quarter and full-year 2007 financial metrics. While the company has not yet finalized its financial close process, including purchase accounting associated with the recently completed merger with affiliates of Warburg Pincus, it currently projects it will report fourth-quarter net sales of between $654.0 million and $660.0 million, compared to $597.6 million in the same period in 2006. The company currently projects fourth-quarter Adjusted EBITDA of between $120.0 million and $126.0 million, compared to $85.7 million in the year-ago period. For the full year, Bausch & Lomb currently projects it will report net sales between $2.513 billion and $2.519 billion, compared to $2.292 billion in 2006. The company currently projects full-year Adjusted EBITDA of between $408.0 million and $414.0 million, compared to $338.5 million in 2006. These selected financial metrics are estimates and subject to change. Bausch & Lomb's auditors have not completed their audit procedures for the year ended Dec. 29, 2007. Bausch & Lomb cautions investors not to place undue reliance on the company's preliminary financial information as herein presented. Adjusted EBITDA excludes: non-cash stock compensation expense; direct charges associated with the MoistureLoc(R) lens care solution recall; the impact of the 2007 reversal of certain Brazilian tax reserves based on amnesty granted by the tax authority; expenses incurred in connection with brand rebuilding efforts subsequent to the MoistureLoc recall; fees and other costs associated with the merger between the company and affiliates of Warburg Pincus; fees associated with the defense of product liability cases related to the MoistureLoc recall and shareholder lawsuits, as well as the cost of actual MoistureLoc claims settled; fees related to accounting investigation and enhanced audit procedures; and other adjustments. Estimated adjustments to EBITDA included in the company's current projections for the fourth quarter and full-year 2007 totaled approximately $93.0 million and $132.0 million, respectively. Such adjustments to EBITDA totaled $19.4 million and $98.4 million for the fourth quarter and full-year 2006, respectively. About Bausch & Lomb Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE: BOL) -- http://www.bausch.com/-- is an eye health company whose core businesses include soft and rigid gas permeable contact lenses and lens care products, and ophthalmic surgical and pharmaceutical products. Founded in 1853, the company employs more than 13,000 people worldwide and its products are available in more than 100 countries. * * * Bausch & Lomb Inc. still carries Moody's Investors Service 'B2' corporate family, 'B1' bank loan debt, 'Caa1' senior unsecured debt, and 'B2' probability of default ratings, which were last placed on Oct. 5, 2007. BEAZER HOMES: Robert Salomon Appointed as Chief Accounting Officer ------------------------------------------------------------------ Beazer Homes USA, Inc., Jan. 18, 2008, disclosed the appointment of Robert L. Salomon as Senior Vice President, Chief Accounting Officer and Controller, effective Feb. 11, 2008. Mr. Salomon joins Beazer Homes from homebuilding company Ashton Woods Homes, where he has served as Chief Financial Officer and Treasurer since 1998. Previously, he served with homebuilder MDC Holdings, Inc. in accounting and finance roles with increasing responsibility over a 6 year period. A Certified Public Accountant, Mr. Salomon has 24 years of financial management experience, 16 of which have been in the homebuilding industry. Mr. Salomon is a member of the American Institute of Certified Public Accountants and a graduate of the University of Iowa with a Bachelor of Business Administration. Allan P. Merrill, Executive Vice President and Chief Financial Officer said, "We are extremely pleased to welcome someone of Bob's caliber to our management team. His combination of accounting, financial management and industry experience will be extremely valuable as we manage through the current challenges in the housing market and position the Company to realize the opportunities that will arise when our markets begin to recover." About Beazer Homes Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) -- http://www.beazer.com/-- is a single-family homebuilder with operations in Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia. The company also provides mortgage origination and title services to its homebuyers. * * * As reported in the Troubled Company Reporter on Nov 1, 2007, Standard & Poor's Ratings Services ratings on Beazer Homes USA Inc. (B+/Watch Neg/--) will remain on CreditWatch with negative implications until the extent of pending restatements tied to its recently completed internal investigation are finalized and the company files all financial statements with the SEC. As reported in the Troubled Company Reporter on Oct 16, 2007, Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default Rating to 'BB-' from 'BB'. BELO CORP: Board OKs Spin-Off Via Tax-Free Stock Dividend Payout ---------------------------------------------------------------- Belo Corp. said that its Board of Directors has approved details of the company's previously-announced plan to create separate television and newspaper businesses through the spin-off of its newspapers and related assets into a publicly-traded company called A. H. Belo Corporation. The transaction will be completed through a special tax-free stock dividend distribution to shareholders on all outstanding shares of Belo Corp. common stock. The board has established the close of business on Jan. 25, 2008, as the record date and set a distribution ratio of 0.20 A. H. Belo shares for each share of Belo Corp. The distribution of A. H. Belo common stock is expected to occur on Feb. 8, 2008 to Belo Corp. shareholders of record. Series A common stock of A. H. Belo will begin regular trading on the New York Stock Exchange under the ticker symbol AHC on Feb. 11, 2008, and Series A common stock of Belo Corp. will continue to trade on the NYSE under the ticker symbol BLC. No fractional AHC shares will be distributed and cash will be paid in lieu of fractional shares. Belo Corp. has requested a ruling from the Internal Revenue Service indicating that the spin-off will qualify as a tax-free distribution to Belo Corp. shareholders for U.S. federal income tax purposes. The company expects to receive the ruling, which is a condition to the spin-off, by the end of the month. Any cash received by a Belo Corp. shareholder in lieu of fractional AHC shares will be taxable. Belo Corp.'s Series A common stock will continue to trade "regular way" (inclusive of the A. H. Belo Series A common stock distribution) throughout the period leading up to and including the distribution date. Holder of Belo Corp.'s Series A common stock who sells shares "regular way" on or before the distribution date will also be selling the entitlement to receive shares of A. H. Belo Series A common stock on the distribution date. On the first day of trading following the distribution date, shares of Belo Corp. Series A common stock will trade without the benefit of the A. H. Belo Series A common stock distribution, and A. H. Belo Series A common stock will begin to trade independently on a "regular way" basis. Shares To Trade on "When Issued" Basis by Jan. 23 Belo Corp. has been advised by the NYSE that shares of AHC and BLC are expected to begin trading on a "when issued" basis on Jan. 23, 2008, two business days prior to the record date, and continue through the distribution date of Feb. 8, 2008. If "when issued" markets develop, then "when issued" AHC shares will be traded under the symbol "AHC wi". "When issued" BLC shares, which will not include an entitlement to receive AHC shares in the stock dividend distribution, will be traded under the symbol "BLC wi". Investors are encouraged to consult with their financial advisors regarding the specific implications of trading AHC or BLC common stock on or before the distribution date. The distribution ratio of 0.20 means that there will be about 17.6 million shares of A. H. Belo Series A shares outstanding at the spin-off and about 2.9 million shares of A. H. Belo Series B shares outstanding. Although A. H. Belo Series B shares do not trade on any exchange, they are convertible into Series A shares at any time on a one-to-one basis. "This is an exciting step in Belo's strategic plan to enhance shareholder value by creating separate television and newspaper companies that will be very focused and responsive to changing industry dynamics," said Robert W. Decherd, Chairman and Chief Executive Officer. "We remain committed to delivering the highest quality news and information to our loyal audiences and advertisers as we finalize the spin-off. The transaction will deliver many benefits by the flexibility it affords to both companies." Following the spin-off, Belo Corp. currently plans to pay an annual dividend of approximately $0.30 per share, paid quarterly, and A. H. Belo currently plans to pay an annual dividend of approximately $1.00 per share, paid quarterly, after adjusting for the 0.20 distribution ratio. The actual amount and timing of each dividend are subject to final determination by the boards of the two companies. No action is required by Belo Corp. shareholders to receive their A. H. Belo common stock and Belo Corp. shareholders will not be required to surrender or exchange their shares. Registered owners of Belo Corp. Series A common stock who are entitled to receive the distribution will receive a book entry statement from The Bank of New York Mellon reflecting their ownership of A. H. Belo Series A common stock. Holders of Belo Corp. Series A stock who hold their shares through a bank, broker or other entity will have their brokerage account credited with the A. H. Belo Series A common stock. Physical stock certificates for Series A common stock will not be issued unless a shareholder requests certificates from the transfer agent and provides the required information. Registered owners of Belo Corp. Series B common stock who are entitled to receive the distribution of A. H. Belo Series B common stock will receive physical stock certificates. Completion of the distribution is subject to customary conditions set forth in a separation and distribution agreement to be filed with the U.S. Securities and Exchange Commission as an exhibit to A. H. Belo's information statement on Form 10. After the record date, Belo Corp. will mail an information statement to all holders of Belo Corp. common stock, which will include: -- information regarding the procedures by which the distribution will be effected, -- the business and management of A. H. Belo following the distribution, and -- other information of interest to Belo Corp. and A. H. Belo shareholders. The information statement will also be available through the SEC's Web site -- http://www.sec.gov-- and on the Belo Corp. and A. H. Belo Web sites at -- http://www.belo.com/-- and -- http://www.ahbelo.com/ About Belo Corp. Belo Corp. -- http://wwwbelo.com/-- is a media company with a diversified group of market-leading television, newspaper, cable and interactive media assets. The company operates in Texas, the Northwest, the Southwest, the Mid-Atlantic and Rhode Island. Belo owns 20 television stations, six of which are in the 15 largest U.S. broadcast markets. The company also owns or operates six cable news stations and manages one television station through a local marketing agreement. Belo's daily newspapers are The Dallas Morning News, The Providence Journal, The Press-Enterprise (Riverside, CA) and the Denton Record-Chronicle (Denton, TX). The company also publishes specialty publications targeting young adults, and the fast-growing Hispanic market, including Quick and Al Dia in Dallas/Fort Worth, and El D and La Prensa in Riverside. Belo operates more than 30 Web sites associated with its operating companies. Belo is a Fortune 1000 company with 7,000 employees and approximately $1.6 billion in annual revenues. * * * As reported in the Troubled Company Reporter on Oct. 19, 2007, Moody's Investors Service downgraded Belo Corp.'s senior unsecured ratings to Ba1 from Baa3 and assigned the company a Ba1 Corporate Family rating and Ba1 Probability of Default rating. The downgrade reflects (1) Moody's expectation that Belo's free cash flow-to-debt has limited scope for improvement due to revenue pressure in the newspaper business and will remain below the 10% level that was anticipated in the Baa3 rating; and (2) Moody's belief that the company's reliance on a bank facility with a MAC clause to fund the significant $350 million November 2008 note maturity is a liquidity profile consistent with a speculative- grade rating. BUFFETS HOLDINGS: To Restructure Balance Sheet Under Chapter 11 --------------------------------------------------------------- Buffets Holdings Inc., and all of its subsidiaries, yesterday filed for protection under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the District of Delaware. The company said that it filed for bankruptcy in order to restructure its balance sheet and strengthen its financial performance. All 626 restaurants in 39 states are open for business as usual, and it is anticipated that management and staff will be paid as usual and will continue to deliver the highest quality food, service and value to the company's guests. All group reservations are being honored as usual and it is anticipated that all other customer programs and policies, including those pertaining to direct mail coupons and email coupons, Senior Cards, Gift Cards and special promotions, will remain in effect. The company intends to use the reorganization process to take additional action to improve its customers' dining experience and help drive revenue growth and enhanced profitability across its restaurant brands. Mike Andrews, Chief Executive Officer of Buffets Holdings, said: "Our dedication to providing our guests with the highest quality food and service remains as strong as ever. We do not anticipate any significant disruptions to our business during the restructuring process. We intend to pay our vendors promptly for all goods and services provided after the Chapter 11 filing. We expect that our 37,000 team members will continue to receive their pay and benefits as usual and I know they will continue to provide outstanding meals and service to our guests." He continued, "We intend to use this reorganization process to make the company stronger and more financially secure as we continue to contend with the current challenging operating environment. This restructuring is driven primarily by the need to reduce the amount of debt on our balance sheet. We also intend to take action to further enhance efficiency and profitability across the organization. This will include performing a thorough review of all underperforming locations over the next several months to determine if they can meet our long-term objectives." The company believes that a variety of external economic factors led to a decline in recent operating performance. The leading factor has been a significant decline in discretionary spending among its core customers. Higher gasoline and energy costs, increased debt service loads due to rate increases on adjustable rate mortgages, lower consumer confidence and the general economic downturn have been the greatest consumer strains. The disappearance of readily available credit has compounded their burden, caused by the collapse of the sub-prime mortgage market, stagnant home valuations, and lower available home equity due to previous consumer refinancing efforts. Additionally, the increases in labor costs due to increases in minimum wage rates, food costs and energy expenses have materially increased the company's costs. DIP Financing To fund its continuing operations during the restructuring, Buffets Holdings has secured a $385 million debtor-in- possession financing facility from several financial institutions in its current bank group. Subject to court approval, the DIP credit facility, which includes $85 million of new funding to supplement $300 million carried over from the company's pre-petition credit facility, will be used to enhance the company's liquidity during the reorganization process. The DIP facility will bear interest at the same rate as the pre-petition credit facility did under the forbearance agreement reached with the bank lenders several weeks ago. The remaining balance of the company's $640 million pre-petition credit facility and the $300 million 12.5% senior notes due Nov. 1, 2014 remain as outstanding obligations. First Day Motions Buffets Holdings has filed several "First Day Motions" in the Bankruptcy Court to support its employees, vendors, customers and other stakeholders and to ensure that the company will continue to provide a full range of food offerings in all of its restaurants, meet its post-filing obligations to local and national vendors, and honor its coupons, Senior Cards, Gift Cards and other customer promotions. Buffets Holdings' legal advisor is Young Conaway Stargatt & Taylor, LLP. The company's financial advisors are Houlihan Lokey Howard & Zukin Capital, Inc. and Kroll Zolfo Cooper LLC. About Buffets Holdings Headquartered in Eagan, Minn., Buffets Holdings Inc. -- http://www.Buffet.com/-- is the parent company of Buffets Inc., a steak-buffet restaurant company, which currently operates 626 restaurants in 39 states, comprised of 615 steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse(R) restaurants, and franchises sixteen steak- buffet restaurants in six states. The restaurants are principally operated under the Old Country Buffet(R), HomeTown Buffet(R), Ryan's(R) and Fire Mountain(R) brands. Buffets Inc. employs approximately 37,000 team members and serves approximately 200 million customers annually. BUFFETS HOLDINGS: Case Summary & 40 Largest Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Buffets Holdings, Inc. 1460 Buffet Way Eagan, MN 55121 Bankruptcy Case No.: 08-10141 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Buffets, Inc. and Buffets Holdings, Inc. 08-10142 HomeTown Buffet, Inc. and Buffets 08-10143 Holdings, Inc. O.C.B. Restaurant Co., L.L.C. and 08-10144 Buffets Holdings, Inc. O.C.B. Purchasing Co. and Buffets 08-10145 Holdings, Inc. Buffets Leasing Co., L.L.C. and 08-10146 Buffets Holdings, Inc. Ryan's Restaurant Group, Inc. and Buffets 08-10147 Holdings, Inc. Buffets Franchise Holdings, L.L.C. and 08-10148 Buffets Holdings, Inc. HomeTown Leasing Co., L.L.C. and Buffets 08-10149 Holdings, Inc. Tahoe Joe's, Inc. and Buffets Holdings, 08-10150 Inc. O.C.B. Leasing Co., L.L.C. and 08-10151 Buffets Holdings, Inc. Big R Procurement Co., L.L.C. and Buffets 08-10152 Holdings, Inc. Ryan's Restaurant Leasing Co., L.L.C. and 08-10153 Buffets Holdings, Inc. Fire Mountain Restaurants, L.L.C. and 08-10154 Buffets Holdings, Inc. Ryan's Restaurant Management Group, L.L.C. 08-10155 and Buffets Holdings, Inc. Tahoe Joe's Leasing Co., L.L.C. and 08-10156 Buffets Holdings, Inc. Fire Mountain Leasing Co., LLC and 08-10157 Buffets Holdings, Inc. Fire Mountain Management Group, L.L.C. 08-10158 and Buffets Holdings, Inc. Type of Business: The Debtor is the parent company of Buffets Inc., a steak-buffet restaurant company, which operates 626 restaurants in 39 states, comprised of 615 steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse(R) restaurants, and franchises sixteen steak-buffet restaurants in six states. The restaurants are principally operated under the Old Country Buffet(R), HomeTown Buffet(R), Ryan's(R) and Fire Mountain(R) brands. Buffets Inc. employs approximately 37,000 team members and serves approximately 200 million customers annually. See http://www.Buffet.com/ Chapter 11 Petition Date: January 22, 2008 Court: Mary F. Walrath Judge: District of Delaware (Delaware) Debtors' Counsel: Joseph M. Barry, Esq. Pauline K. Morgan, Esq. Young, Conaway, Stargatt & Taylor, L.L.P. 1000 West Street, 17th Floor, P.O. Box 391 Wilmington, DE 19899-0391 Tel: (302) 571-6600 Fax: (302) 571-1253 Consolidated Financial Condition as of September 19, 2007: Total Assets: $963,538,000 Total Debts: $1,156,262,000 Consolidated List of Debtors' 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank National Association notes $321,050,000 Association Corporate Trust Services (indenture trustee as of the petition date) Attention: Timothy Sandell, Vice-President U.S. Bank National Association Corporate Trust Services 60 Livingston Avenue Tel: (651) 495-3959 Fax: (651) 495-8100 --and-- H.S.B.C. Bank U.S.A., N.A. Corporate Trust & Loan Agency (successor indenture trustee effective February 7, 2008 Attention: Sandra E. Horwitz 10 East 40th Street, 14th Floor New York, NY 10016 Tel: (212) 525-1358 Fax: (212) 525-1366 Attention: Dennis J. Drebsky, Esq. Nixon Peabody, L.L.P. 437 Madison Avenue New York, NY 10022 Tel: (212) 940-3091 Fax: (866) 678-8786 North Star Foodservice, Inc. trade $8,697,888 Attention: Bill Murray 9399 West Higgins Road Rosemont, IL 60018 Tel: (847) 720-8080 Fax: (847) 720-8099 W.B. Doner and Co. advertising $4,727,725 Attention: Craig Saladino 3325 West Figarden Drive Fresno, CA 93711 Tel: (800) 248-8089 Fax: (559) 256-4600 Van Eerden Distribution Co. trade $2,017,205 Attention: Dan Van Eerden 650 Iona Avenue, Southwest P.O. Box 3110 Grand Rapids, MI 49501 Tel: (616) 475-7402 Fax: (616) 774-3973 BiRite Foods trade $1,987,306 Attention: Steve Berulich 123 South Hill Drive Brisbane, CA 94005-1203 McDonald Wholesale Co. trade $1,570,266 Attention: Jake VanderVeen 2350 West Broadway Eugene, OR 97402 Tel: (541) 345-8421 (ext.) 276 Fax: (541) 284-1645 Feesers, Inc. trade $1,415,517 Attention: Denny Layton 5561 Grayson Road Harrisburg, PA 17111 Tel: (717) 564-4636 Fax: (717) 558-7450 Upper Lake Foods, Inc. trade $1,261,656 Attention: Jim Bradshaw 801 Industry Avenue Tel: (218) 879-7265 Fax: (218) 879-1406 Shamrock Foods Co. trade $1,162,458 Attention: Jeff Peitzmeier 5199 Ivy Street Commerce City, CO 80022 Tel: (800) 289-3595 (ext.) 8293 Fax: (303) 288-5667 Sunrise Produce trade $1,014,934 Attention: Paul Carone P.O. Box 227220 Commerce, CA 90022 Tel: (323) 726-3838 Fax: (323) 582-5222 Piazza Produce trade $845,140 Attention: Pete Piazza P.O. Box 68931 5941 West 82nd Street Indianapolis, IN 46268-0931 Tel: (317) 872-0101 Fax: (317) 870-8784 Haag Food Service, Inc. trade $735,460 Attention: Mike Strieker 300 North Haag Street Breese, IL 62230-1758 Tel: (618) 526-3133 Fax: (618) 526-7596 Daylight Foods, Inc. trade $717,434 Attention: Chris Viahopouliotis Daylight Produce 2970 Daylight Way San Jose, CA 95111 Tel: (408) 284-7300 (ext.) 105 Fax: (408) 284-7307 Sysco Food Service trade $663,377 Attention: Debbie Martin Sysco Corp. 20701 East Currier Road Walnut, CA 91789 Tel: (909) 595-9595 Fax: (909) 594-0565 Thurston Foods, Inc. trade $605,911 Attention: Kevin Brown 30 Thurston Drive P.O. Box 744 Wallingford, CT 06492 Tel: (809) 982-1227 Fax: (203) 284-0712 Edward Don Co. trade $462,332 Attention: Gary Siegel 2500 South Harlem Avenue North Riverside, IL 60546 Tel: (708) 883-8895 Fax: (708) 883-8230 Hartford Specialty/Specialty services $408,222 Risk Services, L.L.C. Attention: Thomas R. Sullivan, Sr., Vice-President Goodwin Square, 16th Floor 690 Asylum Avenue Hartford, CT 06103 Fax: (856) 547-5712 DiCarlo Distributors, Inc. trade $370,565 Attention: Michael DiCarlo 630 North Ocean Avenue Holtsville, NY 11742 Tel: (631) 758-6000 (ext.) 131 Fax: (631) 758-6096 R.S.I. Construction Services trade $339,082 999 Polaris Parkway, Suite 111 Columbus, OH 43240 Tel: (614) 885-9707 Fax: (614) 880-0150 SSS Brown FoodService, Inc. Trade $337,695 Attention: Wayne Brown Louisa, KY 41230-0690 Tel: (606) 638-1139 Fax: (606) 638-1130 Renzi Brothers Inc. Trade $326,857 Attention: David Renzi 948 Bradley Street P.O. Box 23 Watertown, NY 13601 Tel: (315) 788-5610 ext. 105 Fax: (315) 788-9097 Yancey's Food Service Supplier Trade $311,579 Attention: Greg Yancey 5820 Piper Drive Loveland, CO 80538 Tel: (970) 613-4333 ext. 306 Fax: (970) 613-4334 V. Marchese Inc. Trade $296,937 Attention: Jack Wertz 613 South 2nd Milwaukee, WI 53204 Tel: (800) 538-8838 Fax: (414) 289-0833 Bain & Company Inc. Services $279,072 P.O. Box 11321 Boston, MA 02211 Tel: (312) 541-9500 Fax: (312) 541-0089 Greenville County, South Taxes $261,521 Carolina P.O. Box 19114 Greenville, SC 29602-9114 Tel: (864) 467-5673 Fax: (864) 467-7358 EcoLab Trade $253,137 Attention: Troy Dahl 655 Lone Oak Drive, 2nd Floor Eagan, MN 55121 Tel: (651) 204-2645 Fax: (651) 204-2602 Phoenix Wholesale Food Service Trade $240,244 Impact Group Trade $228,856 G.E. Capital Solutions Lease $225,123 Waynetown Associates Lease $208,403 T&T Produce Trade $207,846 Blue Cross Blue Shield SC Services $205,899 J. Ambrogi Foods Trade $189,592 Bix Produce Trade $185,594 Sirna & Sons Mainline Produce Trade $183,989 Service Management Group Trade $173,218 OK Produce Trade $157,520 Blue Cross Blue Shield Services $146,755 Minnesota Mento Produce Trade $138,340 BUFFETS INC: S&P Changes Rating to 'D' on Parent's Bankruptcy ------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating on Buffets Inc.'s $640 million first-lien senior secured credit facility based on the voluntary filing for reorganization under Chapter 11 of the U.S. Bankruptcy Code by the company's parent, Buffets Holdings Inc. S&P lowered the rating on the facility to 'D' (the same as the corporate credit rating on Buffets Inc.) from 'CC', and revised the recovery rating to '3', indicating S&P's expectation that the senior secured lenders can expect meaningful recovery (50-70%) in the reorganization process, from '2'. "The lower recovery rating reflects our belief that the reorganized enterprise value will be lower than previously anticipated as EBITDA has fallen precipitously in the past year," explained Standard & Poor's credit analyst Charles Pinson-Rose. Conceivably, the company could improve EBITDA by closing poorly performing stores, but continued traffic declines and cost pressures would likely strain operating margins and minimize any effects from a store base rationalization. S&P maintains the emergence total enterprise value multiple of 4.0x and that administrative claims will account for 5% of the reorganized entity's value. CABELA CREDIT: Moody's Puts Ba2 Rating on Class D Notes ------------------------------------------------------- Moody's Investors Service assigned definitive ratings to the Series 2008-I notes issued out of Cabela's Credit Card Master Note Trust. The complete rating actions are: Issuer: Cabela's Credit Card Master Note Trust -- $202,650,000 Class A-1 Fixed Rate Asset-Backed Notes, Series 2008-I, rated Aaa -- $229,850,000 Class A-2 Floating Rate Asset-Backed Notes, Series 2008-I, rated Aaa -- $29,000,000 Class B-1 Fixed Rate Asset-Backed Notes, Series 2008-I, rated A2 -- $6,000,000 Class B-2 Floating Rate Asset-Backed Notes, Series 2008-I, rated A2 -- $21,250,000 Class C-2 Floating Rate Asset-Backed Notes, Series 2008-I, rated Baa2 -- $11,250,000 Class D Floating Rate Asset-Backed, Series 2008-I, rated Ba2 Structure The ratings on the notes are based on the relatively high credit quality of the underlying pool of credit card receivables, and the transaction's structural protections, including early amortization trigger events, interest rate swap agreements, and credit enhancement derived mainly from subordination. Collateral The Trust collateral consists of a certificate (Series 2004-1) issued out of Cabela's Master Credit Card Trust. This certificate represents an undivided interest in an underlying pool of unsecured, revolving co-branded VISA credit card receivables. Compared to performance measures tracked by Moody's Credit Card Indices, the Trust receivables have low charge-off rates and high principal payment rates. Origination and Servicing Cabela's Incorporated originates and services its approximate $1.8 billion credit card program through a wholly-owned, unrated subsidiary, World's Foremost Bank. WFB is a limited purpose credit card bank, with servicing operations located in Lincoln, Nebraska. The Company Cabela's, is a public retail company headquartered in Sidney, Nebraska. Cabela's was established in 1961 and sells outdoor apparel, camping, hunting, and fishing supplies through its mail order catalogs, twenty-six retail superstores located across the United States, outlet stores, and its web site. CENTRIX FINANCIAL: Judge Brown Approves Disclosure Statement ------------------------------------------------------------ The Honorable Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado approved Centrix Financial LLC and its debtor-affiliates' Disclosure Statement describing their Chapter 11 Plan of Reorganization. The plan, in summary, proposes that the liabilities and properties of Debtors' estates be substantively consolidated. Among other things: (i) all Debtors' Chapter 11 cases shall be consolidated into the case of Centrix Financial LLC as a single consolidated case; (ii) all property of the estate of each Debtor shall become property of the estate of Centrix Financial LLC; and (iii) all claims against each Debtor shall become claims against Centrix Financial LLC. The plan contemplates the liquidation of all estate assets. Unless a creditor agrees to a different treatment, all allowed administrative claims, priority tax claims, and other priority claims will be paid in full on the effective date of the plan. Secured tax claims and other secured claims will be paid to the extent of the value of the claim holder's interest in the property subject to the lien, or as otherwise determined by the Court. Unsecured claims will be paid from proceeds of litigation and the monetization of other estate assets. Equity will be canceled, and the members or shareholders will receive no property or distributions under the plan. The plan creates a liquidating trust, of which all assets of the Debtors will be transferred to, on the effective date. The trustee of the liquidating trust will be responsible for the payment of all claims, the pursuit of all claim objections, and the collection of any remaining assets. The trustee will be also be subject to the oversight of a beneficiary committee, which consists of members of the Official Committee of Unsecured Creditors who wish to serve. The Beneficiary Committee will have the powers listed in the plan, as well as any other powers necessary to carry out the powers enumerated in the plan. The Court reminds that all holders of all claims against the Debtors must submit ballots accepting or rejecting the Plan on March 4, 2008, at 5:00 p.m., to the: Balloting Agent Kurtzman, Carson Consultants LLC Attn: Travis Vandell 2335 Alaska Avenue El Segundo, CA 90245 About Centrix Financial Based in Reno, Nevada, Centrix Financial LLC provides subprime auto loans. Centrix and its affiliates filed separate Chapter 11 petitions on Sept. 19, 2006 (Bankr. Dist. Nev. Lead Case No. 06- 50631). CMGN LLC, one of the affiliates, filed its Chapter 11 petition on Sept. 4, 2006 (Bankr. Dist. Nev. Case No:06-50631). Three of Centrix Financial's creditors, IFC Credit Corporation, Suntrust Leasing, and Wells Fargo Equipment Finance, had filed involuntary chapter 11 petition against the Debtors on Sept. 15, 2006 (Bankr. Dist. Colo. Case No. 06-16403). The Creditors assert they are owed more than $4.6 million. Lee M. Kutner, Esq., at Kutner Miller, P.C., and David von Gunten, Esq., at Von Gunten Law LLC, represent the creditor petitioners. The Debtors' cases has been consolidated and transferred on Sept. 27, 2006 (Bankr. Dist. Colo. Lead Case No. 06-16403). Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and Sean T. Cork, Esq., at Squire, Sanders & Dempsey, L.L.P.; and Lawrence Bass, Esq., and Elizabeth K. Flaagan, Esq., at Holme Roberts & Owen LLP, represent the Debtors. The Official Committee of Unsecured Creditors is represented by Douglas W. Jessop, Esq., and Kerstin E. Kass, Esq., at Jessop & Company, P.C., and Michael P. Richman, Esq., at Foley & Lardner LLP. Kurtzman Carson Consultants LLC is the Debtors' claims agent. In schedules filed with the Court, Centrix Financial disclosed total assets of $23,928,171 and total debts of $109,189,359. CENTRIX FINANCIAL: Plan Confirmation Hearing Set for March 14 ------------------------------------------------------------- The Honorable Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado set a hearing on March 14, 2008, at 9:30 a.m., to consider confirmation of Centrix Financial LLC and its debtor-affiliates' Chapter 11 Plan of Reorganization. Based in Reno, Nevada, Centrix Financial LLC provides subprime auto loans. Centrix and its affiliates filed separate Chapter 11 petitions on Sept. 19, 2006 (Bankr. Dist. Nev. Lead Case No. 06- 50631). CMGN LLC, one of the affiliates, filed its Chapter 11 petition on Sept. 4, 2006 (Bankr. Dist. Nev. Case No:06-50631). Three of Centrix Financial's creditors, IFC Credit Corporation, Suntrust Leasing, and Wells Fargo Equipment Finance, had filed involuntary chapter 11 petition against the Debtors on Sept. 15, 2006 (Bankr. Dist. Colo. Case No. 06-16403). The Creditors assert they are owed more than $4.6 million. Lee M. Kutner, Esq., at Kutner Miller, P.C., and David von Gunten, Esq., at Von Gunten Law LLC, represent the creditor petitioners. The Debtors' cases has been consolidated and transferred on Sept. 27, 2006 (Bankr. Dist. Colo. Lead Case No. 06-16403). Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and Sean T. Cork, Esq., at Squire, Sanders & Dempsey, L.L.P.; and Lawrence Bass, Esq., and Elizabeth K. Flaagan, Esq., at Holme Roberts & Owen LLP, represent the Debtors. The Official Committee of Unsecured Creditors is represented by Douglas W. Jessop, Esq., and Kerstin E. Kass, Esq., at Jessop & Company, P.C., and Michael P. Richman, Esq., at Foley & Lardner LLP. Kurtzman Carson Consultants LLC is the Debtors' claims agent. In schedules filed with the Court, Centrix Financial disclosed total assets of $23,928,171 and total debts of $109,189,359. CHARTERHOUSE BOISE: IRS Wants Assets Liquidated to Pay Tax Bills ---------------------------------------------------------------- The Internal Revenue Service, through the U.S. Attorney's Office in Boise, has asked the U.S. Bankruptcy Court for the District of Idaho to end Charterhouse Boise Downtown Properties LLC's chapter 11 protection and instead liquidate assets, Joe Estrella of the Idaho statesman reports. According to Mr. Estrella, the IRS claims that the Debtor has failed to: * make quarterly deposits of money withheld from employees to cover income taxes; * deliver the money withheld from employees for unemployment insurance taxes; and * file quarterly returns for six consecutive quarters. Mr. Estrella adds that founder Gary Rogers declined to comment on the matter. Based in Boise, Idaho, Charterhouse Boise Downtown Properties LLC develops real estate. The company filed for Chapter 11 protection on Aug. 1, 2007 (Bankr. D. Idaho Case No. 07-01199). Thomas James Angstman, Esq. at Angstman, Johnson & Associates, represents the Debtor in its restructuring efforts. The Debtor also chose John E. Woodbery, Esq., at Woodbery Law Group, P.S., as its local counsel. The Debtor's schedules of assets and liabilities showed total assets of $10,735,293, and $12,369,052 in total debts. CIENA CORP: Plans to Increase Authorized Common Shares by 150 Mil. ------------------------------------------------------------------ Ciena Corporation is seeking shareholder approval of its proposal to increase its number of authorized shares of common stock from 140 million to 290 million, the company disclosed in a regulatory filing with the Securities and Exchange Commission. Ciena's shareholders will be having its annual meeting on March 26, 2008, at the Baltimore Marriott Waterfront Hotel in Baltimore, Maryland. The common stock increase is one of the four proposals the company's Board of Directors has presented for votation at the shareholders' meeting. The proposal includes a corresponding increase in the number of shares of authorized capital stock from 160 million to 310 million shares. Ciena noted that it is not proposing an increase in the number of authorized shares of preferred stock. As of Dec. 31, 2007, there were 87,027,070 shares of Ciena common stock outstanding. In addition, as of that date: (i) options to purchase 6,091,593 shares were outstanding under the company's equity compensation plans; and (ii) stock awards, including restricted stock units, performance stock units and performance accelerated restricted stock units, representing 1,881,221 shares were outstanding under the company's equity compensation plans. The company's board grants stock options, stock awards, and other forms of equity-based compensation only under Ciena's 2000 Plan. As of Dec. 31, 2007, there were 2,683,428 shares available for future grant under this plan, excluding the effect of the evergreen provision. Under the terms of the evergreen provision, the number of shares authorized for issuance under the 2000 Plan will increase by 5.0% of the number of Ciena shares issued and outstanding on January 1 of each year, unless reduced. No additional shares have been added to the Plan since Jan. 1, 2004. At Dec. 31, 2007, Ciena's Employee Stock Purchase Plan had 3,571,428 shares of common stock available for purchase. Under the ESPP, the number of shares available will increase by up to 571,428 shares on December 31 of each year, provided that the total number of shares available under the ESPP at any time may not exceed 3,571,428 shares. Pursuant to this evergreen provision, the maximum number of shares that may be added to the ESPP during the remainder of its ten-year term is 2,857,140. As of Dec. 31, 2007, Ciena also had 21,439,976 shares, in the aggregate, reserved for issuance upon conversion of its three outstanding issues of convertible debt and 344 shares underlying outstanding warrants. Thus, at Dec. 31, 2007, there were 38,525,130 shares reserved for issuance. The company's board believes that the increase is advisable in light of the significant growth of Ciena's business in recent years. According to the board, having the additional shares authorized and available for issuance will in the future permit greater flexibility in considering actions that may be desirable or necessary to accommodate the company's business plan. About Ciena Corp. Headquartered in Linthicum, Maryland, Ciena Corporation provides network solutions to telecommunications service providers. The company had revenues of approximately $780 million for fiscal 2007. * * * As reported in the Troubled Company Reporter on Dec. 20, 2007, Moody's Investors Service changed Ciena Corp.'s ratings outlook to stable from negative and affirmed the company's B2 corporate family rating. Additionally, Moody's affirmed the company's B2 senior unsecured rating for the company's $542 million 3.75% convertible debt due February 2008. The change in outlook reflects the company's improved operating performance and cash generation capabilities as well as the improved positioning of the company's product portfolio enabling the company to compete in current optical networking markets. COMPLETE VITAL: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Complete Vital Care, Inc. P.O. Box 2264 Natchitoches, LA 71457 Bankruptcy Case No.: 08-80075 Type of Business: The Debtor manufactures medical equipment. Chapter 11 Petition Date: January 21, 2008 Court: Western District of Louisiana (Alexandria) Debtor's Counsel: Bradley L. Drell, Esq. Gold, Weems, Bruser, Sues & Rundell P.O. Box 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Total Assets: $5,138,926 Total Debts: $2,309,448 Debtor's 19 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Louisiana Medicaid $1,000,000 P.O. Box 3396 Baton Rouge, LA 70821 U.S.A./I.R.S. $170,000 Centralized Insolvency Operations P.O. Box 21126 Philadelphia, PA 19114-032 I.R.S. $77,806 3007 Knight, Suite 100 Shreveport, LA 71105 Lifeshare Blood $77,494 Gulf South $77,208 Invacare $57,074 F.F.F. $53,028 Louisiana Departement of $40,000 Revenue Rapides Parish Sales & Use Tax $40,000 Cardinal Health Medical $22,778 Products American Express $22,766 Novis Pharmacuticals $20,267 Medica Spec $17,986 Natchitoches Par. Sheriffs $17,464 Tax Collector Caddo Tax Comm $12,000 Smiths $11,057 U.S. Med $10,298 Johnson, Thomas & Cunningham $10,000 Chevron & Texco Card $8,653 COUNTRYWIDE FINANCIAL: Grants Retention Awards to 5 Executives -------------------------------------------------------------- In connection with its recent signing of a merger agreement with Bank of America Corporation, Countrywide Financial Corp. approved the grant of certain retention awards to Eric P. Sieracki, David Sambol, Ranjit M. Kripalani and Carlos M. Garcia, who, along with Angelo R. Mozilo, currently consist of Countrywide's named executive officers. Messrs. Sieracki, Sambol, Kripalani and Garcia will be awarded: (a) retention incentive payments in respect of their annual bonus awards for Countrywide's 2007 fiscal year payable on March 15, 2008, subject to the executive officer's continued employment with Countrywide through such date; and (b) cash-settled restricted stock units, which will be granted on Feb. 1, 2008. These RSUs will vest as to 50% of the units granted on Feb. 1, 2009, and 25% of the units granted on each of Feb. 1, 2010 and Feb. 1, 2011, and will otherwise have terms that are consistent with the cash- settled restricted stock units granted by Countrywide to certain employees in November 2007 under a previously approved retention program, including, among others, accelerated vesting in full on a change of control of Countrywide. The retention incentive payments and RSUs to be awarded or granted, as applicable, to each of the executive officers are: Retention Incentive Name Payments RSUs ---- --------- ---- Eric P. Sieracki $1,500,000 148,945 David Sambol $1,935,000 335,126 Ranjit M. Kripalani $2,500,000 111,709 Carlos M. Garcia $1,450,000 148,945 For purposes of calculating severance benefits under Mr. Sambol's employment agreement with Countrywide and, with respect to Messrs. Sieracki, Kripalani and Garcia, under Countrywide's Amended and Restated Change in Control Severance Plan, the retention incentive payments will be considered the "bonus and/or incentive award" with respect to Countrywide's 2007 fiscal year. BofA Deal As reported in the Troubled Company Reporter on Jan. 15, 2008, Countrywide signed a definitive agreement dated as of Jan. 11, 2008, to sell its business to Bank of America Corporation in an all-stock transaction worth approximately $4 billion. Under the terms of the agreement, shareholders of Countrywide would receive .1822 of a share of Bank of America stock in exchange for each share of Countrywide. The purchase is expected to close in the third quarter of 2008 and to be neutral to Bank of America earnings per share in 2008 and accretive in 2009, excluding merger and restructuring costs. The Merger Agreement contains certain termination rights for Countrywide and Bank of America, as the case may be, applicable upon: -- final, non-appealable denial of required regulatory approvals; -- the first anniversary of the date of the Merger Agreement if the Merger has not been completed by that time; -- a breach by the other party that is not or cannot be cured within 30 days' notice of such breach if such breach would result in a failure of the conditions to closing stated in the Merger Agreement; -- a failure by the Board of Directors of Countrywide to recommend the Merger to its stockholders or a breach by Countrywide of its obligations in any material respect regarding any alternative business combination proposals; and, -- if after the Countrywide stockholders have voted to not approve the Merger, the other party has engaged in a bad faith breach of its obligation to use reasonable best efforts to negotiate a restructuring of the transaction and to resubmit the transaction to Countrywide's stockholders for approval. In addition, the Merger Agreement provides that, in connection with the termination of the Merger Agreement under specified circumstances, Countrywide may be required to pay Bank of America a termination fee equal to $160 million. Equity Investment As reported in the Troubled Company Reporter on Aug. 24, 2007, Countrywide entered into an investment agreement with Bank of America, N.A., a subsidiary of Bank of America, and certain ancillary agreements pursuant to which, among other things, Countrywide issued and sold to Bank of America, N.A. 20,000 shares of a new series of convertible preferred stock of Countrywide, 7.25% Series B Non-Voting Convertible Preferred Stock, par value $0.05 per share, for an aggregate purchase price of $2,000,000,000. Amendment to Amended and Restated Rights Agreement As reported yesterday in the Troubled Company Reporter, in connection with entering into the Merger Agreement, Countrywide entered into a fourth amendment to its Amended and Restated Rights Agreement, dated as of Jan. 11, 2008, with American Stock Transfer & Trust Company. The Fourth Amendment, among other things, provides that the issuance of rights under the Rights Agreement will not be triggered as a result of the transactions contemplated by the Merger Agreement and that the approval, execution and delivery of the Merger Agreement, the consummation of the Merger, or the consummation of any other transactions contemplated by the Merger Agreement, will not be considered for purposes of determining whether Bank of America or any of its affiliates is an "Acquiring Person" pursuant to the Rights Agreement. About Bank of America Bank of America -- http://www.bankofamerica.com/-- is a financial institution, serving individual consumers, small and middle market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk- management products and services. The company serves clients in 175 countries and has relationships with 99 percent of the U.S. Fortune 500 companies and 80 percent of the Fortune Global 500. Bank of America Corporation stock (NYSE: BAC) is listed on the New York Stock Exchange. About Countrywide Financial Based in Calabasas, California, Countrywide Financial Corporation (NYSE: CFC) -- http://www.countrywide.com/-- is a diversified financial services provider and a member of the S&P 500, Forbes 2000 and Fortune 500. Through its family of companies, Countrywide originates, purchases, securitizes, sells, and services residential and commercial loans; provides loan closing services such as credit reports, appraisals and flood determinations; offers banking services which include depository and home loan products; conducts fixed income securities underwriting and trading activities; provides property, life and casualty insurance; and manages a captive mortgage reinsurance company. DALE AUSHERMAN: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Dale Ernest Ausherman 4355 Nicklaus Court Middletown, MD 21769 Bankruptcy Case No.: 08-10814 Chapter 11 Petition Date: January 18, 2008 Court: District of Maryland (Greenbelt) Judge: Thomas J. Catliota Debtor's Counsel: Stephen K. Carper, Esq. Clapp and Carper LLC One West Church Street 2nd Floor Frederick, MD 21701 Tel: (301) 694-9700 Fax: (301) 694-5057 Estimated Assets: $1 Million to $10 Million Estimated Debts: $10 Million to $50 Million Debtor's list of its 14 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Susquehanna Bank $8,096,472 100 West Road Towson, MD 21204 Sandy Spring Bank $5,517,022 9112 Guilford Road Columbia, MD 21046 BB&T Bank $5,390,711 Market Street Frederick, MD 21701 Centra Bank $4,408,903 300 Foxcroft Avenue Collateral: $572,947 Martinsburg, WV 25401 Unsecured: $3,912,456 Beach First $3,530,424 3751 Grisson Parkway Myrtle Beach, SC 29577 Lexon Insurance Co. $1,924,683 1919 South Highland Avenue, Building A Suite 300 Lombard, IL 60148-4979 BB&T Bank $1,791,092 P.O. Box 580002 Charlotte, NC 28258 Berkeley County $1,546,960 400 West Stephen Street Martinsburg, WV 25401 NVR, Inc. $1,200,000 12600 Fair Lakes Circle, Suite 210 Fairfax, VA 22033 National Bank of South Carolina $900,068 780 Main Street North Myrtle Beach, SC 29597 Woodsboro Bank &nbs