T R O U B L E D C O M P A N Y R E P O R T E R Thursday, February 7, 2008, Vol. 12, No. 32 Headlines 1501 FM: Case Summary & Largest Unsecured Creditor AAR CORP: S&P Assigns BB Rating on Proposed $175 Mil. Senior Notes ACTIVE ENDEAVORS: Involuntary Chapter 11 Case Summary AIR EXPERTS: Case Summary & Six Largest Unsecured Creditors ALISA MORSE: Case Summary & Four Largest Unsecured Creditors AMERICAN AXLE: Net Loss Slides to $25MM in Qtr. Ended December 31 AMERICAN HOME: Presents Revised Procedures for the Loans Sale AMERICAN HOME: Obtains Court Nod to Reject Two PS Texas Contracts AMERICAN HOME: US Trustee Balks Deloitte & Touche as Tax Experts AMERICAN LAFRANCE: SEC 341 Meeting of Creditors Set for March 3 AMERICAN LAFRANCE: Asks Court to Set March 28 as Claims Bar Date AMERIGAS PARTNERS: Earns $54.3 Million in First Qtr. Ended Dec. 31 AMERICAN RAILCAR: Carl Icahn Acquires 9.% Stake in Greenbrier Cos. ANTHONY LINSEY: Case Summary & 11 Largest Unsecured Creditors BAYONNE MEDICAL: Buyer-IJKG Pays $2.5MM to Settle Medicare Issues BARNERT HOSPITAL: Creditors' Committee, et al., Balk at Asset Sale BEAR STEARNS: S&P Chips Ratings of Two Classes on Weak Performance BELIEVERS BIBLE: Case Summary & Eight Largest Unsecured Creditors BELO CORP: S&P Chips Rating on $33 Mil. Certs. to 'BB' From 'BB+' BLUE FROG: Files for Chapter 7 Bankruptcy to Liquidate Assets BMB ENTERPRISES: Case Summary & Two Largest Unsecured Creditors BOSTON HILL: Case Summary & 20 Largest Unsecured Creditors BROOKSIDE TECH: Posts $1.4 Million Net Loss in 2007 Third Quarter BRUCE STRICKLAND: Case Summary & Largest Unsecured Creditor CAPRI CONDOMINIUMS: Voluntary Chapter 11 Case Summary CA-TEL TELECOM: Case Summary & 20 Largest Unsecured Creditors CENTRAL ILLINOIS: Owes $5 Million to Investors of Incomplete Plant CGP INC: Case Summary & 16 Largest Unsecured Creditors CHARMING SHOPPES: Discloses Initiatives to Streamline Operations CHARMING SHOPPES: Shuts 150 Stores Following Restructuring Program CHARMING SHOPPES: Restructuring Won't Affect S&P's 'BB-' Rating CHATTEM INC: Earns $59.7 Million in Fiscal Year Ended Nov. 30 C&H PETROLEUM: Case Summary & 20 Largest Unsecured Creditors CHURCH ON THE MOVE: Voluntary Chapter 11 Case Summary COLLIN DWAYNE: Voluntary Chapter 11 Case Summary COLONIA SANTA RITA: Case Summary & 20 Largest Unsecured Creditors COMPLETE RETREATS: To Close 61 Chapter 11 Cases CROWN HOLDINGS: Earns $343 Million in 2007 Fourth Quarter DANKA BUSINESS: Dec. 31 Balance Sheet Upside Down by $354.2 Mil. DAVID WALKER: Case Summary & 19 Largest Unsecured Creditors DOMAIN HOME: Great American Presents $5.2MM Bid; Auction Today EASTMAN KODAK: Earns $92 Million in 2007 Fourth Quarter EL RIO PROFESSIONAL: Case Summary & 12 Largest Unsecured Creditors ENERGY FUTURE: CEO Confirms Support of The Carbon Principles ENVIRONMENTAL TECTONICS: PNC Waives Covenant Default Until May 31 FIRST MAGNUS: Wells Fargo Funding to Block Plan Confirmation FITCH INVESTMENT: Case Summary & Five Largest Unsecured Creditors FOLEY SQUARE: Moody's to Review Ratings Due to Weak Credit Quality FORD MOTOR: Toyota & Ford Unaffected by Plastech's Bankruptcy FOREST CITY: Expands Bank Credit Facility to $750 Million FORTUNOFF: Asks Court Approval to Hire Skadden Arps as Counsel FREMONT GENERAL: Moves Headquarters from Santa Monica to Brea FREMONT GENERAL: S&P Junks Long-term Counterparty Credit Rating GAINEY CORP: Moody's Junks Rating on High Default Probability GEORGIA SOD: Voluntary Chapter 11 Case Summary GLOBAL MOTORSPORT: Gets Initial OK to Access Styx's DIP Facility GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Four Cert. Classes GMAC LLC: Financial Unit Posts $724MM Net Loss in Fourth Qtr. GMAC LLC: Moody's Downgrades Senior Unsecured Rating to 'B1' H.A.Z 4: Case Summary & 20 Largest Unsecured Creditors HORIZON LINES: Earns $10.7 Million in 4th Qtr. Ended December 31 INTERSTATE LOGISTICS: Case Summary & 20 Largest Unsec. Creditors JENNIFER WEST: Voluntary Chapter 11 Case Summary JENNIFER WHALEN: Case Summary & 16 Largest Unsecured Creditors KEITH CHANDLER: Voluntary Chapter 11 Case Summary KINETIC CONCEPTS: Earns $66.5 Million in 2007 Fourth Quarter LAKELAND COMMERCIAL: Voluntary Chapter 11 Case Summary LARRY GORIS: Case Summary & 18 Largest Unsecured Creditors LINEAR TECH: Dec. 30 Balance Sheet Upside-Down by $564.4 Million LIONEL LLC: Asks Court's Ok to Buy 50% Interest in Creative Trains LOUIS JEAN-LOUIS: Case Summary & Largest Unsecured Creditor MACY'S INC: Division Consolidation Cues Elimination of 2,550 Jobs MARK TAYLOR: Voluntary Chapter 11 Case Summary MEDIANEWS GROUP: Names Michael Tully as Publisher of Two Groups MEDIANEWS GROUP: Publishing Executive George Riggs Resigns MERIDIAN GLOBAL: Voluntary Chapter 11 Case Summary METALS USA: Earnings Up to $7.6 Mil. in Quarter Ended Dec. 31 MINH THAI TRAN: Case Summary & Eight Largest Unsecured Creditors MONITOR OIL: Judge Glenn Denys Ad Hoc Committee's Dismiss Plea MORGAN STANLEY: S&P Assigns Preliminary Low-B Ratings on Certs. MOUNT AIRY: S&P Puts 'B' Corporate Rating on Negative Watch MOVIE GALLERY: Judge Tice Okays 1st Amended Disclosure Statement MYSTIC POINT: S&P Junks Ratings on Six CDO Tranches NORTH FOREST: S&P Downgrades Issuer Credit Rating to BB From BBB- PEOPLE'S CHOICE: Wants Until March 31 to File Chapter 11 Plan PLASTECH ENGINEERED: Wants to Obtain $38 Million of DIP Financing PLASTECH ENGINEERED: Toyota & Ford Unaffected By Chapter 11 Filing PONTIAC MICHIGAN: Fitch Cuts Bond Ratings to 'CCC', 'BB-' PRADA DEVELOPMENT: Case Summary & Nine Largest Unsecured Creditors PRIME MORTGAGE: Files Ch. 7 Petition; Creditors to Meet on March 3 PROTECTED VEHICLES: Case Summary & 20 Largest Unsecured Creditors QUAKER FABRIC: Can't File Plan Without Committee Consent QUAKER FABRIC: Gets Go Signal to Sell Brazilian Unit for $100,000 QUEBECOR WORLD: Printing Union Seeks Discussion of Financial Woes QUEBECOR WORLD: BP Canada Wants to End Gas Supply to U.S. Plants QUEBECOR WORLD: Can File Schedules and Statements Until March 5 REDDY ICE: S&P Confirms B+ Rating After GSO Merger Termination RESIDENTIAL CAPITAL: Moody's Downgrades Senior Debt Rating to 'B2' RESERVE ESTATES: Case Summary & 15 Largest Unsecured Creditors RIDGEWAY COURT: Moody's Junks Notes Ratings on Poor Credit Quality ROBERT THOMAS: Voluntary Chapter 11 Case Summary ROCK SOLID: Case Summary & Seven Largest Unsecured Creditors RUTLAND RATED: Moody's Junks Ratings on Two Note Classes SACO I TRUST: Moody's Junks Rating on Class B-2 Certs. SAFEGUARD HOLDINGS: Involuntary Chapter 11 Case Summary SALANDER-O'REILLY: Protocol Proposed to Identify Art Works Owners SALOMAN BROTHERS: Case Summary & Five Largest Unsecured Creditors S AND A: Case Summary & Largest Unsecured Creditor SAND TECH: Oct. 31 Balance Sheet Upside-Down by CDN$1.2M SAXON ASSET: Moody's Cuts and Reviews Ratings on Certificates SAYBROOK POINT: Moody's Downgrades Three Classes of Senior Notes SEAGATE TECH: Board of Directors Approves $2.5BB Share Repurchase SEAGATE TECHNOLOGY: S&P's BB+ Rating Unmoved by Share Repurchase SECURE COMPUTING: S&P Lifts Rating on $110 Mil. Facility to 'BB' SECURITIZED ASSET: Moody's Lowers and Reviews Ratings on 10 Certs. SILHOUETTE CLOTHING: Case Summary & 20 Largest Unsecured Creditors SOUNDVIEW HOME: Moody's Cuts Ratings on 2001, 2005 Certificates SPECIALTY UNDERWRITING: Moody's Junks Rating on Class B-3 Certs. STRUCTURED ADJUSTABLE: Moody's Pares Rating on Class M5 to 'B3' STRUCTURED ASSET: Fitch Adjusts Ratings Basing on Loan Performance TEMBEC INC: Furnishes Updates on Proposed Recapitalization TOUSA INC: Court Sets Feb. 28 Final Hearing on $650MM DIP Loan TOUSA INC: Amends Value of Assets and Debts as of September 30 TOUSA INC: Taps Berger Singerman as Florida and Conflicts Counsel TOUSA INC: Taps Kurtzman Carson as Notice and Claims Agent TUESDAY MORNING: Earnings Slide to $20M in Qtr. Ended December 31 UAL CORP: Earns $403 Million in Year Ended Dec. 31, 2007 UAL CORP: Resells Previously Issued 4.50% Senior Notes Due 2021 U.S. CENTRAL: S&P Cuts Ratings to AA+ Over Risk Exposures of MBS U.S. CENTRAL: Responds to S&P's Negative Rating Action VENTAS INC: S&P Upgrades 'BB+' Corporate Credit Rating VICORP RESTAURANTS: Piper Jaffray to Aid Restructuring Deal Review VICORP RESTAURANTS: Moody's Junks Ratings on Possible Shakeup V & OUT: Case Summary & 18 Largest Unsecured Creditors WALDEN III: Voluntary Chapter 11 Case Summary WESTSHORE EXECUTIVE: Case Summary & Largest Unsecured Creditor YRC WORLDWIDE: Moody's Maintains 'Ba1' Corporate Family Rating * Fitch To Update RMBS Modeling Assumptions on Continued Pressure * Fitch Cuts Ratings on 26 Tranches of CLOs, Retains Neg. Watch * S&P Slashes Ratings on 26 Tranches From Four Cash Flows and CDOs * S&P Says Bond Insurer Downgrades to Significantly Affect Banks * U.S. Trustee Executive Office Appoints Four Trustees * Harold Kaplan and Mark Hebbeln Join Foley & Lardner * Jeffrey Lacker at Federal Reserve Says Mild Recession is Likely * Fed Finds Domestic and Foreign Banks Tighten Lending Standards * Be Cautious in Equity Markets This Spring, CIBC World Warns * U.S. Consumer Bankruptcy Filings Increase 30% in January *Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* 1501 FM: Case Summary & Largest Unsecured Creditor -------------------------------------------------- Debtor: 1501 F.M. 1960 East Bypass, L.P. 1 Diamond M. Drive Humble, TX 77346 Bankruptcy Case No.: 08-30652 Chapter 11 Petition Date: February 4, 2008 Court: Southern District of Texas (Houston) Judge: Jeff Bohm Debtors' Counsel: Ronald J. Sommers, Esq. Nathan Sommers Jacobs 2800 Post Oak Boulevard, 61st Floor Houston, TX 77056-6102 Tel: (713) 892-4801 Fax: (713) 892-4800 http://www.nathansommers.com/ Total Assets: $3,300,000 Total Debts: $3,275,322 The Debtor's Largest Unsecured Creditor: Entity Claim Amount ------ ------------ Reliant Energy Retail $23,176 Services, LLC P.O. Box 650475 Dallas, TX 75265-0475 AAR CORP: S&P Assigns BB Rating on Proposed $175 Mil. Senior Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB' rating to AAR Corp.'s proposed $175 million of convertible senior unsecured notes to be issued in two equal tranches: $87.5 million notes due 2014 and $87.5 million notes due 2016. At the same time, S&P affirmed its ratings, including the 'BB' corporate credit rating, on the company. The outlook is stable. The notes are offered under Rule 144A with registration rights. Proceeds of the notes are expected to be used to repay about $125 million of borrowings under the company's revolving credit facility and for other purposes. "The ratings on AAR reflect the risks associated with its primary market, the highly cyclical and competitive airline industry, and increasing financing requirements to support growth initiatives," said Standard & Poor's credit analyst Roman Szuper. "These factors are offset in part by AAR's established business position, currently generally favorable market conditions, and an overall appropriate financial profile." The commercial aviation market should remain fairly strong in 2008, although global flying hours are likely to increase at a lower rate than in recent years because of a slower economy. This, coupled with the expanding jetliner fleet in service and outsourcing trends, should continue to benefit AAR's aftermarket parts and services operations, despite high oil prices that constrained gains at many airlines. In addition, the company's extensive cost-reductions, strength in its defense-related manufacturing and logistics business (about 30% of revenues, mostly in the U.S.), a diversified customer base, and an expansion of operations in Asia and Europe have helped AAR rebound from its weak financial performance during the industry downturn in 2001-2003. As a result, operating margins and return on capital have increased, but both remain relatively modest, at about 12%. Although S&P expects further revenue and earnings gains, the highly competitive operating environment could limit profitability improvement. Moreover, cash generation has been limited by the growth of the business in the past two years. Wood Dale, Illinois-based AAR is a major independent provider of aviation support services, operating in four groups: the aviation supply chain (45%-50% of revenues); maintenance, repair, and overhaul (20%-25%); structures and systems (about 25%); and aircraft sales and leasing (about 5%). North America is the company's largest market, accounting for 70%-75% of sales. Generally favorable conditions in the airline and defense industries and expected further gains in AAR's profitability should support the company's growth initiatives and allow it to maintain a financial profile consistent with the rating. If there is a material improvement in financial performance, S&P could revise the outlook to positive. An outlook revision to negative is a less likely scenario, but S&P would consider this action if renewed problems in the airline industry cause the company's revenue and earnings growth to stall. ACTIVE ENDEAVORS: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: Active Endeavors LLC 901 Church Street Evanston, IL 60202 Case Number: 08-02469 Involuntary Petition Date: February 4, 2008 Court: Northern District of Illinois (Chicago) Petitioners' Counsel: Catherine L. Steege, Esq. Jenner & Block LLP One IBM Plaza Chicago, IL 60611 Tel: (312) 222-9350 Fax: (312) 527-0484 Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Robert Davis Promissory Note $736,200 1830 Southeast Street Andrews Drive Portland, OR 97202 Mark Knepper Promissory Note $100,000 1615 Judson Evanston, IL 60201 Andrew Dickerson Promissory Note $100,000 2215 Forestview Evanston, IL 60201 AIR EXPERTS: Case Summary & Six Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Air Experts, Inc. 211-A Jacob Drive Morehead City, NC 28557 Bankruptcy Case No.: 08-00732 Type of Business: The Debtor offers air conditioning services. Chapter 11 Petition Date: February 4, 2008 Court: Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtors' Counsel: David J. Haidt, Esq. Ayers, Haidt & Trabucco, P.A. P.O. Box 1544 New Bern, NC 28563 Tel: (252) 638-2955 Fax: (252) 638-3293 http://www.embarqmail.com/ Estimated Assets: Less than $10,000 Estimated Debts: $100,000 to $1 million Consolidated Debtor's List of Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ BB&T $85,000 Attn: Managing Agent P.O. Box 1847 Wilson, NC 27894-1847 East Coast Metal Distributors $21,000 Attn: Managing Agent P.O. Box 570 Durham, NC 27702 First Citizens Bank & Trust Co. $15,000 Attn: Managing Agent P.O. Box 29514 Raleigh, NC 2276620 Sprint Yellow Pages $14,000 Lennox Industries Inc. $4,500 Hwy 24 LLC $1,750 ALISA MORSE: Case Summary & Four Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Alisa Ann Morse 19027 Forest Ridge Drive Magnolia, TX 77355 Bankruptcy Case No.: 08-30684 Chapter 11 Petition Date: February 4, 2008 Court: Southern District of Texas (Houston) Judge: Karen K. Brown Debtors' Counsel: Rogena Jan Atkinson, Esq. The Law Offices of RJ Atkinson LLC 3617 White Oak Drive Houston, TX 77007 Tel: (713) 862-1700 Fax: (713) 862-1745 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Consolidated Debtor's List of Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Chase World Continental credit cards $7,475 Airlines Card P.O. Box 94014 Palatine, IL 600944014 Citibank credit card $445 P.O. Box 6241 Sioux Falls, SD 57117 Kohls/chase credit card $97 N56 W. 17000 Ridgewood Drive Menomonee Falls, WI 53051 Chase credit card $92 800 Brooksedge Boulevard Westerville, OH 43081 AMERICAN AXLE: Net Loss Slides to $25MM in Qtr. Ended December 31 ----------------------------------------------------------------- American Axle & Manufacturing Holdings Inc. reported its financial results for the fourth quarter and full year ended Dec. 31, 2007. AAM reported a net loss of $25.5 million in the fourth quarter of 2007, compared to a net loss of $188.6 million in the fourth quarter of 2006. AAM's earnings for the full year 2007 were $37 million, compared to a net loss of $222.5 million in 2006. In the third and fourth quarter of 2007, AAM recorded special charges relating to a voluntary separation program accepted by 558 UAW represented associates at the Buffalo Gear, Axle & Linkage facility in Buffalo, New York. Production at this facility was idled in December 2007. Also in 2007, AAM incurred additional special charges and non- recurring operating costs relating to other attrition programs, asset impairments, the redeployment of machinery and equipment and other actions to rationalize underutilized capacity. In total, AAM's 2007 results reflect the impact of charges amounting to $88.4 million relating to these items, including pension and other postretirement benefit curtailments and special termination benefits. In the fourth quarter of 2007, AAM recorded $70.6 million of these total restructuring charges. AAM's full year 2007 earnings also reflect the impact of an additional $5.5 million charge for the write-off of unamortized debt issuance costs and other costs related to the prepayment of the $250 million term loan due 2010. "In 2007, AAM made excellent progress in our plan to achieve sustainable market cost competitiveness in our global operations," Richard E. Dauch, AAM's co-founder, chairman of the board & CEO, said. "AAM has a strong balance sheet and will continue to focus on the appropriate cost structure adjustments, technology innovations, new business launches and an accelerated expansion of our global manufacturing and sourcing footprint to gain momentum in 2008. We are excited about what AAM can, and will, accomplish in what is sure to be a most difficult, demanding and tough year for the entire domestic automotive industry." Liquidity and Capital Resources As compared to the prior year, net cash or free cash flow provided by operating activities for the full year 2007 nearly doubled to $367.9 million. Capital spending for the full year 2007 was $186.5 million as compared to $286.6 million in 2006. Reflecting the impact of this activity and dividend payments of $31.8 million, AAM's free cash flow of $149.6 million in 2007 represents an improvement of $281.5 million as compared to the full year 2006. At Dec. 31, 2007, the company's balance sheet showed total assets of $2.91 billion, total liabilities $2.02 billion, and total stockholders' equity of $0.89 billion. About American Axle & Manufacturing Holdings Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its wholly owned subsidiary, American Axle & Manufacturing, Inc., manufactures, engineers, designs and validates driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for light trucks, sport utility vehicles and passenger cars. In addition to locations in the United States (in Michigan, New York and Ohio), the company also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea and the United Kingdom. * * * As reported in the Troubled Company Reporter on Nov. 27, 2007, Moody's Investors Service affirmed American Axle & Manufacturing Holdings, Inc.'s Corporate Family rating of Ba3 as well as the senior unsecured rating of Ba3 to American Axle & Manufacturing Inc.'s notes and term loan. At the same time, the rating agency revised the rating outlook to stable from negative and renewed the Speculative Grade Liquidity rating of SGL-1. AMERICAN HOME: Presents Revised Procedures for the Loans Sale ------------------------------------------------------------- American Home Mortgage Investment Corp. and its debtor-affiliates presented to the U.S. Bankruptcy Court for the District of Delaware revised procedures for disposing of 424 mortgage loans with an aggregate unpaid principal balance of approximately $152 million. The loans consist of fixed rate, adjustable rate, balloon and interest only loans originated with full and alternative documentation that are 60 days or more delinquent, in default, or that may contain some underwriting or compliance issue. Under the revised procedures, the Debtors would abandon the proposed auction for the Non-Performing Loans and will sell the Loans after evaluating final sealed bids submitted by prospective buyers. The Debtors propose to pool and sell the Non-Performing Loans in three ways: (1) Non-Performing Loans owned by the Debtors, but subject to the liens of AH Mortgage Acquisition Co. Inc., and the other lenders under a Debtor-in-Possession Loan and Security Agreement dated as of Nov. 16, 2007. The Debtors propose to sell approximately 71 of this Unencumbered Non-Performing Loans with an aggregate unpaid principal balance of approximately $23 million; (2) Non-Performing Loans owned by the Debtors that constitute a portion of the collateral securing the obligations owing by certain of the Debtors to secured lenders under a Credit Agreement with Bank of America, N.A., as administrative agent for secured lenders. BofA and the secured lenders were granted liens upon, and security interests in, among other assets, certain non-performing loans, pursuant to a Security and Collateral Agency Agreement and the final order authorizing the Debtors' limited use of cash collateral. The Debtors propose to sell approximately 46 BofA Non-Performing Loans with an aggregate unpaid principal balance of $14,000,000; and (3) Non-Performing Loans owned by the Debtors pursuant to the JPMorgan Credit Agreement with JPMorgan Chase Bank, N.A. The Debtors propose to sell approximately 307 JPMorgan Non-Performing Loans with an aggregate unpaid principal balance of $115,000,000. Potential bidders will be allowed to conduct due diligence from Feb. 1, 2008, to Feb. 26, 2008. All indicative bids must be submitted in writing by 12:00 noon, Eastern Time, on Feb. 8, 2008. Indicative bids must contain, among other things, a binding proposal to purchase, and the proposed purchase price, for one or more of the three pools of Non-Performing Loans. Within one business day after the deadline for indicative bids, the Debtors, with the prior written consent of BofA or JPMorgan, as applicable, are authorized to select no more than three designated bidders who will be entitled to be reimbursed for reasonable costs and expenses in connection with the due diligence process. All final bids must be submitted by Feb. 26, 2008, at 4:00 p.m., Eastern Time. Final bids must contain, among other things, executed versions of a purchase agreement for the Non-Performing Loans to be purchased by the bidder. The Debtors, in consultation with the Official Committee of Unsecured Creditors and BofA or JPMorgan, as applicable, will determine the highest bidder, and the second highest bidder, if any, for each pool of the Non-Performing Loans. The parties selected will be notified by the Debtors on or before Feb. 27, 2008, 12 noon, Eastern Time. The Debtors will seek from the Court an order approving the Successful Bid and the Second Best Bid for each pool of Non- Performing loans at a hearing held on Feb. 28, 2008, at 11:00 a.m., Eastern Time. The closing of the Sale for each pool will occur on or before 10:00 a.m., Eastern Time, on Feb. 29, 2008. In the event the Successful Bidder does not close before 2:00 p.m., Eastern Time on February 29, the Debtors will be authorized to close with the Second Best Bidder at 10:00 a.m., Eastern Time on March 3. BofA et al., Object (1) Bank of America Bank of America, N.A., as administrative agent for itself and certain other prepetition secured lenders, tells the Court that it does not object to the Debtors' unilateral decision to change the process and sell the BofA Non-Performing Loans without the proposed auction process contemplated in the request. BofA, however, objects to the provisions of the Revised Sale Procedures to the extent that they require that the Debtors merely "consult" with BofA rather than obtaining its prior written consent. Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, in Wilmington, Delaware, notes that the Revised Sale Procedures seek to allow the Debtors to modify the sale protocol, including canceling the sale of the Non-Performing Loans or removing some or all of the Non-Performing Loans from the sale, at any time without the prior written consent of BofA. If the Debtors want to change the Revised Sale Procedures after approval by the Court, they should be required to obtain the consent of the respective secured creditors, whose collateral is being sold or, alternatively, seek Court approval of the proposed changes, Ms. Silverstein contends. She adds that the Revised Sale Procedures also provide that the Debtors could seek approval of the ultimate qualified final bid for the BofA Non-Performing Loans in their discretion without BofA's prior written consent. BofA submits that, as a secured creditor with the lien in the asset sought to be sold, it is entitled to a direct consent right rather than the more limited "consultation" that is currently provided for in the Revised Sale Procedures. Moreover, the direct consent right is particularly appropriate where the Debtors are abandoning the open Auction Process and replacing that with the proposal to sell the BofA Non-Performing Loans through sealed final bids, Ms. Silverstein contends. (2) Two Loan Holders Paula Rush and Laura Beall renew their request for demand to know the true owner or master servicer of their loans pursuant to Section 1641(f)(2) of the Truth in Lending Act. They tell the Court that, once again, the Debtors are proceeding to attempt to sell loans under a description that could fit their loan description, therefore, they want to renew their request for disclosure. Ms. Rush and Ms. Beall tell the Court that the Debtors continue to attempt to sell off loan assets free and clear of liens and liabilities, while neglecting to protect borrowers under Section 363(o) of the Bankruptcy Code and as provided for under the 2005 Bankruptcy Abuse and Consumer Protection Act. "I assert these loan assets are a small number of loans and the borrowers should be afforded the opportunity to bid on their loans, or offered the loans at the same price as the bids," Ms. Rush says. "At less than face value of between 30 to 55 cents on the dollar, homeowners may be able to refinance out of the Debtor's lien, and the estate may avoid litigation pending or probable litigation against loans with underwriting and compliance issues, as described by Debtors." Ms. Rush also suggests that for the price of a stamp the Court could order the Debtors to give homeowners a 30- to 60-day window, in which to purchase the interest in their property from the Debtors' bankruptcy estates. Ms. Rush and Ms. Beall, therefore, ask the Court to protect (i) the property rights of all borrowers, whose loans are currently part of the Debtors' estate, and (ii) the interest of all borrowers in reference to currently pending sales of negotiable instruments, documents of title, deposit accounts, and other assets of the estates, which may or may not include Ms. Rush's and Ms. Beall's properties. About American Home Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. Parent company American Home Mortgage Corporation reported $3,330,185,447 in total assets and $4,057,927,550 in total debts as of September 30, 2007. American Home Mortgage Investment Corp., reported $1,944,088,936 in total assets and $2,205,608,826 in total debts end of September. The Debtors' exclusive period to file a plan expires on March 3, 2008. (American Home Bankruptcy News, Issue No. 25, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN HOME: Obtains Court Nod to Reject Two PS Texas Contracts ----------------------------------------------------------------- American Home Mortgage Investment Corp. and its debtor-affiliates obtained permission from the U.S. Bankruptcy Court for the District of Delaware to reject two executory contracts with PS Texas Holding, Ltd., and abandon any property remaining at the premises, including furniture, fixtures and equipment. The Debtors also request that the rejection be effective retroactively as of Dec. 31, 2007. James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, relates that the Rejected Contracts are related to storage agreements for storage units 1024 and 1057 at 1474 Justin Road #407, in Lewisville, Texas. Mr. Patton contends that the economic burden associated with performing under the storage agreements, the wind-down of the Debtors' operations, and the lack of interest for potential assignment provide sufficient bases to justify the Debtors' request. He says the Debtors have reviewed the Rejected Contracts, and determined that the contracts and the premises' furniture hold no material economic value to the Debtors or the bankruptcy estates, and are not essential to the conduct of the bankruptcy cases. The rejection of the Contracts will eliminate the Debtors' obligation to perform, and the accrual of any further administrative expense obligations under the Rejected Contracts, Mr. Patton asserts. He notes that the Debtors will have effectively satisfied the criteria for retroactive rejection of the Rejected Contracts by Dec. 31, 2007. The Court also rules that the rejection bar date for filing a rejection claim pursuant to the order is fixed as a date, which is 30 days from the approval of the request. Judge Christopher S. Sontchi notes that any holder of a rejection claim, who fails to timely file a proof of claim by the Rejection Bar Date, will not be treated as a creditor for purposes of voting upon, or receiving distributions under, any plan of reorganization in the bankruptcy cases. Judge Sontchi further says that nothing in the order will prejudice the Debtors' rights to argue that any claim for damages arising from the rejection of the two executory contracts with PS Texas Holding, Ltd., is limited to the remedies available under any termination provision of the Rejected Contracts, or that any claim is an obligation of a third party, and not that of the Debtors. About American Home Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. Parent company American Home Mortgage Corporation reported $3,330,185,447 in total assets and $4,057,927,550 in total debts as of September 30, 2007. American Home Mortgage Investment Corp., reported $1,944,088,936 in total assets and $2,205,608,826 in total debts end of September. The Debtors' exclusive period to file a plan expires on March 3, 2008. (American Home Bankruptcy News, Issue No. 25, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN HOME: US Trustee Balks Deloitte & Touche as Tax Experts ---------------------------------------------------------------- Kelly Beaudin Stapleton, U.S. Trustee for Region 3, asks the U.S. Bankruptcy Court for the District of Delaware to deny the request of American Home Mortgage Corporation and its affiliates to employ Deloitte & Touche as tax experts. Ms. Stapleton points out that John Niemiec, a director at Deloitte Tax LLP, disclosed that Deloitte & Touche LLP is a defendant in a putative securities class action lawsuit related to the firm's prepetition employment by American Home Mortgage Investment Corporation, titled Marlin v. Citigroup Global Markets Inc., et al. (No. 07-cv-3580 (E.D.N.Y.)). Ms. Stapleton notes that Deloitte & Touche has an interest in minimizing its own liability, and thus, it will necessarily involve pointing the finger at third parties, including the Debtors. She contends that Deloitte possesses or asserts an economic interest that creates an actual or potential dispute, in which the Debtors' bankruptcy estates are rival claimants. Hence, she says, Deloitte holds or represents an interest adverse to the Debtors' estates and, by extension, is ineligible to be employed under Section 327(a) of the Bankruptcy Code. Deloitte Tax is not a "disinterested person" because it has an interest materially adverse to both the interests of the Debtors' estates and a class of their equity security holders by reason of Deloitte & Touche's prepetition connections with the Debtors, Ms. Stapleton tells Judge Sontchi. Hence, she says, the application should be denied. The Niemiec declaration indicates that, in the event Deloitte Tax's employment is authorized, both Deloitte Tax and Deloitte & Touche will "not . . . seek recovery" of certain prepetition nonpayment claims, Ms. Stapleton relates. She notes that the language used in the declaration falls short of an explicit waiver of the claims. In the unlikely event that the Court were to authorize the employment of Deloitte Tax, both Deloitte Tax and Deloitte & Touche should explicitly waive those claims, she continues. Moreover, Ms. Stapleton points out that the disclosures in the Niemiec declaration do not provide sufficient information for her to determine whether Deloitte Tax or Deloitte & Touche received preferential transfers during the 90 days prior to the Petition Date. She informs the Court that her office is presently evaluating, among other things, whether all of the services listed in the application are permitted non-audit services under Section 10A of the Securities Exchange Act of 1934. About American Home Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. Parent company American Home Mortgage Corporation reported $3,330,185,447 in total assets and $4,057,927,550 in total debts as of September 30, 2007. American Home Mortgage Investment Corp., reported $1,944,088,936 in total assets and $2,205,608,826 in total debts end of September. The Debtors' exclusive period to file a plan expires on March 3, 2008. (American Home Bankruptcy News, Issue No. 25, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN LAFRANCE: SEC 341 Meeting of Creditors Set for March 3 --------------------------------------------------------------- Kelly Beaudin Stapleton, the United States Trustee for Region 3, will convene a meeting of creditors in American LaFrance LLC's Chapter 11 case, on March 3, 2008, at 1:30 p.m., at Room 5209, 5th Floor, in J. Caleb Boggs Federal Building. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in the Debtors' case. The Section 341(a) Meeting has been scheduled within the time required by Rule 2003 of the Federal Rules of the Bankruptcy Procedure. All creditors are invited, but not required, to attend. The Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible officer of the Debtors under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About American LaFrance Headquartered in Summerville, South Carolina, American LaFrance LLC -- http://www.americanlafrance.com/-- is one of the oldest fire apparatus manufacturers and one of the top six suppliers of emergency vehicles in North America. Thee company filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No. 08-10178). Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, are the Debtor's proposed local counsel. In its schedules of assets and debts filed Feb. 4, 2008, the Debtor disclosed $188,990,680 in total assets and $89,065,038 in total debts. The Debtor's exclusive period to file a plan expires on May 27, 2008. (American LaFrance Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN LAFRANCE: Asks Court to Set March 28 as Claims Bar Date ---------------------------------------------------------------- American LaFrance LLC, asks the U.S. Bankruptcy Court for the District of Delaware to set March 28, 2008, as the deadline for all parties to file proofs of claim against the Debtor arising from any event occurring during the Debtor's operation of its business before and until the Petition Date. The Debtor also requests that claims of governmental units should be timely filed no later than July 31, 2008. Joanne B. Wills, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, in Wilmington, Delaware, tells the Court that the proposed Bar Date is necessary to finalize the total number and amount of claims prior to the confirmation hearing of its Plan of Reorganization, currently scheduled for April 9, 2008. Ms. Wills relates that the Prepetition Claims include: (i) unsecured claims incurred by vendors, suppliers, and other trade-related entities involved in the general operation of the Debtor's business; (ii) litigation claims, including claims that have been asserted in litigation where plaintiffs have sued or joined as co-defendants present or former managers, members, directors, officers or employees of the Debtor, or other individuals who may have indemnification claims or contribution claims against the Debtor; (iii) any worker's compensation claims; and (iv) any administrative agency claims or similar kinds of private enforcement claims. The Debtor requests that secured claimholders must file an appropriate proof of claim by the Bar Date. However, the Debtor recognizes that applicable bankruptcy law does not require the filing for the preservation of those claims. The Debtor also proposes that creditors and equity holders whose claims are solely limited to ownership of an equity interest in the Debtor should not be required to file claims. Any claims arising out of, or otherwise related to, the Debtor's rejection of any executory contract or unexpired lease under Section 365 of the Bankruptcy Code must be filed on or before the later of the Bar Date or the date that is 30 days after the effective date of rejection with respect to executory contract or unexpired lease. All parties-in-interest that are required to file a Claim will receive a copy of the proof claim form, which is substantially in compliance with Official Form No. 10, Ms. Wills says. About American LaFrance Headquartered in Summerville, South Carolina, American LaFrance LLC -- http://www.americanlafrance.com/-- is one of the oldest fire apparatus manufacturers and one of the top six suppliers of emergency vehicles in North America. Thee company filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No. 08-10178). Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, are the Debtor's proposed local counsel. In its schedules of assets and debts filed Feb. 4, 2008, the Debtor disclosed $188,990,680 in total assets and $89,065,038 in total debts. The Debtor's exclusive period to file a plan expires on May 27, 2008. (American LaFrance Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERIGAS PARTNERS: Earns $54.3 Million in First Qtr. Ended Dec. 31 ------------------------------------------------------------------ AmeriGas Propane Inc., general partner of AmeriGas Partners L.P., reported net income for the first fiscal quarter ended Dec. 31, 2007, of $54.3 million compared to net income $55.6 million for the same period last year. The partnership's earnings before interest expense, income taxes, depreciation and amortization (EBITDA) was $93.1 million for the first quarter of 2008, unchanged from the first quarter of fiscal 2007. For the three months ended Dec. 31, 2007, retail propane volumes sold declined 1.3% to 279.1 million gallons from 282.9 million gallons sold in the prior year period. Weather was 7.2% warmer than normal compared to weather that was 8.6% warmer than normal in the prior year period, according to the National Oceanic and Atmospheric Administration. Eugene V. N. Bissell, chief executive officer of AmeriGas, said "Significant increases in propane sales prices caused by extraordinarily high propane costs resulted in customer conservation that more than offset higher volumes sold in the quarter from businesses we acquired last year. The average wholesale propane cost at Mt. Belvieu, Texas for the quarter increased 58.0% over the same period last year. In spite of the challenging environment of warm weather and high product cost, we continued to execute our strategies to build long term value for unitholders." Revenues for the quarter increased to $748.2 million from $616.6 million in the prior year period, reflecting higher average selling prices due to significantly higher propane product costs. Total margin increased $13.9 million mainly due to higher average retail propane unit margins and slightly higher ancillary income. Operating and administrative expenses rose primarily as a result of expenses associated with acquisitions, increased compensation and benefits costs and higher vehicle expenses. Although EBITDA was unchanged from the prior year, operating income decreased to $74.0 million from $75.3 million in the fiscal 2007 quarter, reflecting higher depreciation and amortization costs. Separately, AmeriGas Partners disclosed that for the three-year period ended Dec. 31, 2007, the compound annual total return on partnership units was 15.0%. About AmeriGas Partners AmeriGas Partners L.P. (NYSE: APU) -- http://www.amerigas.com/-- is a retail propane marketer, serving nearly 1.3 million customers from over 600 locations in 46 states. UGI Corporation (NYSE: UGI) through its subsidiaries owns 44.0% of the partnership and individual unit holders own the remaining 56%. * * * To date, AmeriGas Partners L.P. carries Moody's Investors Service 'Ba3' corporate family rating. The Rating Outlook is Stable. AMERICAN RAILCAR: Carl Icahn Acquires 9.% Stake in Greenbrier Cos. ------------------------------------------------------------------ Associated Press reports that billionaire investor Carl Icahn has amassed a 9.5% stake in railcar manufacturer Greenbrier Companies Inc., according to a filing with the Securities and Exchange Commission on Monday. Icahn acquired the stake through ARI Longtrain Inc., whose lone stockholder is American Railcar Industries Inc. According to the Associated Press, Icahn beneficially owns 53.7% of the common stock of American Railcar. According to the filing, Icahn acquired the shares in Greenbrier Companies Inc. because he is interested in a possible merger between American Railcar and Greenbrier. According to the Thomson Financial, Standard & Poor's Ratings said the combination would "contribute to improving ARI's business risk profile, by strengthening and diversifying its product portfolio." About American Railcar American Railcar Industries Inc., (NasdaqGS: ARII) -- http://www.americanrailcar.com/-- through its subsidiaries, engages in the design, manufacture, sale, and marketing of covered hopper and tank railcars in North America. It operates in two segments, Manufacturing Operations and Railcar Services. * * * American Railcar Industries carries Moody's Investors Service 'Ba3' corporate family and 'B1' senior unsecured debt ratings which were last placed on Feb. 14, 2007. ANTHONY LINSEY: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Anthony J. Linsey, Sr. 909 Wilshire Court Grayson, GA 30017 Bankruptcy Case No.: 08-61961 Chapter 11 Petition Date: February 4, 2008 Court: Northern District of Georgia (Atlanta) Judge: Joyce Bihary Debtor's Counsel: Evan M. Altman, Esq. Evan M. Altman Law Firm Bldg. 2 - Northridge 400 8325 Dunwoody Place Atlanta, GA 30350 Tel: (770) 394-6466 Fax: (770) 620-9042 Total Assets: $1,099,010 Total Debts: $1,188,207 Debtor's list of its 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ ------------ --------- Georgia Department of Revenue $42,720 Attention: Bankruptcy Department P.O. Box 38143 Atlanta, GA 30334 Internal Reveue Service - PA $34,704 P.O. Box 21126 Philadelphia, PA 19114-0326 Emory Credit Union $11,125 1237 Clairmont Road Decatur, GA 30030 Beneficial $10,076 Internal Revenue Service - GA $9,258 First Equity Card Bank Loan $4,338 HSBC $32,000 Collateral: $38,000 Unsecured: $3,000 Chase Home Finance Bank Loan $922,582 Collateral: $1,000,000 Unsecured: $0 M&T Mortgage Corp. Bank Loan $89,851 Collateral: $1,000,000 Unsecured: $0 Ford Credit Bank Loan $20,000 Collateral: $28,000 Unsecured: $0 Long Beach Acceptance Corp Bank Loan $11,553 Collateral: $14,000 Unsecured: $0 BAYONNE MEDICAL: Buyer-IJKG Pays $2.5MM to Settle Medicare Issues ----------------------------------------------------------------- The United States has agreed to settle for $2.5 million, plus interest, allegations that Bayonne N.J., Medical Center defrauded the Medicare program. The settlement is with IJKG LLC, the buyer of the hospital. Bayonne Medical Center is currently in bankruptcy. The settlement resolves allegations that the hospital improperly increased charges to Medicare patients in order to obtain enhanced reimbursement from Medicare. In addition to its standard payment system, Medicare provides supplemental reimbursement, called outlier payments, to hospitals and other health care providers in cases where the cost of care is unusually high. Congress enacted the supplemental outlier payment system to ensure that hospitals possess the incentive to treat inpatients whose care requires unusually high costs. The Justice Department alleged that, between January 2000 and August 2003, Bayonne purposefully inflated charges for inpatient and outpatient care to make these cases appear more costly than they actually were, and thereby obtained outlier payments from Medicare that it was not entitled to receive. In 2007, Bayonne Medical Center filed for bankruptcy under Chapter 11 of the Bankruptcy Code. As part of the proposed reorganization, IJKG LLC agreed to purchase the hospital's assets and to settle the United States' claims against the hospital. "This settlement demonstrates that the United States is determined to protect the Medicare program against hospitals and other health care providers who overcharge for their services," Jeffrey S. Bucholtz, acting assistant attorney general for the department's civil division, said. The civil settlement agreement resolves allegations against Bayonne that were filed in a lawsuit brought by a whistleblower under the federal False Claims Act. The False Claims Act permits private citizens, known as relators, to bring lawsuits on behalf of the United States. Under the settlement, James Monahan, the relator in the lawsuit, will receive $400,000. The settlement with Bayonne was the result of a coordinated effort in investigating and resolving the allegations by the Justice Department's Civil Division, Commercial Litigation Branch; the U.S. Attorney's Office for the District of New Jersey, Affirmative Civil Enforcement Unit; the Department of Health and Human Services, Office of the Inspector General and Office of Counsel to the Inspector General; the Centers for Medicare and Medicaid Services; and the Federal Bureau of Investigation. About Bayonne Medical Center Based in Bayonne, New Jersey, Bayonne Medical Center -- http://www.bayonnemedicalcenter.org/-- provides healthcare services and operates a medical center. The company operates a 278-bed fully accredited, acute-care hospital located in Hudson County. The company filed for Chapter 11 protection on April 16, 2007 (Bankr. D. N.J. Case No. 07-15195). Lawrence C. Gottlieb, Esq., Adam C. Rogoff, Esq., and Eric J. Haber, Esq., at Cooley Godward Kronish LLP, represent the Debtor in its restructuring efforts. Stephen V. Falanga, Esq., at Connell Foley LLP, is the Debtor's local counsel. Kurtzman Carson Consultants LLC is the Debtor's claims and noticing agent. Andrew H. Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis Epstein & Gross PC, represent the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed estimated assets and debts of $1 million to $100 million. The Debtor's exclusive period to file a plan expired Nov. 12, 2007. BARNERT HOSPITAL: Creditors' Committee, et al., Balk at Asset Sale ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Nathan and Miriam Barnert Memorial Hospital Association, dba Barnert Hospital asks the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey to deny the Debtor's request to sell substantially all of its assets to Hospital Associates LLC. The Committee tells the Court that the Debtor is seeking to sell assets which, it admitted, do not belong to the Debtor's estate. The Committee says the assets are included in the proposed sale for no reason other than that the proposed buyer wants them as part of the package. The Committee says the Debtor's sale proposal makes the secured lenders the sole beneficiaries of the sale. The Committee adds that the sale relies on the lenders' untested assertion that the assets being sold constitute their collateral. The Committee says it intends to file shortly an adversary complaint asserting the extent of the secured lenders' liens are narrower than assumed by Debtor; and in fact, are of unknown, and certainly unproven, worth. Even if the Court were to approve the sale, the Committee contests there is no reason at this time to approve any proposed allocation of sale proceeds. The Committee believes, and asks the Court to provide it opportunity to prove, that the estate's unencumbered assets are more than sufficient to provide a distribution to general unsecured creditors, once the secured creditors' overstatement of their liens is corrected. The Committee also objects to the proposed allocation because it unfairly shifts to the estate the attendant expenses for the maintenance and disposition of assets. The Sale Motion Pursuant to the Sale Motion filed by the Debtor, the proceeds of the Sale will be distributed as: (a) a Purchase Note in the amount of $5,000,000 will be paid directly to the New Jersey Health Care Facilities Financing Authority; (b) 75% of Pre-Closing accounts receivable (estimated by counsel for Debtor as worth in excess of $5,000,000) will also be paid to the Authority, and (c) $1,250,000, which allegedly represents the value of assets not subject to the Authority's liens, of which $500,000 is slated to pay Cain Brothers & Co. LLC., Debtor's investment bankers who shopped the property for the benefit of the secured creditor, and $750,000 will go to the estate, most likely (according to the voiced expectations of Debtor's counsel) to pay administrative expenses. Upon information and belief of the Committee, zero funds will be available for payment to any prepetition unsecured creditors. Life Trustees Limited Objection The Life Trustee of the Trust, established by Nathan Barnert by Trust Deeds dated 1914 and 1918, aka Life Trustees of Barnert Hospital, tells the Court that it opposes Barnert Hospital's motion to sell certain of its assets to Hospital Associates LLC. Life Trustee relates that it supports the arguments of the counsel to the Committee filed with the Court on Jan. 25, 2008, by the Guardian Ad Litem on Jan. 24, 2008. Life Trustee requests that the Court not approve the sale or in the alternative if the Court determines that the land owned by the Life Trustees on behalf of the heirs and the unborn heirs of Nathan Barnert will be included in the sale, that the Court require the continuation of the right of reverter in perpetuity as required by the Will of Nathan Barnert. Guardian Ad Litem Limited Objection Similarly, John W. Sywilok, Guardian Ad Litem for Living, Unborn and Unascertained Persons with Future and Reversion Interests in Block 8503, Lot 1, 23 & 24 in the City of Paterson filed with the Court his objection to the proposed sale of assets. Mr. Sywilok informs the Court that the Debtor's motion to sell the real property at Paterson seeks to terminate the "right of reverter." He says that the heirs have the right of reverter in that if the real property is not used in accordance with the restrictions in the 1914 and 1918 deeds, they would be entitled to title the property. He adds that the property in question is not property of the estate and remains in the names of the Trustees. Hence, the Debtor cannot sell this property. The sale, Mr. Sywilok asserts, will defeat the probable intent of Nathan Barnert who sought to insure the integrity and continued operation of the hospital facility. HUD and Authority Reserves Right to Object The New Jersey Health Care Facilities Financing Authority, the United States Department of Housing and Urban Development, the Bank of New York, as Bond Trustee, and MBIA Insurance Corporation also jointly filed their limited objection to the sale of the Debtor's assets. The Objectors contend that the Financing Authority authorized the issuance of Refunding Bonds Series 1999. The Authority entered in to a loan agreement with the Debtor, under which the Authority agreed to loan the proceeds of the Series 1999 Bonds to Barnert. The Debtor delivered to the Authority a Mortgage Note dated Jan. 28, 1999, in the amount of $34,876,000. The Authority Mortgage is secured by a small parcel of real property owned by Barnert with an interest of 3.75%. The Authority's liens does not include certain equipment financed by General Electric. As of Aug. 15, 2007, the Authority asserted a claim against the Debtor for an amount in excess of $26.25 million for prepetition debt. However, at the time the objection was filed, both HUD and the Authority have not decided whether they will consent to the sale. Both HUD and the Authority have been in constant communication with the Debtor. HUD and the Authority also allowed the Debtor to use their cash collateral to help its reorganization. Still, there are other significant issues yet to be resolved to the satisfaction of the secured parties, including Barnert's ability to finance itself until April 30, 2008, the Objectors tell the Court. They said the proposed sale is fraught with pitfalls. HUD and the Authority are not certain that the Debtor have enough resources to sustain operations until the proposed April 30, 2008 closing date. The secured parties will not consent to the sale especially when the purchase price is less than the aggregate value of liens on the assets. Due to the uncertainties, the secured parties request the Court to reserve their right to withhold consent and object to the sale of the assets. Blank Rome LLP represents The New Jersey Health Care Facilities Financing Agency and the United States Department of Housing and Urban Development. Reed Smith LLP represents The Bank of New York, as bond trustee. Winston & Strawn LLP represents MBIA Insurance Corporation. Barnert Closes, Transfers Patients As reported in the Troubled Company Reporter on Feb. 5, 2008, Barnert Hospital confirmed ending operations last weekend, including its outpatient department. The hospital's emergency room and mental health services remains open. On the night of Feb. 1, 2008, 24 out of the hospital's 41 patients were transferred to St. Joseph's Regional Medical Center, Nancy Collins at St. Joseph's said. The rest were either discharged or moved to other health care facilities, according to Steven Clark, Barnert spokesman. The hospital failed to close deal selling Barnert for $15 million after the U.S. Department of Housing and Urban Development denied the hospital support for a $3.2 million debtor-in-possession financing. The $3.2 million DIP fund was supposed to fund the hospital's operations until the sale deal is completed in April. About Barnert Hospital Nathan and Miriam Barnert Memorial Hospital Association, dba Barnert Hospital, -- http://www.barnerthospital.com/-- owns and operates a 256 bed general acute care community hospital located at 680 Broadway in Paterson, New Jersey. The company filed for chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631). David J. Adler, Esq., at McCarter & English, LLP, represents the Debtor in its restructuring efforts. Warren J. Martin Jr., Esq. and John S. Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the Official Committee of Unsecured Creditors in this case. Donlin Recano & Company Inc. is the Debtor's claims, noticing, and balloting agent. The Debtor's schedules reflect total assets of $46,600,967 and total liabilities of $61,303,505. The Court extended the Debtor's exclusive filing period to file a plan until April 11, 2008. As of January 2008, Barnert Hospital, together with two other hospitals, is facing two fraud cases that the U.S. Department of Justice has supported. The Department of Justice stated in its Web site that the United States has intervened against three New Jersey hospitals in two whistleblower lawsuits alleging that the hospitals defrauded Medicare. The three hospitals are Robert Wood Johnson University Hospital at Hamilton, and Bayonne Hospital. BEAR STEARNS: S&P Chips Ratings of Two Classes on Weak Performance ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its ratings on three classes of commercial mortgage pass-through certificates from Bear Stearns Commercial Mortgage Securities Inc.'s series 2004-BBA5. Concurrently, S&P lowered its ratings on two classes and affirmed S&P's ratings on the remaining two classes from this series. The rating actions follow S&P's analysis of the remaining loan in the pool, Colorado Mills. The analysis of the asset included a revaluation of the property securing the loan. The revaluation supports the raised and affirmed ratings at their current credit enhancement levels, which have increased since issuance. The continued weak operating performance of the property resulted in the downgrades of classes J and K. Although the credit support for class J has increased, it is no longer adequate to support an investment-grade rating. The remaining loan in the pool consists of a $115.0 million floating-rate interest-only A note indexed to the one-month LIBOR. The loan is currently scheduled to mature in November 2008 with a one-year extension available. The total mortgage debt is $170.0 million, with a $55 million B note held outside of the trust. The loan is secured by 921,900 sq. ft. of the 1.1 million-sq.-ft. Colorado Mills property, which is a single-level entertainment and value-oriented regional mall in Lakewood, Colorado. A 181,000- sq.-ft. Target shadow anchors the property. Since year-end 2005, the reported effective gross income from the property has declined each year. The declines were primarily due to decreased occupancy. As of November 2007, the occupancy was 78%, down from 94% at year-end 2006. The most recent decline in occupancy is due to the loss of an anchor tenant in September 2007, occupying 7% of the gross leasable area, coupled with a drop in the in-line occupancy to 77% as of November 2007 from 91% as of year-end 2006. Simon Property Group (A-/Stable/--), together with Farallon Capital Management LLC, a California-based hedge fund, completed an acquisition of Colorado Mills as part of their joint acquisition of the original sponsor, The Mills Corp., on April 3, 2007. Simon is attempting to address the property's weak operating performance. Simon transferred property management from a wholly owned Mills subsidiary to a wholly owned Simon entity in the second half of 2007. Simon also expressed its intentions to leverage its relationships with various national retailers to lease up the vacant space and is exploring other venues to boost revenue and lower operating expenses. Simon expects occupancy to stabilize in the low- to mid-90% area by the end of 2009. Standard & Poor's used a stabilized approach to revalue the loan collateral. The analysis assumed a stabilized occupancy in the low- to mid-90% area and considered local market conditions, as well as Simon's increased involvement in the operations of the property. The results of S&P's analysis support the revised and affirmed ratings. Ratings Raised Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-through Certificates Series 2004-BBA5 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ E AAA AA 85.88% F AAA A+ 66.36% G A+ A- 50.19% Ratings Lowered Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-through Certificates Series 2004-BBA5 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ J BB+ BBB- 21.34% K B+ BB N/A Ratings Affirmed Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-through Certificates Series 2004-BBA5 Class Rating Credit enhancement ----- ------ ------------------ H BBB+ 36.56% X-1B AAA N/A N/A-Not applicable. BELIEVERS BIBLE: Case Summary & Eight Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Believers Bible Christian Church, Inc. 3689 Campbellton Road S.W. Atlanta, GA 30331 Bankruptcy Case No.: 08-61958 Chapter 11 Petition Date: February 4, 2008 Court: Northern District of Georgia (Atlanta) Judge: Joyce Bihary Debtors' Counsel: Paul Reece Marr, Esq. Paul Reece Marr, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Tel: (770) 984-2255 http://www.mindspring.com/ Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Consolidated Debtor's List of Eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service taxes $514,844 Bankruptcy/Insolvency P.O. Box 21126 Philadelphia Georgia Department of Revenue taxes $45,751 Bankruptcy Insolvency Unit P.O. Box 3889 Atlanta, GA 30334 Trace Dillon, Esq. account payable $15,282 Satellite Shelters Inc. 2775 Cruse Road, Suite 201 Lawrenceville, GA 30044 Fulton County Tax taxes $28,240 Vesta Holding/Hearwood II purchase $8,667 Dell Financial Services account payable $2,744 Office Depot account payable $1,450 System 5 Electronic Inc. account payable $1,377 BELO CORP: S&P Chips Rating on $33 Mil. Certs. to 'BB' From 'BB+' ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on two Belo Corp.-related pass-through transactions and removed them from CreditWatch with negative implications. The rating actions reflect the Feb. 1, 2008, lowering of the rating on the underlying securities, the 7.25% debentures due Sept. 15, 2027, issued by Belo Corp., and its removal from CreditWatch negative. PreferredPLUS Trust Series BLC-1 and PreferredPLUS Trust Series BLC-2 are pass-through transactions, and the ratings on them are based solely on the rating assigned to the underlying securities, the 7.25% debentures issued by Belo Corp. Ratings Lowered and Removed From CreditWatch Negative PreferredPLUS Trust Series BLC-1 $33 Million 7.875% Trust Certificates Series BLC-1 Rating ------ Class To From ----- -- ---- Certificates BB BB+/Watch Neg PreferredPLUS Trust Series BLC-2 $34 Million 8.000% Trust Certificates Series BLC-2 Rating ------ Class To From ----- -- ---- Certificates BB BB+/Watch Neg BLUE FROG: Files for Chapter 7 Bankruptcy to Liquidate Assets ------------------------------------------------------------- Seattle, Washington-based Blue Frog Mobile, which works with TV stations to allow viewers to text messages in to appear on the screen, filed for Chapter 7 bankruptcy Friday, various reports say. The company listed fewer than 50 creditors, between $1 and $10 million in assets, and $500,000 to $1 million in liabilities, MocoNews.net reports. Certain issues, however, are unclear. According to Seattle Post Intelligencer, the estate's Chapter 7 trustee, Bruce Kriegman, called the situation a "big mess." Seattle Post Intelligencer relates two separate factions have laid claim to Blue Frog. Mr. Kriegman said he is not sure who has authority over the company. Blue Frog raised $16,000,000 from Canaan Partners and MK Capital three years ago. MocoNews.net relates that the company did make significant progress in its four years of existence. The company used to sell ringtones and wallpapers, but later changed focus to selling its TXTV service, launching at one point in Detroit, Indianapolis and Phoenix and Los Angeles during odd hours and on off-brand TV stations, according to MocoNews.net. According to Seattle Post Intelligencer, Mr. Kriegman said he intends to focus on finding out whether the Chapter 7 filing was authorized or not "because -- for lack of better words -- the old board and the new board are contesting who is in charge." The group that filed the Chapter 7 bankruptcy is led by John Thull, a Blue Frog employee who handles network operations, Seattle Post Intelligencer relates. "No one really knows who is running the company," an unnamed shareholder told Seattle Post Intelligencer. "The venture capitalists deserted the company and kind of left it adrift," that shareholder said. In December, Blue Frog chopped 55 employees, shut down a Hispanic television channel and announced the resignation of board member Maha Ibrahim of Canaan Partners, Seattle Post Intelligencer relates. Chief Executive Victor Siegel -- who at the time of the layoffs said he felt good about Blue Frog's prospects -- recently resigned. Seattle Post Intelligencer says Blue Frog has claimed a work force of about 235 people, with the bulk of those people in the Philippines. Mr. Kriegman, Seattle Post Intelligencer reports, was told that the Philippines operation closed in January, with employees there allegedly receiving wages. Mr. Kriegman has yet to confirm the matter. Mr. Kriegman also said several employees in the Seattle office may have gone unpaid. BMB ENTERPRISES: Case Summary & Two Largest Unsecured Creditors --------------------------------------------------------------- Debtor: BMB Enterprises, Inc. 60 Knickerbocker Avenue Bohemia, NY 11716 Bankruptcy Case No.: 08-40672 Chapter 11 Petition Date: February 5, 2008 Court: Eastern District of New York (Brooklyn) Debtor's Counsel: Salvatore LaMonica, Esq. LaMonica Herbst and Maniscalco 3305 Jerusalem Avenue Wantagh, NY 11793 Tel: (516) 826-6500 Fax: (516) 826-0222 Total Assets: $1,250,000 Total Debts: $758,629 Debtor's list of its Two Largest Unsecured Creditors: Entity Claim Amount ------ --------- Town of Islip $17,000 Receiver of Taxes 41 Nassau Avenue Islip, NY 11751 NYS Department of Taxation and Finance $738 Bankruptcy Unit, Building 8, Room 455 W.A. Harriman State Campus Albany, NY 12227 BOSTON HILL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Boston Hill Realty Trust 93 Main Street Kingston, MA 02364 Bankruptcy Case No.: 08-10830 Type of Business: The Debtor owns and manages real estate. Chapter 11 Petition Date: February 5, 2008 Court: District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Earl D. Munroe, Esq. Munroe & Chew 5 Broadway Saugus, MA 01906 Tel: (617) 848-1218 Fax: (617) 507-8377 Total Assets: $28,300,000 Total Debts: $17,544,341 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Department of Environmental trade debt $40,500 Protection Commonwealth Master Lockbox P.O. Box 3982 Boston, MA 02241 Town of Westborough $25,000 Collector of Taxes 34 West Main Street Westborough, MA 01581 Nextel Communications trade debt $21,297 P.O. Box 17621 Baltimore, MD 21297 Town of Northborough $15,000 B.L. Makepeace trade debt $8,411 Northland Willette, Inc. trade debt $5,832 Town of Shrewsbury $5,000 David Prybyla Electrical trade debt $3,916 Driveway Corp. trade debt $3,400 Ronald Rainer $2,000 Aggregate Industries trade debt $1,513 Atlantic Blasting Co., Inc. trade debt $1,500 Premium Fuels Corp. trade debt $939 Surbaban Propane trade debt $938 LaFleur Electric Co., Inc. trade debt $604 T.G.G., Inc. trade debt $603 Labor Ready Northeast, Inc. trade debt $358 Maine Lubrication bank loan $246 Leo Dodier $100 Mark Valas $100 BROOKSIDE TECH: Posts $1.4 Million Net Loss in 2007 Third Quarter ----------------------------------------------------------------- Brookside Technology Holdings Corp. reported a net loss of $1,444,691 for the third quarter ended Sept. 30, 2007, compared with net income of $223,532 in the same period of 2006. Total revenues from operations for quarter ended Sept. 30, 2007, were $927,036, compared to $1,123,494 reported for the same period in 2006, a decrease of $196,458 or 17.5%. General and administrative expenses were $841,130 and $303,432 for the quarter ended Sept. 30, 2007, and 2006, respectively. The increase in 2007 was due primarily to the administrative costs associated with being a public company, such as legal, accounting, public relations and investor relations, as well as additional administrative headcount, and 17 days of expenses from U.S. Voice and Data, LLC. The company recognized $933,615 of amortization expense for the quarter ended Sept. 30, 2007, related to the accounting treatment of the warrants issued and allocation of beneficial conversion in connection with the debt financing for the acquisition of USVD. There was no such expense for the comparable period in 2006. Balance Sheet At Sept. 30, 2007, the company's consolidated balance sheet showed $18,789,300 in total assets, $9,226,804 in total liabilities, and $9,562,496 in total stockholders' equity. The company's consolidated balance sheet also showed strained liquidity with $3,855,714 in total current assets available to pay $6,577,777 in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?27c9 Going Concern Doubt The company has incurred net losses during the nine months ended Sept. 30, 2007, and the years ended Dec. 31, 2006, 2005, and 2004. The company has a working capital deficit of $2,722,063 at Sept. 30, 2007. The company said that these matters raise substantial doubt about the company's ability to continue as a going concern. About Brookside Technology Holdings Based in Austin, Texas, Brookside Technology Holdings Corp. (OTC BB: BKSD) -- http://www.brooksideus.com/-- through its subsidiary companies, analyzes, designs, sells, and implements converged Voice over IP, data, video, and wireless business communications systems. BRUCE STRICKLAND: Case Summary & Largest Unsecured Creditor ----------------------------------------------------------- Debtor: Bruce E. Strickland Katrina Woodard Strickland 17 Ball Creek Way Atlanta, Georgia 30350 Bankruptcy Case No.: 08-62233 Chapter 11 Petition Date: February 5, 2008 Court: Northern District of Georgia (Atlanta) Judge: Paul W. Bonapfel Debtor's Counsel: David L. Miller, Esq. Law Offices of David L. Miller The Galleria - Suite 960 300 Galleria Parkway, NW Atlanta, Georgia 30339 Tel: 404-231-1933 Estimated Assets: $1,000,001 to $10 million Estimated Debts: $1,000,001 to $10 million Debtor's list of its Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Carey Steele Alleged Security Unknown dba Steele Security Services 7357 Indian Hill Trail Riverdale, GA 30296 CAPRI CONDOMINIUMS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: The Capri Condominiums, L.P. 4300 West Cypress Street, Suite 1075 Tampa, FL 33607 Bankruptcy Case No.: 08-01553 Type of Business: The Debtor owns and manages condominiums. Chapter 11 Petition Date: February 6, 2008 Court: Middle District of Florida (Tampa) Debtor's Counsel: Maureen A. Vitucci, Esq. Gray Robinson, P.A. 301 East Pine Street, Suite 1400 Orlando, FL 32802 Tel: (407) 843-8880 Fax: (407) 244-5690 Total Assets: $10 Million to $50 Million Total Debts: $10 Million to $50 Million The Debtor did not file a list of its largest unsecured creditors. CA-TEL TELECOM: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Ca-Tel Telecommunications, Inc. 878 West Illini Street Phoenix, AZ 85041 Bankruptcy Case No.: 08-01089 Type of Business: The Debtor is a fiber optic cable installation contractor. Chapter 11 Petition Date: February 5, 2008 Court: District of Arizona (Phoenix) Judge: Redfield T. Baum, Sr. Debtor's Counsel: James F. Kahn, Esq. James F. Kahn, P.C. 301 East Bethany Home Road, Suite C-195 Phoenix, AZ 85012 Tel: (602) 266-1717 Fax: (602) 266-2484 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's list of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ ------------- --------- Allied Insurance Co Trade Debt $112,912 P.O. Box 52014 Phoenix, AZ 85072-2014 Chase Card Services Trade Debt $78,522 P.O. Box 94014 Palatine, IL 60094-4014 Complete Cable Trade Debt $67,200 40 North Center Street Suite 200 Mesa, AZ 85201 Ditch Witch Trade Debt $63,588 Fennemore Craig Trade Debt $60,000 Firebird Fuel Co Trade Debt $51,236 Interwest Safety Trade Debt $47,861 KT-PC Trade Debt $44,705 Matco Pipeline Trade Debt $32,721 MRM Construction Trade Debt $31,746 Neff Rental Trade Debt $31,529 NEXTEL Trade Debt $30,635 PacifiCare Trade Debt $29,193 PFS Trade Debt $27,231 Quarles & Brady LLP Trade Debt $25,962 R&A CPAs Trade Debt $24,957 Rinker Materials Trade Debt $24,640 Southwest Materials Trade Debt $24,527 Trench Shore Rentals Trade Debt $24,268 United Rentals Trade Debt