/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/080602.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 2, 2008, Vol. 12, No. 130 Headlines 310 BEALE STREET: Voluntary Chapter 11 Case Summary ACA AQUARIUS: Moody's Junks Rating on $1.266MM Class A1S Notes ACA CDS: Moody's Lowers Note Rating to B1 from Baa1 ACT ABATEMENT: Involuntary Chapter 11 Case Summary AES CORP: Gets Consent to Amend Indenture on 8.75% Notes AFC ENTERPRISES: April 20 Balance Sheet Upside-Down by $51 Million ALCATEL-LUCENT: To Lay Off More Employees Under Merger ALLEN-VANGUARD: Moody's Assigns B1 Corporate Family Rating ALTA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ALTRA INDUSTRIAL: S&P Lifts Rating to B+ on Strong Performance AMERICAN AXLE: S&P Trims Rating After United Auto Workers Strike AMERICAN AXLE: Agreement with UAW Won't Affect Fitch's 'BB' Rating AMPEX CORP: Panel Says Plan Is Defective, Wants Full Disclosure ARTHUR KHATCHADRIAN: Voluntary Chapter 11 Case Summary ASARCO LLC: AMC and Grupo Mexico Cry Foul on Fraud Accusations ASARCO LLC: To Sell Operating Assets for $2.6 Bil. to Vedanta ASARCO LLC: Asarco Inc. Seeks Docs Related to Bidding Process ASCENSION LOAN: Moody's Assigns Ba2 Rating to $60MM Class E Notes ASSOCIATED PRINTING: Case Summary & 20 Largest Unsec. Creditors ATM OUTSOURCES: Case Summary & Largest Unsecured Creditor AVALON RE: S&P Says Junked Notes Maturity Date Moved to September BEAR STEARNS: District Court Bars Funds' Liquidation in Cayman BEDROCK MANAGED SVCS: Case Summary & 20 Largest Unsec. Creditors BEVERAGE CONCEPTS: Case Summary & 12 Largest Unsecured Creditors BHM TECHNOLOGIES: Asks Court to Fix July 31 As Claims Bar Date BHM TECHNOLOGIES: Wants to Employ Varnum as Corporate Counsel BHM TECHNOLOGIES: Wants to Employ Rothschild as Investment Bankers BHM TECHNOLOGIES: Gets Court Okay to Hire Kurtzman as Claims Agent BOSTON SCIENTIFIC: Will Pay $250MM in Patent Infringement Dispute BUFFETS HOLDINGS: Court Approves ATL as Tax Consultants BUFFETS HOLDINGS: Wants Plan Filing Deadline Extended to Sept. 30 BUFFETS HOLDINGS: Annual Incentive Plans for 2008 & 2009 Approved CABLEVISION SYSTEMS: Moody's Rates Proposed $500MM Debt 'B1' CALPINE CORP: Rejects Proposed All-Stock Takeover Bid of NRG CHINA AOXING: Posts $2,285,426 Net Loss in 3rd Qtr. Ended March 31 CIT GROUP: Moody's Lowers Ratings on Ongoing Business Transitions CIT GROUP: Disagrees with Moody's Move to Downgrade Rating CIVIC TOWERS: Case Summary & Four Largest Unsecured Creditors CLARIENT INC: Appoints Raymond J. Land as Chief Financial Officer CLASS 2006-13 TODI: Moody's Trims Rating on $10MM Notes to Ba3 CLASS V FUNDING: Moody's Cuts Ratings to C on Four Note Classes CLEAR CHANNEL: S&P Retains 'B+' Credit Rating Under Neg. Watch COINSTAR INC: S&P's 'BB' Rating Unaffected by Shamrock Deal COMPLETE CONVENIENCE: Case Summary & Largest Unsecured Creditors CRYOCOR INC: Posts $4,009,000 Net Loss in 2008 First Quarter CSC HOLDINGS: Prices $500 Million Offering of 8-1/2% Senior Notes CV ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors D&G AUTO: Case Summary & Largest Unsecured Creditors DAVID PARRY: Case Summary & Largest Unsecured Creditors DELPHI CORP: Wants August 1 Adversary Trial Against Appaloosa DELPHI CORP: Merrill Lynch Holds 1,482,658 Shares of Common Stock DOMTAR CORP: Moody's Puts Ratings Under Review for Possible Lift ELECTRO ENERGY: Posts $3,888,096 Net Loss in 2008 First Quarter EQUIFIRST NET: Fitch Chips Rating on $2.5MM Notes to 'C/DR6' FINLAY ENTERPRISES: S&P Cuts Ratings on Weak Operating Performance FREEDOM COMMS: Revenue Decline Prompts S&P to Cut Ratings to B- GMAC COMMERCIAL: Fitch Puts Two Low-B Ratings Under Neg. Watch GREEKTOWN HOLDINGS: Case Summary & 40 Largest Unsecured Creditors GULFMARK OFFSHORE: Planned Rigdon Deal Won't Affect S&P's Ratings HAIGHTS CROSS: March 31 Balance Sheet Upside-Down by $156.6 MM HAMILTON GARDENS: Moody's Cuts Rtng. on Change in Severity of Loss HANCOCK FABRICS: Discloses Rights Offering for $20MM Secured Notes HASCO NET: Fitch Takes Rating Actions on 13 Note Classes HEALTH MANAGEMENT: Moody's Confirms B1 Rating on Strong Liquidity HENRY OIL: Voluntary Chapter 11 Case Summary HIBEL REALTY: Case Summary & 8 Largest Unsecured Creditors HIGHLAND PARK: S&P Puts Ratings on Six Loan Classes at Neg. Watch HITTER DC: Voluntary Chapter 11 Case Summary HQ RECRUITMENT: Voluntary Chapter 11 Case Summary HSPI DIVERSIFIED: Moody's Trims Ratings on Poor Credit Quality HUNTER'S POINT: Voluntary Chapter 11 Case Summary HURRICANE MEMPHIS: Voluntary Chapter 11 Case Summary IDLEAIRE TECHNOLOGIES: Court Approves Sale Bidding Procedures IMARX THERAPEUTICS: Posts $2.5 Million Net Loss in 2008 First Qtr. IMPART INC: Voluntary Chapter 11 Case Summary INDALEX HOLDING: Poor Liquidity Position Cues Moody's Rating Cuts INDALEX HOLDING: S&P Junks Rating on Second-Lien Notes INDIANA SOFT: Voluntary Chapter 11 Case Summary INNOVATIVE PBX: Voluntary Chapter 11 Case Summary JP MORGAN: Fitch Lowers Ratings on Four Classes of NIM Notes KANSAS CITY SOUTHERN: Unit Mulls $250MM Offering of Senior Notes KATHLEEN TAYLOR: Case Summary & 10 Largest Unsecured Creditors KH FUNDING: Posts $94,923 Net Loss in 2008 First Quarter KLBL LLC: Files Schedules of Assets and Liabilities KLBL LLC: Gets Go-Signal to Hire Jackson Cook as Counsel KOPIN CORP: Nasdaq to Consider Securities Delisting on July 17 LIBERTY HARBOUR: Moody's Chips Ratings on Four Note Classes to C LIMITED BRANDS: Moody's Holds Ratings and Changes Outlook to Neg. MARCO BONILLA: Case Summary & 13 Largest Unsecured Creditors MARIMANDA TILLMAN: Case Summary & 11 Largest Unsecured Creditors MARY NEIMANN: Case Summary & 19 Largest Unsecured Creditors MAXXAM INC: Resolves Listing Deficiency with AMEX MEMORY PHARMA: March 31 Balance Sheet Upside-Down by $4.3 Million MERITAGE HOMES: Inks Instrument of Resignation with Two Banks MESA AIR: Discloses Deal with Holders of Senior Notes Due 2023 MICHAEL MEISNER: Case Summary & Six Largest Unsecured Creditors MICHAEL MOFFATT: Case Summary & 17 Largest Unsecured Creditors MICHAEL SHULER: Case Summary & 15 Largest Unsecured Creditors MILTON HUNTER: Case Summary & Four Largest Unsecured Creditors MEDICOR LTD: Wants Exclusive Plan Filing Period Moved to June 30 MORGAN STANLEY CAPITAL: S&P Puts Default Rating on Class M Certs. MOHSEN SARFARAZI: Case Summary & 12 Largest Unsecured Creditors NAVISTAR INT'L: Fitch Simultaneously Holds Ratings, Removes Watch PIERRE FOODS: Moody's Puts B3 Corp. Family Rating Under Review PRIMEDIA INC: Charles Stubbs Joins Board of Directors PROIA & GOULETTE: Hires Ullian & Associates as Counsel QUAIL LAKE: Court Wants Chapter 11 Plan Filed by June 17 QUAIL LAKE: Can Hire James Wood as Bankruptcy Counsel QUEBECOR WORLD: Obtains OK to Sell Aircraft for $20.3 Million QUEBECOR WORLD: Sells European Biz to HHBV for EUR133 Million RADCO PROPERTIES: Case Summary & 15 Largest Unsecured Creditors RCS-CHANDLER: Has Potential Buyer, Developer Tells Court RESSLER HARDWOODS: Case Summary & 20 Largest Unsecured Creditors RIDGEVIEW PROFESSIONAL: Case Summary & Seven Largest Creditors RITCHIE RISK: Parent Hires Maple Life to Sell $2BB Insurance Line RIVER BEND: Case Summary & 20 Largest Unsecured Creditors ROBERT CALDICOTT: Voluntary Chapter 11 Case Summary SAMUEL RONDA: Case Summary & Eight Largest Unsecured Creditors SCH DEVELOPMENT: Voluntary Chapter 11 Case Summary SCOTTISH RE: Financial Uncertainty Cues Fitch to Junk Ratings SECURITIZED ASSET: Fitch Downgrades Ratings on 23 NIM Notes SILVERJET PLC: Grounds Planes on Failure to Secure Financing SIX FLAGS: Stockholders Okay 2008 Stock Option & Incentive Plan SOLAR COSMETIC: Wants to Hire Shutts & Bowen as Counsel SOLAR COSMETIC: Files Schedules of Assets and Liabilities SORIN VI: Moody's Chips Note Ratings on Increased Expected Losses SOUNDVIEW NET: Fitch Takes Rating Actions on Paydown Performance SOUTHWEST CHARTER: Case Summary & 20 Largest Unsecured Creditors STACK 2005-2: Poor Credit Quality Cues Moody's to Junk Ratings SUNCREST LLC: Allowed Access to Lenders' DIP Loan, Cash Collateral TEGRANT CORP: S&P Slashes Corporate Credit Rating to CCC+ from B- TWL CORP: March 31 Balance Sheet Upside-Down by $23,270,319 UAL CORP: Fitch Holds Ratings and Revises Outlook to Negative US AIRWAYS: Fitch Cuts Ratings After Spike on Crude & Jet Oil Cost USEC INC: Inks $92 Mil. Manufacturing Contract with Teledyne Brown VANILLA GORILLA: Voluntary Chapter 11 Case Summary VERDIER PLANTATION: Case Summary & 29 Largest Unsecured Creditors VI-JON INC: S&P Holds All Ratings, Changes Outlook to Positive WARNER MUSIC: S&P Holds 'BB-' Credit Rating, Removes Neg. Watch WELLS FARGO: Fitch Cuts Rating on $2.8MM Notes to C/DR6 from BB WENTWORTH ENERGY: Earbs $2,238,452 in 2008 First Quarter WM ASSET: Fitch Slashes Ratings on Two Classes of Notes to 'C/DR6' * S&P Says Credit Quality of US Homebuilders Continues to Fall * AlixPartners Names Frederick Crawford as CEO and Board Member * BOND PRICING: For the Week of May 26 - May 31, 2008 ********* 310 BEALE STREET: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: 310 Beale Street Properties, LLC 4728 Spottswood Memphis, TN 38117 Bankruptcy Case No.: 08-24506 Chapter 11 Petition Date: May 9, 2008 Court: Western District of Tennessee (Memphis) Judge: George W. Emerson Jr. Debtor's Counsel: P. Preston Wilson, Esq. Gotten, Wilson, Savory & Beard 88 Union Avenue, 14th Floor Memphis, TN 38103 Tel: 901-523-1110 Fax: 901-523-1139 E-mail: ppwgwsb@bellsouth.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors. ACA AQUARIUS: Moody's Junks Rating on $1.266MM Class A1S Notes -------------------------------------------------------------- Moody's Investors Service has downgraded and left on review for possible further downgrade the rating of one class of notes issued by ACA Aquarius 2006-1, Ltd. The notes affected by rating action are as: Class Description: $1,266,000,000 Class A1S Variable Funding Senior Secured Floating Rate Notes Due 2046 -- Prior Rating: B2, on review for possible downgrade -- Current Rating: Caa1, on review for possible downgrade The rating action reflects deterioration in the credit quality of the underlying portfolio, as well as the occurrence, as reported by the Trustee, of an event of default on May 9, 2008 caused by a failure of the Senior Credit Ratio to be greater than or equal to 100.0 per cent, as described in Section 5.1(h) of the Indenture dated Sept. 12, 2006. ACA Aquarius 2006-1, Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of certain Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. The rating downgrades taken today reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The severity of losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued following the default event. Because of this uncertainty, the rating assigned to Class A1S Notes remains on review for possible further action. ACA CDS: Moody's Lowers Note Rating to B1 from Baa1 --------------------------------------------------- Moody's Investors Service has downgraded the ratings on these notes issued by ACA CDS 2006-1A: Class Description: ACA CDS 2006-1A Tranche Baa1 REF: 181799 -- Prior Rating: Baa1, on review for possible downgrade -- Current Rating: B1 According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of corporate securities. ACT ABATEMENT: Involuntary Chapter 11 Case Summary -------------------------------------------------- Alleged Debtor: ACT Abatement Corp. 18 Broadway Lawrence, MA 01840 Case Number: 08-41717 Type of Business: The Debtor is an asbestos abatement company. Involuntary Petition Date: May 29, 2008 Court: District of Massachusetts (Worcester) Judge: Joel B. Rosenthal Petitioner's Counsel: Gregory A. Geiman, Esq. Segal Roitman, LLP 111 Devonshire Street 5th Floor Boston, MA 02109 Tel: (617) 742-0208 Fax: (617) 742-2187 ggeiman@segalroitman.com Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Massachusetts Laborers' Fringe Benefit $48,733 Health and Welfare Fund Contributions Massachusetts Laborers' Fringe Benefit $26,257 Pension Fund Contributions Massachusetts Laborers' Fringe Benefit $25,037 Annuity Fund Contributions AES CORP: Gets Consent to Amend Indenture on 8.75% Notes -------------------------------------------------------- The AES Corporation disclosed that in connection with its tender offer and consent solicitation, it has received the requisite consents from the holders of a majority of its outstanding 8.75% Second Priority Senior Secured Notes due 2013 to adopt certain proposed amendments to the indenture governing the Secured Notes. As of 5:00 p.m., New York City time on May 28, 2008, $341.2 million aggregate principal amount of Secured Notes were tendered for purchase in the tender offer and the consent solicitation and consents relating to $314.4 million aggregate principal amount of Secured Notes were delivered in the consent solicitation without the related Secured Notes being tendered in the tender offer. As a result, the company received consents representing $655.6 million aggregate principal amount of Secured Notes or representing approximately 87% of the total outstanding principal amount of Secured Notes in the consent solicitation. The company and the trustee for the Secured Notes have entered into a supplemental indenture in respect of the proposed amendments which will eliminate many of the restrictive covenants in the indenture governing the Secured Notes; however, the proposed amendments will not become operative until the company has paid the applicable consideration with respect to the Secured Notes that have been validly tendered and accepted for payment in accordance with the terms and conditions of the tender offer and the company has paid the consent fee with respect to all consents that have been validly delivered prior to the Consent Time in accordance with the terms and conditions of the consent solicitation. In addition to the Secured Notes, as of the Early Tender or Consent Time, the aggregate principal amount of these series of the company's senior unsecured notes were validly tendered in the tender offer: (i) $312.8 million of 9.50% Senior Notes due 2009; (ii) $207.2 million of 9.375% Senior Notes due 2010; and (iii) $175.2 million of 8.875% Senior Notes due 2011. For each series of Notes, AES is offering to purchase, subject to the Maximum Tender Cap of $377,030,000 aggregate principal amount for all Notes combined, an aggregate principal amount up to the Series Tender Cap for such series of Notes. The amount of each series of Notes that will be purchased in the tender offer will be based on the Maximum Tender Cap, the Series Tender Cap and the order of priority for such series of Notes. a) Title of Security: 8.75% Second Priority Senior Secured Notes due 2013 CUSIP/ISIN Number: 00130HBA2/U0080RAF7 Aggregate Principal Amount Outstanding: $752,553,000 Series Tender Cap: $377,030,000 less Untendered Note Consents(1) Acceptance Priority Level: 1 Tender Offer Consideration(2): $1,020.00 Early Tender Premium(2): $20 Consent Fee(2): $3.75(3) Total Consideration(2): $1,043.75 b) Title of Security: 9.50% Senior Notes due 2009 CUSIP/ISIN Number: 00130HAQ8 Aggregate Principal Amount Outstanding: $467,308,000 Series Tender Cap: $240,000,000 Acceptance Priority Level: 2 Tender Offer Consideration(2): $1,035.00 Early Tender Premium(2): $20 Consent Fee(2): N/A Total Consideration(2): $1,055.00 c) Title of Security: 9.375% Senior Notes due 2010 CUSIP/ISIN Number: 00104CAA6 Aggregate Principal Amount Outstanding: $422,665,000 Series Tender Cap: $180,000,000 Acceptance Priority Level: 3 Tender Offer Consideration(2): $1,057.50 Early Tender Premium(2): $20 Consent Fee(2): N/A Total Consideration(2): $1,077.50 d) Title of Security: 8.875% Senior Notes due 2011 CUSIP/ISIN Number: 00130HAU9 Aggregate Principal Amount Outstanding: $306,805,000 Series Tender Cap: $120,000,000 Acceptance Priority Level: 4 Tender Offer Consideration(2): $1,045.00 Early Tender Premium(2): $20.00 Consent Fee(2): N/A Total Consideration(2): $1,065.00 (1) AES is offering to purchase up to $377,030,000 aggregate principal amount of its Secured Notes less the aggregate principal amount of Secured Notes for which the holders have delivered a consent without tendering the related Secured Notes in the tender offer, such Consents being referred to herein as "Untendered Note Consents". (2) Per $1,000 principal amount of Notes. (3) The consent fee will only be paid if the proposed amendments become operative. Withdrawal rights of tendered Notes and revocation of consents expired at the Early Tender/Consent Time. The tender offer for each series of Notes and the consent solicitation will expire at 12:00 midnight, New York City time, on June 11, 2008, unless extended or earlier terminated, with settlement to occur promptly thereafter. Consummation of the tender offer for all series of Notes and the consent solicitation is subject to the satisfaction or waiver of certain conditions described more fully in the Offer to Purchase, but the financing condition and the receipt of the requisite consents to the proposed amendments described in the Offer to Purchase have been satisfied. AES reserves the right, in its sole discretion, to waive or modify any one or more of the remaining conditions to the tender offer and the consent solicitation, in whole or in part at any time, or to terminate or amend the tender offer and consent solicitation for any reason. Citi and Lehman Brothers are the Dealer Managers for the tender offer and the consent solicitation. Global Bondholder Services Corporation is acting as the Information Agent and the Depositary. Persons with questions regarding the tender offer or the consent solicitation should contact Citi at 800-558-3745 (toll free) or 212-723-6106 (collect) and Lehman Brothers at 800-438-3242 (toll free) or at 212-528-7581 (collect). Requests for copies of Offer to Purchase and the Letter of Transmittal may be directed to Global Bondholder Services Corporation at (866) 873-7700 (toll free) or (212) 430-3774. About AES Corporation Headquartered in Arlington, Virginia, AES Corporation -- http://www.aes.com/-- a power company, operates in South America, Europe, Africa, Asia and the Caribbean countries. Generating 44,000 megawatts of electricity through 124 power facilities, the company delivers electricity through 15 distribution companies. AES has been in Eastern Europe for over ten years, since it acquired three power plants in Hungary in 1996. Currently, AES has two distribution companies in Ukraine, which serve 1.2 million customers and generation plants in the Czech Republic and Hungary. AES is also the company in biomass conversion in Hungary, generating 37% of the nation's total renewable generation in 2004. * * * As reported in the Troubled Company Reporter on May 16, 2008, Moody's Investors Service assigned a B1 rating to The AES Corporation's proposed issuance of $600 million senior unsecured notes due 2020. In addition, Moody's has affirmed the ratings of AES, including the company's Corporate Family Rating at B1, its Probability of Default Rating at B1, its senior secured credit facilities at Ba1, its second priority senior secured notes at Ba3, its senior unsecured notes at B1 and its trust preferred securities at B3. The rating outlook for AES is stable. AFC ENTERPRISES: April 20 Balance Sheet Upside-Down by $51 Million ------------------------------------------------------------------ AFC Enterprises Inc.'s balance sheet at April 20, 2008, showed total assets of $146.2 million and total liabilities of $196.8 million resulting in a total shareholders' deficit of $50.6 million. AFC reported net income of $6.4 million for first quarter ended April 20, 2008, compared to $6.4 million last year. Excluding the pre-tax impact of $1.3 million from other non-operating income, net income would have been $5.6 million. The company repurchased 2.1 million shares of common stock for $16.6 million. During the quarter, the company entered into a $15 million accelerated stock repurchase program to take advantage of market conditions, and retired 2.0 million shares of common stock pursuant to this program. The company is continuing to identify experienced and qualified franchisees to purchase the company-operated restaurants as part of its new strategic initiative. Net income was $6.4 million, or $0.24 per diluted share, compared to $6.4 million, or $0.22 per diluted share, last year. Net income in the first quarter benefited by approximately $0.03 per diluted share from other income. The company's free cash flow remains strong at $8.8 million compared to $7.8 million last year. During the first quarter, the company repurchased 2.1 million shares of common stock for $16.6 million. This amount included $15 million related to the company's accelerated stock repurchase program which commenced on March 12, 2008. Under the terms of its current credit facility, the company has the ability to repurchase an additional $21.6 million of shares during fiscal year 2008. As of May 16, 2008, there were approximately 25.2 million shares of the company's common stock outstanding. The company is continuing to identify experienced and qualified franchisees to purchase the company-operated restaurants as part of its new strategic initiative. About AFC Enterprises Inc. Headquartered in Atlanta, Georgia, AFC Enterprises Inc. -- http://www.afce.com/-- owns, operates and franchises Popeyes Chicken & Biscuits quick service restaurants. As of July 15, 2007, AFC owned and operated 61 restaurants and franchised 1,817 restaurants in 44 states, the District of Columbia, Puerto Rico, Guam and 23 foreign countries. The Popeyes concept features a New Orleans Cajun-style menu, with regional items such as spicy fried chicken pieces, chicken sandwiches and strips, fried shrimp, jambalaya and red beans & rice. ALCATEL-LUCENT: To Lay Off More Employees Under Merger ------------------------------------------------------ An undisclosed number of Alcatel-Lucent employees were laid off on May 29 as part of Lucent Technologies Inc. merger with French company Alcatel, Naperville Sun reports. The report cites Denise Panyik-Dale, a company spokesperson as saying: "As a background, it wasn't a large amount. We generally don't give out numbers." The report adds that the 2006 Lucent-Alcatel merger agreement included the combination of the companies' productions, 88,000 employees and phone customers. The company disclosed that as part of the restructuring, 16,500 employees will be laid off across the country, the report relates. About 2,000 of the Lucent employees had left the company's Lisle office to work across the street in Naperville, the report says. The move will consolidate 4,100 employees and contractors in the Naperville office, Naperville Sun says. About Alcatel-Lucent Headquartered in Paris, Alcatel-Lucent -- http://www.alcatel- lucent.com/ -- (NYSE:ALU) fka Alcatel, provides solutions that enable service providers, enterprises and governments, to deliver voice, data and video communication services to end users. It offers end-to-end solutions that enable communications services for residential, business and mobile customers. It has operations in more than 130 countries Alcatel-Lucent is organized around three business groups and four geographic regions. The Wireless, Wireline and Convergence groups, which make up the Carrier Business Group, are dedicated to serving the needs of the world's service providers. The Enterprise Business Group focuses on meeting the needs of business customers. The Services Business Group designs, deploys, manages and maintains networks worldwide. The Company's geographic regions are Europe and North, Europe and South, North America, and Asia-Pacific. * * * Moody's Investor Service placed Alcatel-Lucent's probability of default rating at 'Ba2' in March 2007. The rating still holds to date with a stable outlook. ALLEN-VANGUARD: Moody's Assigns B1 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned first time ratings to Allen- Vanguard Corporation of B1 corporate family, B1 senior secured and B2 probability of default. The rating outlook is stable. These ratings have been assigned: -- Corporate family rating at B1 -- Probability of default rating at B2 -- C$250 million Senior secured credit facilities at B1 (LGD3, 31%) consisting of a C$50 million revolving facility and a C$200 million term facility -- Outlook: Stable AVC's B1 corporate family rating is significantly influenced by the sizeable execution risks associated with the company's plans to replace an expected reduction in Chameleon electronic counter- measure procurement revenues with related sources which have a comparably limited track record. Specifically, while AVC's business model contemplates strong recurring revenues from ongoing upgrades and maintenance of its installed base of Chameleon jammers, Moody's remains somewhat cautious with respect to the timing and magnitude of related revenues that may result. Additionally, the rating considers that AVC's plans to measurably increase sales of improvised explosive device jammers to international customers and generate new revenue streams from next generation ECM technologies could take longer than expected to materialize. The rating acknowledges the expected ramp up of the Symphony ECM program. As well, the company's strong portfolio of personal protection and services businesses should enable growth rates modestly in excess of historical trends in those business lines. Furthermore, the rating favorably considers the company's good competitive position, reasonable entry barriers and the mission critical nature of the bulk of its product offerings. However Moody's believes the risks associated with the transition of the company's revenue base and susceptibility to periodic delays of Government orders are compounded by AVC's relatively small scale and lack of surplus cash balances resulting in a thin, albeit currently adequate liquidity profile. These elements overshadow several characteristics that are representative of a higher rated credit, including the company's relatively conservative capital structure, expectations for strong levels of near term profitability and resulting good levels of expected free cash flow. The stable outlook incorporates Moody's expectation that AVC's strong competitive position and initial favorable key credit ratios provide a meaningful offset to the potential for some variability of results going forward. Headquartered in Ottawa, Canada, Allen-Vanguard Corporation is a defense contractor. Revenues during the twelve months ending March 31, 2008 were C$294 million. ALTA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Alta Construction, Inc. 1985 Spring Rose Road Madison, Wisconsin 53593 Bankruptcy Case No.: 08-12693 Type of Business: The Debtor engages in real estate development. See: http://altaconstruct.com/ Chapter 11 Petition Date: May 29, 2008 Court: Western District of Wisconsin (Madison) Judge: Robert D. Martin Debtors' Counsel: Albert Solochek, Esq. (alsolochek@hswmke.com) Howard, Solochek & Weber, S.C. 324 E. Wisconsin Avenue, Suite 1100 Milwaukee, Wisconsin 53202 Tel: (414) 272-0760 Estimated Assets: $100,000 to $500,000 Estimated Debts: $1 million to $10 million A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/wiwb08-12693.pdf ALTRA INDUSTRIAL: S&P Lifts Rating to B+ on Strong Performance -------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on Altra Industrial Motion Inc., including its corporate credit rating to 'B+' from 'B'. The outlook has been revised to stable. "The upgrade reflects Altra's strong operating performance and improving credit measures," said Standard & Poor's credit analyst Sarah Wyeth. The manufacturer of mechanical power transmission products appears to be on track in integrating recent acquisitions, and end markets have been fairly healthy. The speculative-grade ratings on Quincy, Massachusetts-based Altra reflect its vulnerable business risk profile and highly leveraged financial profile. The ratings also reflect the company's weak margins and the industry's fragmented, cyclical, and highly competitive nature. However, the ratings also take into account the company's leading positions in niche segments, strong brand names, and good customer, geographic, and end-market diversity. S&P could revise the outlook to negative or lower the ratings if a downturn meaningfully erodes operating performance or if the company pursues large, debt-financed acquisitions. A positive rating action would require marked improvement of the business profile. AMERICAN AXLE: S&P Trims Rating After United Auto Workers Strike ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on American Axle Manufacturing & Holdings Inc. to 'BB-' from 'BB' and removed the ratings from CreditWatch with negative implications, where they were placed on March 17, 2008, as a result of the United Auto Workers strike. The outlook is negative. At the same time, Standard & Poor's lowered its issue-level ratings on Detroit-based Axle's unsecured debt to 'BB-' from 'BB' and assigned a recovery rating of '3' to this debt, indicating an expectation for meaningful (50%-70%) recovery in the event of a payment default. The assignment of recovery ratings reflects the extension of S&P's recovery methodology to all speculative-grade unsecured debt issues. "The downgrade and negative outlook reflect our view that Axle's credit measures will deteriorate in the face of very challenging North American auto sector conditions in 2008 and, quite likely, 2009," said Standard & Poor's credit analyst Lawrence Orlowski. S&P expect 2008 to be a weak year for Axle's sales and profitability because of the impact of the strike on first- and second-quarter results, lower light truck production volumes from GM in the third and fourth quarters, and costs associated with employee buyout and wage reduction programs. EBITDA margins may fall to single-digit levels in 2008, but S&P expect some improvement in 2009 as the company begins to realize some cost savings from the new contract and work force reductions. However, if EBITDA margins do not improve to more than 10% in 2009, S&P believe free operating cash flow will remain negative in 2009, which could prompt us to lower the rating. Prior to 2009, a downgrade would likely be triggered by any reduction in Axle's liquidity, such as a substantial depletion in borrowing availability under its revolving facility or concerns about forward covenants. On the other hand, S&P could adjust its outlook to stable if Axle capitalizes on cost savings and industry conditions improve. AMERICAN AXLE: Agreement with UAW Won't Affect Fitch's 'BB' Rating ------------------------------------------------------------------ The recent agreement between American Axle and the United Auto Workers does not affect the current rating or Outlook of American Axle (Issuer Default Rating [IDR] 'BB', Rating Outlook Stable by Fitch). The contract materially improves American Axle's long- term competitive position through reductions in wage and benefits at AXL's hourly workforce, although the costs will weigh on the company's near term balance sheet and cash flow performance. Lower capital expenditures associated with the completion of the GMT-900 product launch affords AXL the flexibility to absorb the heavy costs of the employee buyout programs. In addition, the $215 million in funding provided by General Motors will alleviate the total cost to AXL. However, AXL's operating cash flow will continue to suffer from the severe production decline expected in its key platforms -- GM's pickups and SUV's. AXL continues to diversify its operations on a product, customer and geographic basis, but diversification away from GM's North American operations will only occur on a gradual basis. The Stable Outlook reflects Fitch's view that AXL's relatively healthy margin performance, liquidity position, and continued realization of restructuring benefits will allow the company to weather material near term unit volume declines, high commodity costs and cash restructuring costs. Liquidity at March 31, 2008 included $315.5 million in cash, plus availability of $572.3 million under the company's revolving credit agreement and $101.7 million under the company's foreign credit facilities. Liquidity in the second quarter will likely decline due to working capital use due to issues related to the strike, but Fitch expects AXL will continue to have sufficient liquidity to support the ratings and Outlook. Over the longer term, cash savings from the company's migrating manufacturing footprint and the revisions to the company's pension and health care costs provide comfort that the company's backlog will translate into adequate margin performance. Fitch's existing ratings for AXL are: American Axle & Manufacturing Holdings, Inc. -- IDR 'BB'. American Axle & Manufacturing, Inc. -- IDR 'BB'; -- Senior unsecured notes 'BB'; -- Senior unsecured credit facility 'BB'. AMPEX CORP: Panel Says Plan Is Defective, Wants Full Disclosure --------------------------------------------------------------- The Official Committee of Unsecured Creditors objects to the Disclosure Statement dated May 9, 2008, explaining the Amended Joint Chapter 11 Plan of Reorganization proposed by Ampex Corporation and its debtor-affiliates. The Committee says the Disclosure Statement does not contain information sufficient for the general unsecured creditors, comprised of trade creditors and individuals with supplemental retirement plan claims, to determine whether the Chapter 11 plan is favorable to them. The Plan provides substantial value to the employees' retirement plan and the Quantegy Media Corporation retirement plan, but leaves general unsecured creditors with minority equity share in the reorganized Ampex, the Committee explains. As a result, the Committee is currently conducting due diligence regarding certain plan-related issues. The Committee asks the Court to deny approval of the Debtors' Disclosure Statement. The Court will hold a hearing for June 11, 2008, to consider the adequacy of the Debtors' Disclosure Statement. Overview of the Plan As reported in the Troubled Company Reporter on May 15, 2008, the Plan will enable the Debtors to continue their business operations without the possibility of a subsequent liquidation or further financial reorganization. The Debtors' financial advisors, Conway Mackenzie & Dunleavy, estimates the Debtors' total enterprise value at at least $79 million by June 30, 2008. The enterprise value is based on an aggregation of individual identifiable assets providing cash flow streams. Under the Plan, the Debtors' pension plans will not be terminated. The Debtor will continue to fund the plans in accordance with the minimum financing standards under the Internal Revenue Code and the Employee Retirement Income Security Act of 1974. The Debtors anticipate making pension plan contributions of at least $52,900,000 by 2013. Credit Agreement Hillside Capital Incorporated and its affiliates will provide $25 million in loan to the Debtors. The loan will bear interest at 10% per annum. To secure the loan obligation, Hillside is entitled to a second priority and subordinate lien on substantially all assets of the Debtors. Treatment of Claims and Interests The Plan groups claims against and interests in the Debtors in eight classes: Type of Estimated Estimated Class Claims Treatment Amount recovery ----- ------- --------- --------- --------- unclassified Administrative $100,000 100% Expense Claims unclassified Fee Claims $2,900,000 100% unclassified Priority Tax $200,000 100% Claims 1 Priority Non- unimpaired $0 100% Tax Claims 2 Senior Secured impaired $6,900,000 100% Note Claims 3 Other Secured unimpaired $0 100% Claims 4 Hillside impaired $11,000,000 100% Secured Claims 5 General impaired $51,600,000 10% Unsecured Claims 6 Existing Common impaired $0 0% Stock 7 Existing impaired $0 0% Securities Laws Claims 8 Other Existing impaired $0 0% Interests A full-text copy of the Amended Joint Chapter 11 Plan of Reorganization is available for free at: http://ResearchArchives.com/t/s?2be6 A full-text copy of the Amended Disclosure Statement is available for free at: http://ResearchArchives.com/t/s?2be8 About Ampex Headquartered in Redwood City, California, Ampex Corp. -- http://www.ampex.com/-- (Nasdaq:AMPX) is a licensor of visual information technology. The company has two business segments: Recorders segment and Licensing segment. The Recorders segment primarily includes the sale and service of data acquisition and instrumentation recorders (which record data and images rather than computer information), and to a lesser extent mass data storage products. The Licensing segment involves the licensing of intellectual property to manufacturers of consumer digital video products through their corporate licensing division. On March 30, 2008, Ampex Corp. and six affiliates filed for protection under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of New York (Case Nos. 08-11094 through 08-11100). Matthew Allen Feldman, Esq., and Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors in their restructuring efforts. The Debtors have also retained Conway Mackenzie & Dunleavy as their financial advisors. In its schedules of assets and liabilities filed with the Court, Ampex Corp. disclosed total assets of $9,770,089 and total debts of $82,488,054. The Debtors have nine foreign affiliates that are incorporated in seven countries -- one each in the United Kingdom, Japan, Belgium, Colombia and Brazil and two each in Germany and Mexico. With the exception of the affiliates located in the U.K. and Japan, none of the other foreign affiliates conduct meaningful business activity. As of March 30, 2008, none of the foreign affiliates have commenced insolvency proceedings. ARTHUR KHATCHADRIAN: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Arthur Khatchadrian 1140 Paxon Hollow Road Media, PA 19063 Bankruptcy Case No.: 08-13195 Chapter 11 Petition Date: May 16, 2008 Court: Eastern District of Pennsylvania (Philadelphia) Judge: The Hon. Diane W. Sigmund Debtors' Counsel: David H. Lang, Esq. Michael FX Gillin and Assoc PC 230 North Monroe Street Media, PA 19063 Tel: (610) 565-2211 Fax: (610) 565-1846 E-mail: dlang@gillinlawoffice.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors that are not insiders together with its petition. ASARCO LLC: AMC and Grupo Mexico Cry Foul on Fraud Accusations -------------------------------------------------------------- Americas Mining Corporation and Grupo Mexico S.A.B. de C.V. denies accusations coming from ASARCO LLC and its debtor-affiliates alleging that the two companies, in order to render unobtainable to ASARCO's creditors the real value of ASARCO's ownership interest in Southern Copper Corporation, sold that interest at a discount. Transfer of SPCC Shares is Avoidable, ASARCO Insists G. Irvin Terrell, Esq., at Baker Botts, L.L.P., in Houston, Texas, on behalf of ASARCO LLC, asserted that under the Delaware Uniform Fraudulent Transfer Act, the transfer of ASARCO's 54.2% ownership interest in Southern Copper is avoidable if in planning, directing, carrying out the transfer, Americas Mining and Grupo Mexico intended to "hinder, delay, or defraud" any of ASARCO's creditors. ASARCO argued before the Honorable Mark Hanen of the U.S. District Court for the Southern District of Texas in a public trial that Americas Mining and Grupo Mexico forced it to sell its ownership interest in SPCC at a discount so its value will not be used to pay the billions of dollars in environmental and asbestos claims. ASARCO is seeking to recover more than $10,500,000,000, from Americas Mining and Grupo Mexico in the form of the return of its SPCC Shares and $1,700,000,000 in dividends Americas Mining has collected from SPCC. As of May 19, 2008, shares of SPCC Common Stock trades at $116.35 per share. About 294,465,650 shares of SPCC common stock remain outstanding as of Jan. 31, 2008. According to Mr. Terrell, recoveries from the lawsuit will be used to fund ASARCO's environmental clean-up responsibilities, the Associated Press reported. As of January 2007, ASARCO is plagued by more than $6,000,000,000 in environmental claims. A full-text copy of ASARCO's trial brief is available at no charge at http://researcharchives.com/t/s?2d02 Americas Mining Denies Accusations Americas Mining and Grupo Mexico deny ASARCO's accusations. On behalf of Americas Mining and Grupo Mexico, Brian Antweil, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, tells Judge Hanen that ASARCO's financial troubles, which led it to bankruptcy, stemmed from a labor strike, rising operating costs, and depressed copper prices. Americas Mining and Grupo Mexico also assert that ASARCO does not have a stand to bring the fraudulent transfer lawsuit on behalf of its creditors. Mr. Antweil notes that neither ASARCO nor its creditors commenced litigation to avoid the initial transfer of the SPCC Shares in 1999 by Southern Peru Holdings Corporation within the applicable limitations period. By failing to challenge the transfer, ASARCO's creditors effectively divested themselves of the fraudulent transfer claim, he argues. Under the applicable Delaware law, ASARCO cannot prevail on its alter ego claim and therefore has no standing to pursue the fraudulent transfer claims, Mr. Antweil maintains. According to the Associated Press, Mr. Antweil told Judge Hanen that German Larrea, owner of Grupo Mexico, is "a businessman struggling through a downturn in copper prices" and that his "biggest mistake in life was allowing ASARCO to file for bankruptcy." ASARCO sold its SPCC Shares to Americas Mining and Grupo Mexico because it was desperate for cash, The Dallas News quoted Mr. Antweil. 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 April 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). ASARCO and its debtor affiliates are scheduled to file a plan of reorganization on June 10, 2008. (ASARCO Bankruptcy News, Issue No. 72; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: To Sell Operating Assets for $2.6 Bil. to Vedanta ------------------------------------------------------------- Sterlite Industries (India) Limited, a subsidiary of Vedanta Resources plc, the London-based FTSE 100 metal and mining group, and ASARCO LLC, a Tucson-based mining, smelting and refining company, signed a definitive agreement for the sale to Sterlite of substantially all the operating assets of Asarco for $2,600,000,000 in cash. The agreement is subject to the approval of the U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, and the sale will conclude Asarco's Chapter 11 case. Asarco, formerly known as American Smelting and Refining Company, is an over 100 year old company and is currently the third largest copper producer in the United States of America. It produced 235,000 tonnes of refined copper in 2007. Asarco's mines currently have estimated reserves of approximately 5,000,000 tonnes of contained copper. For the year ended 31 December 2007, Asarco had total revenues of approximately $1,900,000,000. The asset acquisition will be financed by Sterlite through a mix of debt and existing cash resources. The integrated assets to be acquired include three open-pit copper mines and a copper smelter in Arizona, US and a copper refinery, rod and cake plant and precious metals plant in Texas. The asset acquisition is on a cash free and debt free basis. Sterlite will assume operating liabilities but not legacy liabilities for asbestos and environmental claims for ceased operations. "We are delighted to have reached agreement on this important acquisition, which is a significant milestone for our Group," said Mr Anil Agarwal, Chairman, Sterlite. "This is in line with our stated strategy of leveraging our established skills." "We are extremely pleased with this agreement," said Asarco's President and Chief Executive Officer, Joseph F. Lapinsky. "Reaching this agreement with a world class mining company is a giant step forward in our quest to successfully emerge from Chapter 11," he said. "The sale will achieve the overall best value for Asarco, its employees, creditors and the local communities in which we operate." Asarco is a logical and strategic fit with Sterlite's existing copper business and is expected to create significant long term value for all stakeholders through: -- Leveraging Sterlite's proven operational and project skills to develop and optimise Asarco's mines and plants; -- Access to attractive mining assets with long life; -- Geographic diversification in the North American market; and -- Stable operating and financial platform for Asarco. The sale agreement resulted from a plan sponsor selection process in which Sterlite and several other entities participated over many months. Bidders submitted offers in late April and the selection of the highest and best bid occurred on Friday, 23 May 2008. ASARCO officials did not disclose the entities that submitted bids by the April 30, 2008 deadline, but The Arizona Republic said other bidders could have included ASARCO's largest bondholder Harbinger Capital Partners and Citigroup Global Markets, Swiss mining company Glencore International AG, and ASARCO's parent Grupo Mexico S.A.B. de C.V. According to Reuters, ASARCO's counsel, Jack Kinzie, Esq., at Baker Botts, L.L.P., had said he "was encouraged by the bids." According to Debtwire.com, a vigorous bidding process for ASARCO could yield valuations as high as seven times the company's $584,000,000 EBITDA, garnering a price of about $4,100,000,000. The selection process carefully followed a procedure supported by Asarco's creditors and approved by the U.S. Bankruptcy Court for the Southern District of Texas. An independent court-appointed examiner also closely observed the bidding process. Representatives of Grupo Mexico have said it will challenge the sale. The Wall Street Journal noted that foreign mining and metal companies are currently going strong in claiming ailing U.S. corporations. ABN AMRO Corporate Finance, a part of the RBS Group, acted as financial advisor and Shearman & Sterling acted as legal advisor to Sterlite in this transaction. Lehman Brothers acted as financial advisor and Baker Botts acted as legal advisor to Asarco in this transaction. About Vedanta Resources plc Vedanta Resources plc is a London listed FTSE 100 diversified metals and mining major. The group produces aluminium, copper, zinc, lead, iron ore and commercial energy. Vedanta has operations in India, Zambia and Australia and a strong organic growth pipeline of projects. With a pool of 29,000 employees globally, Vedanta places strong emphasis on partnering with all its stakeholders based on the core values of entrepreneurship, excellence, trust, inclusiveness and growth. On the Net: http://www.vedantaresources.com/ 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 April 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). ASARCO and its debtor affiliates are scheduled to file a plan of reorganization on June 10, 2008. ASARCO LLC: Asarco Inc. Seeks Docs Related to Bidding Process ------------------------------------------------------------- Asarco Incorporated asks the U.S. Bankruptcy Court for the Southern District of Texas to compel ASARCO LLC to produce documents that relate primarily to the use of the bid procedures in the plan sponsor selection process, to help Asarco Inc. determine: (a) the manner in which bidders were invited to the Plan Sponsor Selection Meeting; (b) whether the bid of the Successful Bidder maximizes the value of ASARCO LLC's estate for its stakeholders; and (c) whether the grant of any break-up fee or the approval of the "no-shop" provision is warranted. The requested documents include all documents concerning the Successful Bidder, the Parent Bid, the Parent Offers, the award of a break-up fee to the Successful Bidder, the consideration of all bids, the yield to ASARCO LLC's stakeholders of the sale of substantially all of its assets pursuant to the final bid of the Successful Bidder, and the yield to ASARCO LLC's stakeholders pursuant to the terms of the Parent Bid. Asarco Inc. submitted a plan proposal on April 30, 2008, as its bid in connection with the Interim Bid Procedures Order. Asarco Inc. says in the event that (i) it is not invited to the Plan Sponsor Selection Meeting, or (ii) it is not selected by ASARCO LLC as the Successful Bidder, it will challenge ASARCO LLC's actions with respect to the sale of its assets and the plan sponsor selection procedures. The Debtors have signed a definitive agreement to sell its operating assets to Sterlite Industries (India) Limited, a subsidiary of Vedanta Resources plc, the London-based FTSE 100 metal and mining group, for $2,600,000,000 in cash. ASARCO officials did not disclose the entities that submitted bids by the April 30, 2008 deadline, but The Arizona Republic said other bidders could have included ASARCO's largest bondholder Harbinger Capital Partners and Citigroup Global Markets, Swiss mining company Glencore International AG, and ASARCO's parent Grupo Mexico S.A.B. de C.V. According to Reuters, ASARCO's counsel, Jack Kinzie, Esq., at Baker Botts, L.L.P., had said he "was encouraged by the bids." According to Debtwire.com, a vigorous bidding process for ASARCO could yield valuations as high as seven times the company's $584,000,000 EBITDA, garnering a price of about $4,100,000,000. A story on the sale is reported in today's Troubled Company Reporter. 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 April 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). ASARCO and its debtor affiliates are scheduled to file a plan of reorganization on June 10, 2008. (ASARCO Bankruptcy News, Issue No. 72; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASCENSION LOAN: Moody's Assigns Ba2 Rating to $60MM Class E Notes ----------------------------------------------------------------- Moody's Investors Service has assigned these ratings to Notes issued by Ascension Loan Vehicle LLC, USD Series 2008-1. -- Aaa to the U.S. $1,140,000,000 Class A Senior Term Notes Due 2022; -- Aa2 to the U.S. $160,000,000 Class B Senior Term Notes Due 2022; -- A2 to the U.S. $180,000,000 Class C Deferrable Mezzanine Term Notes Due 2022; -- Baa2 to the U.S. $60,000,000 Class D Deferrable Mezzanine Term Notes Due 2022; -- Ba2 to the U.S. $60,000,000 Class E Deferrable Junior Term Notes Due 2022 Notes. The Moody's ratings of the Notes address the ultimate cash receipt of all required interest and principal payments, as provided by the Notes' governing documents, and are based on the expected loss posed to Noteholders, relative to the promise of receiving the present value of such payments. The ratings reflect the risks due to the diminishment of cash flow from the underlying portfolio consisting of primarily Senior Secured Loans due to defaults, the transaction's legal structure and the characteristics of the underlying assets. Morgan Stanley & Co. Incorporated will manage the selection, acquisition and disposition of collateral on behalf of the Issuer. ASSOCIATED PRINTING: Case Summary & 20 Largest Unsec. Creditors --------------------------------------------------------------- Debtor: Associated Printing Professionals, Inc. 2041 E. Texas Street Bossier City, LA 71111 Bankruptcy Case No.: 08-11402 Chapter 11 Petition Date: May 21, 2008 Court: Western District of Louisiana (Shreveport) Judge: Stephen V. Callaway Debtors' Counsel: John S. Hodge P. O. Box 21990 Shreveport, LA 71120-1990 Tel: (318) 226-9100 Fax: (318) 424-5128 E-mail: jhodge@wwmlaw.com Robert W. Raley 290 Benton Road Spur Bossier City, LA 71111 Tel: (318) 747-2230 Fax: (318) 747-0106 E-mail: rraley52@bellsouth.net Total assets: $3,823,635 Total debts: $1,170,746 A full-text copy of the Debtor's petition and list of 20 largest unsecured creditors is available at no charge at: http://bankrupt.com/misc/lawb08-11402.pdf ATM OUTSOURCES: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: ATM Outsources Inc. 18 NE 53rd St. Oklahoma City, OK 73105 Bankruptcy Case No.: 08-12009 Chapter 11 Petition Date: May 16, 2008 Court: Western District of Oklahoma (Oklahoma City) Judge: T.M. Weaver Debtors' Counsel: J. Michael Sherrod Sherrod Law Firm 209 South Crawford Norman, OK 73069 Tel: (405) 701-1602 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor's largest unsecured creditor: Creditor Nature of Claim Amount -------- --------------- ------ Stillwater National Bank contract $250,000 608 South Main Stillwater, OK 74074 AVALON RE: S&P Says Junked Notes Maturity Date Moved to September ----------------------------------------------------------------- Standard & Poor's Ratings Services commented on Avalon Re Ltd. The maturity date on Avalon Re's Class B (rated 'CCC') and Class C (rated 'CC') notes has been extended to Sept. 8, 2008, from June 6, 2008. Under the terms of the reinsurance agreement between Avalon Re and Oil Casualty Insurance Ltd. (OCIL; BBB+/Stable/--), the ceding insurer, the notes can be extended for up to eight consecutive three-month periods, subject to certain net loss thresholds being reached. OCIL has submitted an extension verification report confirming the net losses to Avalon Re are estimated to be equal to or greater than 75% of the applicable trigger amount, so an extension event has occurred. The result is that the notes have been extended for three months, and investors in each class will receive interest at a rate equal to three-month US$ LIBOR plus 10 basis points. S&P lowered the rating on the Class C notes on April 11, 2008, following notification that the steam pipe explosion that occurred in New York City on July 18, 2007, would be a covered event under the terms of the reinsurance agreement between Avalon Re and OCIL. To date, Avalon Re has experienced $297 million of covered losses because of Hurricane Katrina and the explosion at the Buncefield oil depot. This leaves only $3 million of covered losses that could be incurred prior to any losses being borne by the Class C noteholders. The covered loss report OCIL submitted indicated that losses could be as high as $50 million, though there is the potential there could be an additional $15 million of losses from this event. S&P don't expect the final determination of the loss payment to occur in the near future. Standard & Poor's has been told that there are currently no claims under review that are expected to cause additional losses to Avalon Re. Avalon Re is a special-purpose reinsurance company that issued three notes of $135 million each that cover successive layers of reinsurance to OCIL. The notes afford OCIL protection for three years against cumulative worldwide excess general liability exposures, including general liability risk such as third-party bodily injury or property damage. BEAR STEARNS: District Court Bars Funds' Liquidation in Cayman -------------------------------------------------------------- Simon Lovell Clayton Whicker and Kristen Beighton, as joint official liquidators and foreign representatives for Bear Stearns High-Grade Structured Credit Strategies Master Fund, Ltd., and Bear Stearns High-Grade Structured Credit Enhanced Leverage Master Fund, Ltd., lost in their appeal to have the Funds liquidated in the Cayman Islands rather than in the United States. The Hon. Robert Sweet of the U.S. District Court for the Southern District of New York affirmed the decision of the Hon. Robert Lifland of the U.S. Bankruptcy Court for the Southern District of New York denying the Liquidators' petition for recognition of the Bear Stearns Funds' liquidation proceedings in the Cayman Islands as main or non-main foreign proceeding under Chapter 15 of the U.S. Bankruptcy Code. Judge Sweet, in a 35-page ruling, affirmed Judge Lifland's ruling that each of the Funds' "center of main interests" was actually in the United States. Judge Sweet held that: -- both Funds are registered as "exempted" companies under Cayman Islands law, which allows qualifying companies to trade in the Cayman Islands provided the companies seek to further business outside of the Cayman Islands and not compete with local businesses; -- the Funds were established to attract sophisticated investors who understood and were willing to accept the risk of loss attendant to high income and capital appreciation investments; -- the High-Grade Fund's only investors were three "feeder funds," two of which were registered in the Cayman Islands and one was a U.S. entity; -- the Enhanced Fund only had one investor, a large financial institution based in the United Kingdom; and -- the creditor constituency of both Funds consists of less than 20 large international financial institutions. Judge Sweet further noted that the Funds do not have any employees or managers in the Cayman Islands. Bear Stearns Asset Management, Inc., the Funds' investment manager, is located in New York. PFPC, Inc. (Delaware), the administrator that runs the back office operations of both Funds, is also in the United States along with the Funds' books and records. Judge Sweet acknowledged that before the Funds commenced their liquidation proceedings in the Cayman Islands, all of their liquid assets were located in the United States. The District Court held that although two of the three investors in the High-Grade Fund are registered Cayman Islands companies, one of the Liquidators testified that both investors are Bear Stearns entities, which appear to have the same minimum Cayman Islands profile as the Funds. To demonstrate the Funds' substantial connections to the Cayman Islands, the Liquidators asserted a number of arguments, including the contention that most of the Funds' remaining liquid assets are in bank accounts in the Cayman Islands and that two of the Funds' directors resided in the Cayman Islands. Judge Sweet, however, opined that the Liquidators' arguments were all for naught. The Bankruptcy Court discovered that the Funds' assets were maintained in their accounts with their prime broker in the United States before they filed their Chapter 15 petition on July 31, 2007. Judge Sweet found that after the Funds' Chapter 15 filing, some of the Funds' "millions of dollars in cash" were directed to accounts in the Cayman Islands instead of their usual destination in the United States. The Bankruptcy Court also found that the two directors of the Funds have not been shown to have had any substantial involvement in the business of the Funds. Judge Sweet noted that at the time of the Chapter 15 petition, there were no assets of the Funds in the Cayman Islands. Thus, the District Court affirmed that Judge Lifland: (i) correctly held that the Section 1516(c) presumption arising from incorporation has been rebutted by unchallenged facts; and (ii) properly concluded that the Funds' center of main interest is New York. The lack of objection to the Funds' Chapter 15 petition may result from any number of considerations, unknown to the courts but subject to any assumption, Judge Sweet noted. That absence though, he said, does not relieve the bankruptcy court of its duty to apply the statue as written. In addition, Judge Sweet opined that evidence submitted by the Liquidators after the January 16, 2008 hearing on the Appeals is inadmissible. The Liquidators submitted to the District Court evidence that two directors based in the Cayman Islands were required to approve certain transactions with the Funds, but Judge Sweet found that no evidence was adduced that the requirement was fulfilled in fact or amounted to more than a pro forma technicality. The Funds, which invested heavily in collateralized loans backed by U.S. subprime mortgages, commenced liquidation proceedings in the Cayman Islands on July 30, 2007. The next day, the Funds, through the Liquidators, filed a Chapter 15 Petition in the U.S. Southern New York Bankruptcy Court to protect their assets in the United States. On August 30, Judge Lifland denied the Funds' Chapter 15 Petition ruling that they are U.S.-based. The Funds subsequently appealed the August 30 decision. District Court Judge Sweet, in January 2008, postponed ruling on the Appeal. Judge Sweet called Judge Lifland's August 30 decision as "excellently crafted." Judge Sweet also said in his ruling that "[t]he process by which the financial problems of insolvent hedge funds are resolved appears to be of transcendent importance to the investment community and perhaps even to the society at large." A full-text copy of 36-page District Court Opinion is available for free at http://ResearchArchives.com/t/s?2cf2 Parties React to Affirmation Ruling Chapter 15 protection would have allowed the Funds to continue to liquidate in the Cayman Islands while giving protection of their U.S.-based assets. Jay Westbrook, one of the co-authors of Chapter 15, said Judge Sweet's ruling is "likely to stop companies based in 'haven countries' for tax or secrecy reasons from attempting to seek protection under Chapter 15," Bloomberg News said. LawAndTax-News.com said legal experts expect Judge Sweet's ruling "[to] have a substantial impact on the future bankruptcy cases where investment funds are based offshore. [T]here are fears that [Judge Sweet's ruling] could deter funds from registering in offshore jurisdictions like the Cayman Islands, which is home to about 8,000 hedge funds," LawAndTax- News.com added. Bracewell & Guiliani contended, in an opinion posted at its Web site, that Judge Lifland's and Judge Sweet's opinions about the Funds are wrong. The law firm said it is not clear whether the error belongs in the two court's interpretation of Chapter 15 or in the Chapter 15 statute itself. The law firm pointed out that "it is a particular irony that Chapter 15 stands in stark contrast to U.S. law regarding eligibility of foreign debtors to be the subject of plenary Chapter 11 or Chapter 7 proceedings." Bracewell & Guiliani said it hopes the Liquidators will pursue an appeal of Judge Sweet's decision to the Second Circuit Court of appeals. The law firm further suggested that Chapter 15 be amended to make clear that an insolvency proceeding in a debtor's place of incorporation is eligible for discretionary Chapter 15 relief. The law firm also urged the Cayman Islands legislators to clarify the fund registration statutes to detail the specific local economic activities a fund can properly engage in without running afoul of the general policy that the funds should not be competing directly with local businesses. About Bear Stearns Funds Grand Cayman, Cayman Islands-based Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund Ltd. and Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd. are open-ended investment companies, which sought high income and capital appreciation relative to the London Interbank Offered Rate, and designed for long-term investors. On July 30, 2007, the Funds filed winding up petitions under the Companies Law (2007 Revision) of the Cayman Islands. Simon Lovell Clayton Whicker and Kristen Beighton at KPMG were appointed joint provisional liquidators. The joint liquidators filed for Chapter 15 petitions before the U.S. Bankruptcy Court for the Southern District of New York the next day. On August 30, 2007, the Honorable Burton R. Lifland denied the Funds protection under Chapter 15 of the Bankruptcy Code. Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F. Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the liquidators in the United States. The Funds' assets and debts are estimated to be more than $100,000,000 each. (Bear Stearns Funds Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). BEDROCK MANAGED SVCS: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Bedrock Managed Services and Consulting, Inc. 2800 Royal Avenue Suite 204 Madison, WI 53713 Bankruptcy Case No.: 08-12625 Chapter 11 Petition Date: May 23, 2008 Court: Western District of Wisconsin (Madison) Judge: Chief Judge Robert D. Martin Debtors' Counsel: J. David Krekeler 15 N. Pinckney Street P.O. Box 828 Madison, WI 53701-0828 Tel: (608) 258-8555 E-mail: jdkrek@ks-lawfirm.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors is available at no charge at http://bankrupt.com/misc/wiwb08-12625.pdf BEVERAGE CONCEPTS: Case Summary & 12 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Beverage Concepts, Inc. 30322 Esperanza, Suite 300 Rnch Snta Margarita, CA 92688 Bankruptcy Case No.: 08-12827 Chapter 11 Petition Date: May 23, 2008 Court: Central District of California (Santa Ana) Judge: Robert N. Kwan Debtors' Counsel: George Thomas Leonard 1235 N Harbor Blvd., Suite 115 Fullerton, CA 92832 Tel: (714) 680-4725 E-mail: gthomasleonard@gmail.com Total assets: $2,728,317 Total debts: $4,943,960 A full-text copy of the Debtor's petition and a list of its 12 largest unsecured creditors is available at no charge at: http://bankrupt.com/misc/cacb08-12827.pdf BHM TECHNOLOGIES: Asks Court to Fix July 31 As Claims Bar Date -------------------------------------------------------------- BHM Technologies Holdings, Inc., and its debtor-subsidiaries ask the United States Bankruptcy Court for the Western District of Michigan to: (a) fix July 31, 2008, at 5:00 p.m., as the general bar date within which proofs of claim against them must be filed; (b) fix November 17, 2008, as the governmental unit bar date within which all governmental units must file proofs of claim against them; and (c) approve proposed procedures for the filing of proofs of claim. Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure provides that the court will fix the time within which proofs of claim must be filed in a Chapter 11 case pursuant to Section 501(a) of the Bankruptcy Code. Bankruptcy Rule 3003(c)(2) provides that any creditor whose claim is not scheduled or is scheduled as disputed, contingent, or unliquidated must file a proof of claim. The Debtors propose that governmental units which assert prepetition claims against them be required to file proofs of claim on or before Governmental Claims Bar Date and other prepetition claimants on or before the General Bar Date. The Debtors' proposed counsel, Robert S. Hertzberg, Esq., at Pepper Hamilton LLP, in Detroit, Michigan, specifies that the parties required to file proofs of claim against the Debtors are: (a) any person or entity holding a claim under Section 503(b)(9); (b) any person or entity whose claim is listed on the Debtors' schedules of assets and liabilities as "disputed," "contingent," or "unliquidated" and that wants to share in any distribution or vote on any plan of reorganization or liquidation in the Chapter 11 cases; (c) any person or entity that believes its claim is improperly classified in the Schedules or listed in an incorrect amount in the Schedules and that wants to have its claim allowed in a classification or amount other than stated in the Schedules; and (d) any person or entity whose claim against a Debtor is not listed in the applicable Debtor's Schedules. Filing Procedures Mr. Hertzberg said the proposed Filing Procedures provides that: (a) the original proof of claim must be delivered by first- class mail, overnight delivery, or hand delivery to: BHM Technologies Claims Processing c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 (b) proofs of claim must conform substantially to the customized proof of claim; (c) proofs of claim will only be deemed timely filed if actually received by the Debtors' claims agent, Kurtzman Carson Consultants LLC, on or before the Bar Date; (d) proofs of claim sent by facsimile, telecopy, or electronic mail will not be accepted or deemed filed; (e) a claimant who wishes to receive acknowledgment of receipt of its proof of claim by the Claims Agent must also submit by the applicable Bar Date, concurrently with its original proof of claim an additional copy of its proof of claim and a self-addressed, postage prepaid return envelope; (f) proofs of claim must be (i) signed by the claimant; (ii) include supporting documentation; (iii) be in the English language; and (iv) be denominated in United States currency; (g) any holder of more than one claim must file a separate proof of claim with respect to each claim; (h) any holder of a claim against more than one Debtor must file a separate proof of claim with respect to each Debtor; and (i) all holders of claims must identify on their proofs of claim the specific Debtor against which their claim is asserted and the case number of that Debtor's bankruptcy case. Excluded Claims The Debtors ask to exclude these parties from filing proofs of claims: (1) any person or entity that has already filed a proof of claim against the Debtors with the Bankruptcy Clerk or the Claims Agent; (2) any person or entity (i) whose claim is listed on the Schedules, (ii) whose claim is not listed as "disputed," "contingent," or "unliquidated," and (iii) which agrees with the classification, amount and nature of its claim as stated in the Schedules, and (iv) that does not dispute that the claim is an obligation of the specific Debtor(s) as states in the Schedules; (c) any holder of a claim that has been allowed by an order of the Court; (d) any person or entity whose claim has been paid in full by any of the Debtors or any other party; (e) any claimant making a claim under that First Lien Credit Agreement dated as of July 21, 2006, between BHM Technologies Holdings, Inc., BHM Technologies LLC, and Lehman Commercial Paper, Inc.; (f) any claims of LCP or any of its affiliates; (g) any holder of an equity interest in the Debtors, except for any interest holder that asserts a claim against any of the Debtors must file a proof of claim on or before the Bar Date; (h) any claim held by a Debtor in the Debtors' Chapter 11 cases; (i) any holder of a claim allowable under Sections 503(b) and 507(a) of the Bankruptcy Code as an administrative expense of the Debtors' Chapter 11 cases, except for claims under Section 503(b)(9), which are subject to the Bar Date; and (j) any claim that is subject to another specific deadline fixed by the Court. Mr. Hertzberg notes that nothing in the Filing Procedures should be construed as limiting, abridging, or otherwise affecting the Debtors' right to request that the Court fix a date by which the holder of any of the Excluded Claims and Interests must file a proof of claim or interest. If the Debtors amend their Schedules subsequent to the date of entry of the Claims Bar Date Order to (a) add a claim that was not previously listed on the Schedules; (b) designate a claim as disputed, contingent, unliquidated, or undetermined; or (c) change the amount of a claim reflected on the Schedules, they will give notice of any amendment to the affected claimholders. The Debtors also request that any proof of claim with respect to the amended or added claim be filed by the later of (i) 20 days from the date the notice is provided or (ii) the General Bar Date, which will be the bar date with respect to any claim affected by the amendment of the Schedules. Executory Contract and Unexpired Lease Rejection Claims The Debtors propose that any proof of claim with respect to a claim arising solely from the rejection of an unexpired lease or executory contract of a Debtor, be required to be filed by the later of (a) the Bar Date; (b) 30 days following the date of any order of the Court authorizing the Debtor to reject the the unexpired lease or executory contract, or (c) the date set by any other order of the Court. Failure to File Claims The Debtors propose that any holder of a claim who fails to file a timely claim will: (a) be forever barred, estopped, and permanently enjoined from asserting any claim against the Debtors and their successors and their properties, and the Debtors will be forever discharged from any and all indebtedness or liability with respect to that claim; (b) not be treated as a creditor with respect to the claim for purposes of voting and distribution under any plan of reorganization or liquidation filed in the Debtors' Chapter 11 cases; and (c) not be entitled to receive further notices regarding the claim. Proof of Claim Form The Debtors request the Court to approve the customized claim form that is substantially similar to Official Form 10, but includes additional spaces for creditors to indicate that they are holders of claims against the Debtors. The Debtors believe that sending the customized claim forms to all creditors will eliminate the need for creditors to file numerous motions or requests for payment of claims on the Court's docket, and will reduce the administrative burden on the Court. Notice of Bar Date The Debtors propose that within 14 days after the Court's approval of the Bar Date Request, they will send the Bar Date Notice, to: (a) all persons and entities that have requested notice of the Debtors bankruptcy proceedings; (b) all persons or entities that have filed proofs of claim against the Debtors; (c) all known creditors, including all Persons or Entities listed in the Schedules as holding claims against the Debtors; (d) counsel to any official committees appointed in the Debtors' Chapter 11 cases; (e) all persons and entities listed on the Schedules as being a party to an executory contract or unexpired lease with any of the Debtors; (f) all parties to litigation with any of the Debtors under the Schedules; (g) counsel to the Debtors' prepetition and postpetition lenders; (h) all equity security holders; and (i) the Internal Revenue Service. Debtors Reserve Right to Object to Claims The Debtors reserve the right to object to any claim, whether asserted in a proof of claim or scheduled, on any grounds. Moreover, the Debtors reserve the right to dispute, or to assert offsets or defenses to, any claim reflected on the Schedules, as to amount, liability, classification, or otherwise and to subsequently designate any claim as disputed, contingent, unliquidated, or undetermined. Headquartered in Ionia, Michigan, BHM Technologies Holdings Inc. -- http://www.browncorp.com/-- manufactures and sells automobile parts including air bags and electrical systems. It has manufacturing facilites in Mexico and operates under Brown Corp. BHM Technologies Holdings, Inc. and 14 affiliates filed separate voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Michigan on May 19, 2008 (Lead Case No. 08- 04413). Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper Hamilton, LLP represent the Debtors in their restructuring efforts. When the Company filed for bankruptcy, it listed estimated assets and debts to be both between US$100 million and US$500 million. (BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) BHM TECHNOLOGIES: Wants to Employ Varnum as Corporate Counsel ------------------------------------------------------------- BHM Technologies Holdings, Inc., and its debtor-subsidiaries seek permission from the United States Bankruptcy Court for the Western District of Michigan to hire Varnum, Riddering, Schmidt & Howlett LLP as their corporate counsel and conflicts counsel. As corporate counsel, the firm will represent the Debtors in connection with the Chapter 11 cases on matters which due to Varnum's long-standing relationship with the Debtors and institutional knowledge of the Debtors are efficiently handled by Varnum. The Debtors also seek to employ Varnum as their conflicts counsel to handle matters that cannot be handled by Pepper Hamilton LLP, their general bankruptcy counsel, because of conflicts of interest. Varnum began representing The Brown Corporation of America, a predecessor to BHM Technologies Holdings, Inc. in 1992. Varnum continued to represent The Brown Corporation of America following its merger with Midwest Stamping and Manufacturing Co. in 2005 and the sale to BHM Technologies Holdings, Inc. in 2006, immediately following the affiliation of Morton Welding Holdings, Inc., Heckethorn Holdings, Inc. and The Brown Corporation of America into BHM Technologies, LLC. Varnum's services over the years have included general corporate, commercial, labor, employee benefits, environmental, and litigation. Varnum is intimately familiar with the complex legal issues that have arisen and are likely to arise in connection with the Debtor's corporate structure, their strategic and transactional goals and their ongoing business operations. The Debtors believe that both the interruption and the duplicative cost involved in obtaining substitute counsel to replace Varnum's unique role at this juncture would be extremely harmful to them and their estates. As such, the Debtors submit that Varnum is well qualified and uniquely able to represent them in the Reorganization Cases in a most efficient and timely manner. Varnum will: (a) provide legal advice to the Debtors with respect to their rights, powers and duties as debtors-in-possession in the continued operation of their business and management of their properties, including, but not limited to, general corporate matters, commercial matters, pending litigation, labor and employee benefit plans and environmental matters; (b) take all necessary action to protect and preserve the Debtors' estates in the event that Pepper Hamilton has a conflict, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (c) prepare necessary applications, motions, answers, orders, reports and other legal papers on behalf of the Debtors; (d) appear in Court and to protect the interests of the Debtors before the Court; and (e) perform all other legal services for the Debtors which may be necessary and proper in this proceeding. Varnum services will complement, and not duplicate, the services to be rendered by Pepper Hamilton. The Debtors are very mindful of the need to avoid duplication of services, and appropriate procedures will be implemented to ensure that there is no duplication. Varnum's professionals will be paid on an hourly basis and will seek reimbursement of actual, necessary expenses and other charges incurred. The principal attorneys and paralegals presently designated to represent the Debtors and their current standard hourly rates are: Hourly Rate ----------- A. Partners Michael Wooldridge $415 Mark Collins $395 Jon Bylsma $335 Michael McElwee $330 Peter Roth $290 Mary Kay Shaver $270 Matt Eugster $270 B. Associates: Scott Hill $240 Seth Ashby $220 Thea Davis $200 Peter Schimdt $185 C. Paralegals: Gayla Witte $170 Other attorneys and paralegals within Varnum may from time to time serve the Debtors in connection with the matters herein described. Varnum's current normal range of rates is: Professional Hourly Rate ------------ ----------- Partners $270 to $415 Associates $165 to $230 Legal Assistants $165 to $205 The Debtors have paid Varnum a total retainer of $295,000 as an advance against expenses for services provided for general representation and services relating to the planning and preparation of documents for the Chapter 11 cases and its proposed postpetition representation of the Debtors. Of the amount, $255,000 was applied to prepetition amounts for fees and expenses. The actual amount is being reconciled and the remaining amount will be applied to postpetition allowances of compensation and reimbursement of expenses, respectively, as may be granted by the Court. Michael Wooldridge, Esq., a partner at Varnum, assures the Court his firm does not represent or hold any interest adverse to the Debtors or their estates and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and modified by Section 1107(b). Varnum does not have any connection with any creditor or other parties-in-interest, or their respective attorneys or accountants, Mr. Wooldridge adds. Headquartered in Ionia, Michigan, BHM Technologies Holdings Inc. -- http://www.browncorp.com/-- manufactures and sells automobile parts including air bags and electrical systems. It has manufacturing facilites in Mexico and operates under Brown Corp. BHM Technologies Holdings, Inc. and 14 affiliates filed separate voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Michigan on May 19, 2008 (Lead Case No. 08- 04413). Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper Hamilton, LLP represent the Debtors in their restructuring efforts. When the Company filed for bankruptcy, it listed estimated assets and debts to be both between US$100 million and US$500 million. (BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) BHM TECHNOLOGIES: Wants to Employ Rothschild as Investment Bankers ------------------------------------------------------------------ BHM Technologies Holdings, Inc., and its debtor-subsidiaries seek the United States Bankruptcy Court for the Western District of Michigan's authority to employ Rothschild Inc., as their investment bankers and financial advisors. Ray VanderKooi, chief financial officer of the Debtors, says Rothschild has extensive expertise experience working with financially troubled companies from a variety of industries in complex financial restructurings, both out-of-court and in Chapter 11 cases and have served as financial and strategic advisors in numerous Chapter 11 cases. He adds that Rothschild has rendered prepetition services to the Debtors and thus is familiar with the Debtors' financial affairs, debt structure, operations and related matters. As investment bankers and financial advisors, Rothschild will: a. to the extent deemed desirable by the Debtors, identify and initiate potential transactions; b. to the extent Rothschild deems necessary, appropriate and feasible, or as the Debtors may request, review and analyze the Debtors' assets and the operating and financial strategies of the Debtors; c. review and analyze the business plans and financial projections prepared by the Debtors including, but not limited to, testing assumptions and comparing those assumptions to historical Debtor and industry trends; d. evaluate the Debtors' debt capacity in light of its projected cash flows and assist in the determination of an appropriate capital structure for the Debtors; e. assist the Debtors and their other professionals in reviewing the terms of any proposed Transaction or other transaction, in responding thereto and, if directed, in evaluating alternative proposals for a transaction; f. determine a range of values for the Debtors and any securities that the Debtors offer or propose to offer in connection with a transaction; g. advise the Debtors on the risks and benefits of considering the transaction with respect to the Debtors' intermediate and long-term business prospects and strategic alternatives to maximize the business enterprise value of the Debtors; h. review and analyze any proposals the Debtors receive from third parties in connection with a transaction or other transaction; i. assist or participate in negotiations with the parties-in- interest, including, without limitation, any current or prospective creditors of, holders of equity in, or claimants against the Debtors and their representatives in connection with a transaction; j. advise and attend meetings of the Debtors' Boards of Directors, security holders, creditor groups, official constituencies and other interested parties, as necessary; k. if requested by the Debtors, participate in hearings before the Bankruptcy Court in which such cases are commenced and provide relevant testimony with respect to the matters described herein and issues arising in connection with any proposed plan of reorganization; and l. render other financial advisory and investment banking services as may be agreed upon by Rothschild and the Debtors in connection with any of their Chapter 11 cases. The Debtors will pay Rothschild pursuant to this fee structure: -- A monthly fee of $150,000 per month, payable in advance on the first day of each month. -- An amendment fee of $1,000,000 payable on the closing of any amendment after January 21, 2008, provided, that only one amendment fee will be payable. -- A fee with respect to any New Capital Raise equal to (i) 1.5% of the face amount of any senior secured debt raised; (ii) 3.0% of the face amount of any junior secured debt raised; (iii) 4.0% of the face amount of any unsecured debt raised; and (iv) 6.0% of any equity or hybrid capital raised. -- In the event the Debtors have commenced Chapter 11 cases on or before the date on which the Transaction closes or is consummated, as applicable, a fee of $3,025,000, payable in cash on the confirmation and effectiveness of a plan or closing of any transaction, whether pursuant to Section 363 of the Bankruptcy Code or otherwise. -- In the event the Debtors have not commenced Chapter 11 cases prior to the date on which the transaction closes or is consummated, as applicable, a fee of $2,025,000, payable in cash upon the consummation of another transaction, other than an amendment. -- Rothschild will credit against any In-Court Completion Fee or Out-of-Court Completion Fee (a) 50% of the Monthly Fees paid in excess of $900,000 and (b) 100% of any Amendment Fees paid provided, that the sum of the Monthly Fee Credit and Amendment Fee Credit will not exceed the In-Court Completion Fee or Out-of-Court Completion Fee, as the case may be, against which it is to be credited. -- To the extent the Debtors request Rothschild to perform additional services not contemplated by the Engagement Letter, those services and the fees for those services will be mutually agreed upon by Rothschild and the Debtors, in writing, in advance. The Debtors will also reimburse Rothschild for all out-of-pocket expenses reasonably incurred by Rothschild. The Debtors agree to indemnification and contribution obligations. Neil Augustine, a managing director at Rothschild, assures the Court that his firm is "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, and holds no interest adverse to the Debtors and their estates. Mr. Augustine discloses that within the one-year period before the Petition Date, the Debtors paid $1,569,278 to Rothschild, which amount include: -- $838,709 in fees and $12,500 in expenses associated with the covenant amendment negotiated by the Debtors on October 12, 2007; and -- $653,225 in fees and $64,842 in expenses associated with work performed for the period January 21, 2008 to May 31, 2008. Mr. Augustine adds that the Debtors also gave Rothschild $25,000 for estimated future expenses, which will be credited against fees and expenses as incurred by Rothschild. Headquartered in Ionia, Michigan, BHM Technologies Holdings Inc. -- http://www.browncorp.com/-- manufactures and sells automobile parts including air bags and electrical systems. It has manufacturing facilites in Mexico and operates under Brown Corp. BHM Technologies Holdings, Inc. and 14 affiliates filed separate voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Michigan on May 19, 2008 (Lead Case No. 08- 04413). Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper Hamilton, LLP represent the Debtors in their restructuring efforts. When the Company filed for bankruptcy, it listed estimated assets and debts to be both between US$100 million and US$500 million. (BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) BHM TECHNOLOGIES: Gets Court Okay to Hire Kurtzman as Claims Agent ------------------------------------------------------------------ The United States Bankruptcy Court for the Western District of Michigan authorized BHM Technologies Holdings, Inc., and its debtor-subsidiaries to employ Kurtzman Carson Consultants LLC as notice, claims and solicitation agent on an interim basis in their Chapter 11 cases. As notice, claims processing, and ballot administration agent, Kurtzman Carson will: (a) prepare and serve required notices in the Debtors' Chapter 11 cases, including (i) a notice of the commencement of their Chapter 11 cases and the initial meeting of creditors under Section 341(a) of the Bankruptcy Code; (ii) notices of objections to claims if necessary; (iii) notices of any hearings on a disclosure statement and confirmation of a plan or plans of reorganization; and (iv) other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of their Chapter 11 cases; (b) file with the office of the Bankruptcy Clerk a certificate or affidavit of service that includes (i) an alphabetical list of persons on whom the notice was served, along with their addresses, and (ii) the date and manner of service; (c) maintain copies of all proofs of claim and proofs of interest filed in the Debtors' Chapter 11 cases; (d) maintain official claims registers in the Debtors' Chapter 11 cases by docketing all proofs of claim and proofs of interest in a claims database that includes (i) the name and address of the claimant or interest holder and any agent, if the proof of claim or proof of interest was filed by an agent; (ii) the date the proof of claim or proof of interest was received; (iii) the claim number assigned to the proof of claim or proof of interest; and (iv) the asserted amount and classification of the claim; (e) implement necessary security measures to ensure the completeness and integrity of the claims registers; (f) transmit to the Clerk's Office a copy of the claims registers on a weekly basis unless requested more or less frequently by the Clerk's Office; (g) maintain an up-to-date mailing list for all entities that filed proofs of claim or proofs of interest and making the list available upon request to the Clerk's Office or any party-in-interest; (h) provide access to the public for examination of copies of the proofs of claim or proofs of interest filed in the Debtors' Chapter 11 cases without charge during regular business hours; (i) record all transfers of claims pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and, if directed to do so by the Court, provide notice of those transfers; (j) comply with applicable federal, state, municipal, and local statutes, ordinances, rules, regulations, orders, and other requirements; (k) provide temporary employees to process claims; (l) comply promptly with conditions and requirements as the Clerk's office or the Court may at any time prescribe; (m) provide other claims processing, noticing, balloting, and related administrative services as may be requested from time to time by the Debtors; and (n) provide balloting services, including: -- printing of ballots, including the printing of creditor and shareholder specific ballots; -- prepare voting reports by plan class, creditor, or shareholder and amount for review and approval by the client and its counsel; -- coordinate the mailing of ballots, disclosure statement, and plan of reorganization to all voting and non-voting parties and provide affidavit of service; -- establish a toll-free "800" number to receive questions regarding voting on the plan; and -- receive ballots, inspecting ballots for conformity to voting procedures, date stamping and numbering ballots consecutively, and tabulating and certifying voting results. Headquartered in Ionia, Michigan, BHM Technologies Holdings Inc. -- http://www.browncorp.com/-- manufactures and sells automobile parts including air bags and electrical systems. It has manufacturing facilites in Mexico and operates under Brown Corp. BHM Technologies Holdings, Inc. and 14 affiliates filed separate voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Michigan on May 19, 2008 (Lead Case No. 08- 04413). Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper Hamilton, LLP represent the Debtors in their restructuring efforts. When the Company filed for bankruptcy, it listed estimated assets and debts to be both between US$100 million and US$500 million. (BHM Technologies Bankruptcy News, Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) BOSTON SCIENTIFIC: Will Pay $250MM in Patent Infringement Dispute ----------------------------------------------------------------- Boston Scientific Corporation disclosed that a U.S. District Court jury in Marshall, Texas has reached a verdict in a patent infringement suit brought against the company by Medtronic Inc. The jury awarded damages of $250 million. Medtronic alleged that certain Boston Scientific balloon catheters and stent delivery systems infringed four U.S. patents held by Medtronic. Boston Scientific claimed non-infringement, invalidity, unenforceability and other equitable relief. The District Court granted the company's summary judgment motion on one of the patents and dismissed Medtronic's claim of willful infringement. The jury found that certain Boston Scientific balloon catheters and stent delivery systems infringe Medtronic's patents and that the patents are valid. Boston Scientific has raised a number of defenses that were not considered by the jury but will be heard by the District Court on July 31. If those defenses are successful, the jury's verdict will be set aside. If those defenses are not successful, the company plans to seek to overturn the verdict in post-trial motions before the District Court and, if necessary, to appeal to the U.S. Court of Appeals for the Federal Circuit in Washington, D.C. The company is confident it will prevail on appeal because it believes the jury verdict is unsupported by both the evidence and the law. In New York Stock Exchange May 28 composite trading, Boston Scientific shares were down 28 cents, or 2.1%, to $13.16, The Wall Street Journal relates. WSJ states that Medtronic shares were at $49.84, down 39 cents, or 0.8%. About Boston Scientific Corporation Headquartered in Natick, Massachusetts, Boston Scientific Corporation (NYSE: BSX) -- http://www.bostonscientific.com/-- develops, manufactures and markets medical devices used in a broad range of interventional medical specialties. * * * Moody's Investors Service placed Boston Scientific Corporation's corporate family and probability of default ratings at 'Ba1' in July 2007. The ratings still hold to date. BUFFETS HOLDINGS: Court Approves ATL as Tax Consultants ------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware gave Buffets Holdings Inc. and its debtor-affiliates authority to employ Assessment Technologies, Ltd., as their property tax consultants under the terms of a service agreement As reported in the Troubled Company Reporter on May 12, 2008, Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, told the Court that ATL's primary role will be to provide the Debtors with property tax consulting services with respect to appealing tax assessments or challenging tax claim amounts for certain property owned or leased by the Debtors, and for which the Debtors are liable for tax assessments or tax claim amounts. According to Ms. Morgan, ATL is qualified to serve as the Debtors' property tax consultants because the firm has the background and expertise to help the Debtors achieve tax savings which will inure to the benefit of the Debtors' estates, creditors and other parties-in-interest. ALT is also one of the largest ad valorem tax consulting firms in the Southwest and has a good track record of producing tax savings for companies. As the Debtors' property tax consultants, ATL is expected to: * review targeted tax assessments on the property including supporting data, calculations and assumptions produced by the appropriate assessing authority together with the information provided by the Debtors; * analyze economic feasibility of attaining a reduced assessment or tax; * represent the Debtors before the appropriate tax assessing/collecting, or court authorities using all reasonable, appropriate and available means provided by statute or within the Bankruptcy Code to adjust assessment, unclaimed or claimed tax amount; and * upon approval of the Debtors, take any commercially reasonable and lawful action in furtherance of ATL's plan without additional approval requirements including, but not limited to, utilizing any and all local, state or federal remedies ATL deems necessary and appropriate. ATL will be compensated 50% of all the tax savings received by the Debtors as a result of ATL's efforts for each tax year. Tax savings is the aggregate of: (a) the positive difference between the proposed assessed valuation and the final assessed valuation for the property for each tax year's tax rate, multiplied by that year's tax rate. In the event a tax is reduced without adjustment of the corresponding assessed valuation, the positive difference between the beginning tax and the reduced tax will constitute tax savings; (b) refunds, credits, interest, reductions in claims and other tax offsets not otherwise claimed by the client in the ordinary course independent of consultant's advice; (c) reduction in taxes arising from correction of errors in the tax roll for prior tax years; and (d) reduction of statutory penalties, interest or collection fees payable and not otherwise statutorily barred by Bankruptcy code provisions. In the event a final assessed valuation is negotiated in advance of the formal posting of a proposed assessed valuation, the proposed valuation for purposes of determining tax savings will be calculated by adding net capital additions to the property tax account's original assessed value for the prior tax year, subject to reduction for depreciation ordinarily available on account of the taxing jurisdiction's applicable depreciation schedule. ATL is responsible for all expenses incurred in the pursuit of tax savings, including the cost of special property tax counsel legal fees, third party appraisal fees and travel expenses, provided, however, that ATL will provide the Debtors with up to 50 hours of data input for the Debtors' tax input. Any time expended for inputting of the Debtors' tax data that exceeds 50 hours will be compensable directly from the Debtors as general compliance work, at the rate set forth in the Service Agreement. ATL's hourly rates are: Partners $550 Managers 425 Senior Consultants 350 Consultants 250 Professional/Admin. 150 The Service Agreement provides that ATL's fees will be paid by the Debtors within 30 days of the Debtors' actual receipt date of the Tax Savings. James Hausman, Jr., senior vice president of ATL, assured the Court that ATL is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, and it holds no interest adverse as to the matters with respect to which it is to be employed by the Debtors in their Chapter 11 cases. About Buffets Holdings Headquartered in Eagan, Minnesota, Buffets Holdings Inc. -- http://www.buffet.com/-- is the parent company of Buffets, Inc., which operates 626 restaurants in 39 states, comprised of 615 steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse restaurants, and franchises sixteen steak-buffet restaurants in six states. The restaurants are principally operated under the Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain brands. Buffets, Inc. employs approximately 37,000 team members and serves approximately 200 million customers annually. The company and all of its subsidiaries filed Chapter 11 protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158). Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims and balloting agent. The U.S Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Otterbourg Steindler Houston & Rosen PC as counsel. The Debtors' balance sheet as of Sept. 19, 2007, showed total assets of $963,538,000 and total liabilities of $1,156,262,000. As reported in the Troubled Company Reporter on Feb. 26, 2008, the Court granted on February 22, 2008, final approval of the Debtors' debtor-in-possession credit facility, consisting of $85 million of new funding and $200 million carried over from the company's prepetition credit facility. (Buffets Holdings Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). BUFFETS HOLDINGS: Wants Plan Filing Deadline Extended to Sept. 30 ----------------------------------------------------------------- Buffets Holdings Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware to extend the period within which they have the exclusive right to file a Chapter 11 Plan through and including September 30, 2008. They also want an extension of the period within which they have the right to solicit acceptances of a plan through and including December 1, 2008. According to Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, the initial 120-day period in the Debtors' Chapter 11 cases has not provided them with an adequate opportunity to develop and negotiate a Chapter 11 Plan. Mr. Morgan says that since the Petition Date, the Debtors have had to address opposition to several motions, most notably in their efforts to obtain postpetition financing and their attempts to relieve themselves of burdensome non-residential real property leases. "At the same time, the Debtors continue to develop their go- forward business optimization strategy," Mr. Morgan relates. "The Debtors have been evaluating the profitability of their hundreds of restaurant locations across the country determining how to optimize their performance and, when appropriate, taking necessary steps to close underperforming stores." In addition, Mr. Morgan contends that the Debtors are currently marketing for sale the Tahoe Joe's line of restaurants, which has required significant attention of the Debtors' management and professionals. Mr. Morgan argues that the sheer size of the Debtors' Chapter 11 cases supports a finding of cause to extend the Exclusive Periods. "As of the Petition Date, the Debtors conducted business in over 600 restaurants across the country, and scheduled tens of thousands of creditors and over a billion dollars in assets and over a billion dollars in liabilities in their schedules," Mr. Morgan says. Mr. Morgan notes that the Debtors have made material progress in the Chapter 11 cases and do not seek the extension of the Exclusive Periods as a means to exert pressure on the relevant parties-in-interest. The Court will convene a hearing on June 11, 2008, at 10:30 a.m., to consider the Debtors' request. About Buffets Holdings Headquartered in Eagan, Minnesota, Buffets Holdings Inc. -- http://www.buffet.com/-- is the parent company of Buffets, Inc., which operates 626 restaurants in 39 states, comprised of 615 steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse restaurants, and franchises sixteen steak-buffet restaurants in six states. The restaurants are principally operated under the Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain brands. Buffets, Inc. employs approximately 37,000 team members and serves approximately 200 million customers annually. The company and all of its subsidiaries filed Chapter 11 protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158). Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims and balloting agent. The U.S Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Otterbourg Steindler Houston & Rosen PC as counsel. The Debtors' balance sheet as of Sept. 19, 2007, showed total assets of $963,538,000 and total liabilities of $1,156,262,000. As reported in the Troubled Company Reporter on Feb. 26, 2008, the Court granted on February 22, 2008, final approval of the Debtors' debtor-in-possession credit facility, consisting of $85 million of new funding and $200 million carried over from the company's prepetition credit facility. (Buffets Holdings Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). BUFFETS HOLDINGS: Annual Incentive Plans for 2008 & 2009 Approved ----------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware approved the performance-based Annual Incentive Plans for fiscal years 2008 and 2009 proposed by Buffets Holdings Inc. and its debtor-affiliates. As reported in the Troubled Company Reporter on May 13, 2008, to remain competitive, the Debtors, like many large companies, have traditionally incorporated into their management compensation system an annual performance-based incentive component. Since at least 2001, the Debtors' Board of Directors approved annual target incentive programs for employees that were based on the Debtors meeting specific performance levels, many of which were based on the Debtors' actual enterprise equity value for a fiscal year -- calculated based upon EBITDA -- reaching a targeted equity value for the fiscal year. The historical targeted incentive programs provided for bonuses to be paid to the Employees if the Debtors attained 50% of the Debtors' targeted EBITDA levels, with the bonus amounts increasing if the Debtors attained 100% of the Debtors' targeted EBITDA. These targeted incentive programs were offered to Employees, in addition to other bonus packages, to provide bonus compensation. Prior to the Petition Date, the Board of Directors implemented precisely this sort of EBITDA-based incentive program for fiscal year 2008. Incentive Compensation for Fiscal Year 2008 In the discretion of the Board of Directors, management Employees participating in the 2008 AIP would be eligible for incentive compensation that is linked to the Debtors' aggregate EBITDA exceeding $80,035,512 for the 2008 fiscal year -- the EBITDA level for the fiscal year set forth in the Debtors' debtor-in- possession budget. This is consistent with the general structure of incentive bonus plans historically offered to Employees, which have been based on the Debtors' overall financial performance, which is primarily focused on EBITDA. The modified 2008 AIP proposed by the Debtors would provide Employees with a bonus payment only if the Debtors exceed the 2008 Performance Goal by a minimum of $250,000. If the EBITDA for fiscal year 2008 is between $80,285,512 and $81,995,512, a discretionary pool of bonus funds, up to the maximum amount of $1,710,000, will be created, plus 10% of any EBITDA growth above $81,995,512. The 2008 Pool would be used to fund incentive payments to the Employees: * 54% of the 2008 Pool to approximately 15 Employees with titles of Vice President and above, allocated among the Employees based on their 2008 base salary; * 36% of the 2008 Pool to approximately 102 Employees who are corporate support employees, allocated among the Employees based on their 2008 base salary; * 10% of the 2008 Pool to be allocated to Employees in the two groups disclosed -- excluding the Debtors' chief executive officer and chief operating officer -- who have been determined by the Board of Directors to have demonstrated exceptional performance in the fiscal year and in assisting the Debtors in exceeding the 2008 Performance Goal; provided that no individual Employee will receive more than $10,000 in compensation on account of this portion of the 2008 Pool. If the EBITDA generated by the Debtors' business exceeds the 2008 Performance Goal plus $250,000, but is less than $81,995,512, the 2008 Pool will be reduced dollar for dollar by the amount by which EBITDA is less than $81,995,512. Incentive Compensation for Fiscal Year 2009 In the discretion of the Board of Directors, management Employees participating in the AIPs would be eligible for incentive compensation that is linked to EBITDA generated by the Debtors' business for fiscal year 2009 EBITDA of $90,288,146, the EBITDA level set forth in the Debtors' DIP budget for the 2009 fiscal year. The 2009 AIP proposed by the Debtors would provide Employees with a bonus payment upon the Debtors' exceeding the 2009 Performance Goal. If the EBITDA generated by the Debtors' business is between $90,288,146 and $91,963,146, a discretionary pool of bonus funds, up to the maximum amount of $1,675,000, will be created, plus 50% of any EBITDA growth from $91,963,146 to $92,463,146, plus 20% of any EBITDA growth from $92,463,146 to $102,900,000. The 2009 Pool will be used to fund incentive payments to the Employees: * 54% of the 2009 Pool to approximately 15 Employees with titles of Vice President and above, allocated among the Employees based on their 2009 base salary; * 36% of the 2009 Pool to approximately 112 Employees who are corporate support employees, allocated among the Employees based on their 2009 base salary; * 10% of the 2009 Pool to be allocated to Employees in the two groups disclosed -- but excluding the Debtors' Chief Executive Officer and Chief Operating Officer -- who have been determined by the Board of Directors to have demonstrated exceptional performance in the fiscal year and in assisting the Debtors in exceeding the 2009 Performance Goal, provided that no individual Employee will receive more than $10,000 in compensation on account of this portion of the 2009 Pool. If the EBITDA generated by the Debtors' business exceeds the 2009 Performance Goal, but is less than $91,963,146, the 2009 Pool will be reduced dollar for dollar by the amount by which EBITDA is less than $91,963,146. Furthermore, the Debtors would create an additional pool, equal to 10% of any Fiscal Year 2009 EBITDA growth beyond $102,900,000, which would be used to fund incentive payments to certain Employees: * 75% of the Supplemental 2009 Pool to approximately 15 Employees with titles of Vice President and above, allocated among the Employees based on their 2009 base salary; * 25% of the 2009 Pool to approximately 112 Employees who are corporate support employees, allocated among the Employees based on their 2009 base salary. Incentive Compensation to COO The Debtors also sought the court's approval to pay an incentive- related bonus to Tahoe Joe's vice president and chief operating officer upon completion of his first year of employment provided that the COO satisfactorily completes the mutual goals and objectives established by the Debtors and the COO. The COO was hired on November 16, 2007. The Debtors and the COO agreed that the mutual objective to serve as a condition precedent to the COO receiving a Personal Performance Bonus would be a reduction in both the Debtors' food and labor costs by at least one percent each, which would correlate to an annual savings of approximately $30,000,000 in operating costs. The maximum Personal Performance Bonus is $120,000. The Debtors believed that any Personal Performance Bonus for which the COO would be eligible would be earned postpetition and could therefore be paid in the ordinary course. However, the Debtors requested confirmation that they Debtors are authorized, in the sole discretion of the Board of Directors, to honor and pay the Personal Performance Bonus to the COO as part of the AIPs. Since the COO is one of the parties who will share in the 2008 Pool to be distributed if the Debtors exceed the 2008 Performance Goal, the total amount of bonus compensation to be paid to the COO on account of the Personal Performance Bonus plus his portion of the 2008 Pool will not exceed $120,000. Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, told the Court that performance-based compensation forms an integral part of the total cash compensation paid by the Debtors to their management team. Ms. Morgan explained that the annual incentive plans are a critical component of the Debtors' effort to reorganize their business. The annual incentive plan is necessary in order to appropriately compensate the Debtors' management employees and to ensure that the employees remain motivated to perform the important tasks necessary to effect a successful reorganization of the Debtors' businesses. About Buffets Holdings Headquartered in Eagan, Minnesota, Buffets Holdings Inc. -- http://www.buffet.com/-- is the parent company of Buffets, Inc., which operates 626 restaurants in 39 states, comprised of 615 steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse restaurants, and franchises sixteen steak-buffet restaurants in six states. The restaurants are principally operated under the Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain brands. Buffets, Inc. employs approximately 37,000 team members and serves approximately 200 million customers annually. The company and all of its subsidiaries filed Chapter 11 protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158). Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims and balloting agent. The U.S Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Otterbourg Steindler Houston & Rosen PC as counsel. The Debtors' balance sheet as of Sept. 19, 2007, showed total assets of $963,538,000 and total liabilities of $1,156,262,000. As reported in the Troubled Company Reporter on Feb. 26, 2008, the Court granted on February 22, 2008, final approval of the Debtors' debtor-in-possession credit facility, consisting of $85 million of new funding and $200 million carried over from the company's prepetition credit facility. (Buffets Holdings Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). CABLEVISION SYSTEMS: Moody's Rates Proposed $500MM Debt 'B1' ------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to the proposed new $500 million of senior unsecured debt to be issued by Cablevision Systems Corporation's subsidiary CSC Holdings, Inc. Existing ratings for the company and CSC were also affirmed, as outlined below. The rating outlook remains stable. Cablevision Systems Corporation -- Corporate Family Rating -- Affirmed at Ba3 -- Probability of Default Rating -- Affirmed at Ba3 -- Senior Unsecured Notes -- Affirmed at B2 (LGD6 -- 93%) -- Speculative Grade Liquidity Rating -- SGL-3 -- Rating Outlook -- Stable CSC Holdings, Inc. -- Senior Secured Bank Credit Facilities -- Affirmed at Ba1 (LGD2 -- 20%) -- Senior Unsecured Notes and Debentures -- Affirmed at B1 (LGD5 -- 73%) -- Rating Outlook -- Stable The ratings broadly incorporate the company's high financial risk and growing business risk, which are exacerbated by the shareholder-oriented investment strategies of the controlling Dolan family, mitigated by strong operating performance and prospects for further growth in what are already perceived to be very high value assets. "Cablevision continues to set the high bar against which the entire U.S. cable TV industry is measured," noted Moody's Senior Vice President Russell Solomon, "which affords the company continued access to the credit markets on favorable terms while simultaneously pursuing more speculative investments." Notwithstanding the refinancing of the near-term maturity, the SGL-3 liquidity rating for the company continues to reflect a substantial amount of scheduled debt maturities and relatively modest free cash flow generation over the next 12-to-18 months. In particular, Moody's indicated that covenant compliance under the CSC Holdings bank credit facilities is projected to get considerably tighter by the beginning of 2009 as step-downs in maximum permitted financial leverage maintenance levels are scheduled to occur. By that time, the company is also expected to be combating much more intense competition from Verizon to maintain its highly attractive customer base. "Any additional liquidity raised via the current offering in response to strong anticipated market demand would subsequently be viewed favorably, as it would not only address some of the forward refinancing needs but would also serve to restore some of the modest financial flexibility lost in concert with recently announced acquisition activities," stated Moody's Solomon. Headquartered in Bethpage, New York, Cablevision Systems Corporation is predominantly a domestic cable TV multiple system operator serving more than 3 million subscribers in and around the metropolitan New York area. Among other entertainment- and media- related business ventures, the company also owns and distributes programming to cable television and direct broadcast satellite providers throughout the United States through its Rainbow National Services LLC subsidiary (Ba3 CFR, Ba3 PDR, SGL-1, stable outlook). CALPINE CORP: Rejects Proposed All-Stock Takeover Bid of NRG ------------------------------------------------------------ Calpine Corporation reported that its Board of Directors, after thoroughly reviewing the proposal from NRG Energy, Inc.in its letter of May 14, 2008, and in consultation with its financial and legal advisors, has unanimously determined that NRG's proposal is inadequate and materially undervalues the company's unique asset portfolio and future prospects. Calpine indicated that its Board has authorized its advisors to contact NRG and its advisors to ascertain whether there is a basis for discussions between the two companies to explore a business combination. The company noted that there can be no assurance that a transaction will result from any discussions, if held. The Company does not intend to disclose developments with respect to any such discussions. As reported in the Troubled Company Reporter on May 23, 2008, Calpine received a take-over offer from NRG Energy, Inc., that proposes to purchase all of Calpine's outstanding capital stock in a non-taxable all stock transaction. Details of the offer were made public after Harbinger Capital Partners, Calpine's largest shareholder owning more than 24% of the company's outstanding shares, disclosed with the U.S. Securities and Exchange Commission that Calpine received the letter from NRG proposing the take-over. NRG confirmed the offer. As of May 21, 2008, shares of Calpine common stock are trading at $21.28 per share, and 421,676,288 shares of the company's common stock were outstanding. MarketWatch on May 22 valued the bid at $9.56 billion. The Associated Press on May 21 valued the bid at $11.3 billion. The AP on May 22 said NRG's all-stock offer was valued at $10.8 billion as of that day's close. Calpine shares surge $23.25 in after hours trading on Thursday, according to information from Yahoo! Finance. According to a news statement by NRG, the offer proposes a fixed exchange ratio of 0.534x, which represents $23.0 per Calpine share based on the May 13, 2008 closing prices. The offer represents a 16% premium to the May 13 closing price and approximately 20% to the 30-day trading average for Calpine stock price. Consolidation of the two companies would generate more than 45,000 megawatts, a $38,000,000,000 enterprise value, a $20,000,000,000 market cap company with four highly coherent regions of at least 8-GW each, NRG said. NRG, which uses a mix of gas, coal and nuclear units to fuel its power plants, stands to benefit from Calpine's natural gas-fueled power generation units if the U.S. Government regulate emissions of carbon dioxide because gas pollutes less than coal. The consolidation of the two firms "would begin to fulfill predictions of consolidation among independent power producers, which need to get bigger and more diverse to protect against regional downturns or price increases for particular fuels." "[The consolidation] would be unparalleled. There is nothing like this in the competitive power generation industry," Mr. Crane said. "The combined company would be the culmination of what we in this industry have aspired to become," Mr. Crane said in public statements. "We look forward to working with Calpine to demonstrate the full potential of the benefits enumerated in our letter for our respective shareholders. This is, quite simply, the right deal, at the right point in time, between the right partners." Calpine said in a press release that its Board of Directors will continue to review the NRG proposal to determine if it is in the best interest of Calpine's shareholders. Calpine said in a press release that its shareholders need not take any action at this time. Goldman Sachs & Co., is serving as Calpine's financial advisor. Skadden, Arps, Slate, Meagher & Flom LLP, serves as its legal counsel. The offer, according to the Journal citing people familiar with the matter, was proposed after William Patterson, chairman of Calpine's Board of Directors contacted NRG Chief Executive Officer David Crane to see if he is interested in becoming Calpine's CEO. Mr. Crane didn't want the job, the Journal said citing people familiar with the issue. Calpine emerged from bankruptcy on Jan. 31, 2008. According to the Associated Press, Calpine is facing a "leadership void" when Robert May, the company's current chief executive officer announced immediately after company's emergence from Chapter 11 that he will step down by the end of 2008. Harbinger, in a letter to the Calpine Board, recommended full public disclosure of the offer so all shareholders can express their opinions to the Board. Harbinger added that the Calpine Board must also put the search for a management team on hold for a brief period so that it may explore the offer in a comprehensive manner with all deliberate speed and diligence. A full-text copy of the letter sent on May 14, 2008, is available for free at http://ResearchArchives.com/t/s?2c69 About NRG Energy Headquartered in Princeton, New Jersey, NRG Energy Inc. -- http://www.nrgenergy.com/-- engages in the development, ownership and operation of non-utility power generation facilities and the sale of energy, capacity and related products. The company and 25 of its affiliates filed for Chapter 11 protection on May 14, 2003 (Bankr. S.D.N.Y. Lead Case No.03-12024). Matthew A. Cantor, Esq., and Robbin L. Itkin, Esq., at James H.M. Sprayregen, P.C. in New York, represent the Debtors in their restructuring efforts. The U.S. Trustee for Region 2 appointed creditors to serve on an Official Committee of Unsecured Creditors. Evan D. Flaschen, Esq., Patrick J. Trostle, Esq., and Renee M. Dailey, Esq., at Bingham McCutchen LLP in Connecticut, represent the Committee. When the Debtors filed for protection against their creditors, they listed total assets of $10,310,000,000 and total debts of $9,229,000,000. As reported in the Troubled Company Reporter on Dec. 8, 2003, NRG Energy, Inc., has successfully completed its Chapter 11 reorganization and has emerged from bankruptcy. NRG filed its Chapter 11 petition less than seven months earlier, on May 14, 2003. The U.S. Bankruptcy Court for the Southern District of New York confirmed NRG's Plan of Reorganization on November 24 and all conditions have been met clearing the way for NRG to emerge from Chapter 11. About Calpine Corporation Based in San Jose, California, Calpine Corporation (OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The company and its affiliates filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Aug. 31, 2007, the Debtors disclosed total assets of $18,467,000,000, total liabilities not subject to compromise of $11,207,000,000, total liabilities subject to compromise of $15,354,000,000 and stockholders' deficit of $8,102,000,000. On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC, and Silverado Geothermal Resources, Inc., filed voluntary chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198). On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another affiliate, also filed a voluntary chapter 11 petition (Bankr. S.D.N.Y. Case No. 07-12967). On June 20, 2007, the Debtors filed their Chapter 11 Plan and Disclosure Statement. On Aug. 27, 2007, the Debtors filed their Amended Plan and Disclosure Statement. Calpine filed a Second Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a Third Amended Plan. On Sept. 25, 2007, the Court approved the adequacy of the Debtors' Disclosure Statement and entered a written order on September 26. On Dec. 19, 2007, the Court confirmed the Debtors' Plan. The Amended Plan was deemed effective as of January 31, 2008. CHINA AOXING: Posts $2,285,426 Net Loss in 3rd Qtr. Ended March 31 ------------------------------------------------------------------ China Aoxing Pharmaceutical Co. Inc. reported a net loss of $2,285,426 for the third quarter ended March 31, 2008, compared with a net loss of $1,384,772 in the same period in 2007. During the three months ended March 31, 2008, the company reported product revenues of $857,065 from the sales of Naloxone Hydrochloride injectable and Shuanghuanglian Capsules. The company had product sales of $561,959 during the three months ended March 31, 2007. At March 31, 2008, the company's consolidated balance sheet showed $34,329,800 in total assets, $22,871,391 in total liabilities, and $11,458,409 in total stockholders' equity. The company's consolidated balance sheet at March 31, 2008, also showed strained liquidity with $5,994,017 in total current assets available to pay $21,184,391 in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2008, are available for free at http://researcharchives.com/t/s?2cfa Going Concern Doubt Paritz & Company P.A., in Hackensack, New Jersey, expressed substantial doubt about China Aoxing Pharmaceutical Co. Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended June 30, 2007, and 2006. The auditing firm said that the company's current liabilities substantially exceeded its current assets. For the nine months ended March 31, 2008, the company generated net losses of $4,869,306. In addition, the company is in default on $7,496,851 of loans from a bank. About China Aoxing Incorporated in the State of Florida and headquartered in Jersey City, New Jersey, China Aoxing Pharmaceutical Company Inc. (OTC BB: CAXG) is a pharmaceutical company engaged in research, development, manufacturing and marketing of a range of narcotics and pain management pharmaceutical products in generic and formulations. The company's operating subsidiary, Hebei Aoxing Pharmaceutical Co. Inc. is a corporation organized under the laws of the People's Republic of China. CIT GROUP: Moody's Lowers Ratings on Ongoing Business Transitions ----------------------------------------------------------------- Moody's Investors Service downgraded the senior unsecured rating of CIT Group, Inc. to Baa1 from A3 and affirmed its Prime-2 short- term rating. CIT's long-term ratings remain on review for possible downgrade. Moody's said the downgrade of the long-term rating to Baa1 reflects CIT's business profile, giving consideration to the business transitions now underway at the firm and the associated execution risks. In recent quarters, CIT has had to confront difficult operating and funding conditions resulting from deteriorating performance in its home lending business and broader credit market illiquidity. This has led to a weaker credit profile as reflected in the Baa1 rating. In response to these issues, CIT has implemented a number of tactical measures to preserve liquidity and capital levels after recording losses in each of the past four quarters related to its mortgage business. CIT raised approximately $1.6 billion in new common and hybrid equity during the first half of 2008, drew its $7.3 billion bank facilities, sold $2.5 billion of unencumbered assets, and created incremental liquidity sources of approximately $2.5 billion. This provided the firm needed cash liquidity to meet debt maturities and continue franchise-preserving levels of new finance asset originations. In Moody's view, CIT has adequate sources of liquidity to provide for its needs over the next twelve months. CIT's actions have also provided the firm additional time and financial flexibility to pursue initiatives which are more strategic in nature but that require a longer gestation period. CIT is expected to scale its funding and capital levels to support its core commercial finance businesses, while concurrently pursuing exit strategies for its non-core businesses. The Baa1 rating anticipates that CIT will maintain a sufficient liquidity cushion to allow it to successfully bridge its current difficulties and to enable it to transition its scale, focus, and funding profile. However, continuing uncertainty regarding the potential magnitude of cumulative losses in CIT's mortgage portfolio has been a significant impediment to the firm re- establishing solid footing in the credit markets. In recognition of the execution risks associated with CIT's plans to overcome funding and liquidity issues, the Baa1 rating remains on review for possible downgrade. Should the firm's key initiatives relating to securing a strategic funding partner and containing mortgage business risk prove to be successful, as expected, the ratings would likely be confirmed. Absent this, as noted above, the mortgage portfolio could continue to limit the company's ability to re-establish its access to the unsecured funding markets, putting further negative pressure on the rating. In addition to the challenges highlighted above that led to the downgrade, the Baa1 rating also incorporates Moody's view that CIT's profitability will be constrained in future periods by higher funding costs. Moody's believe that profitability, as determined by return on average managed assets, is likely to measure at the lower end of the firm's historical range. Additionally, profitability in recent quarters has been sustained in part by lower loss provisioning than historical norms; thus, unexpected deterioration in asset quality that results in accelerated provisioning is an additional risk factor to earnings strength. On the other hand, CIT's ratings continue to be supported by its strong franchise positioning in commercial finance, including leading businesses in trade finance, vendor finance, corporate finance, aircraft finance and small business lending. Some of these businesses are exposed to a high degree of cyclical volatility, such as aircraft finance, but the balance and breadth of CIT's business activities provides for some stabilizing influence to overall results. The ratings also recognize CIT's experienced operating management and its commitment to maintaining a prudent balance between yield and underwriting considerations. These ratings were downgraded and remain under review for possible further downgrade: CIT Group, Inc.: -- Issuer rating -- to Baa1 from A3 -- Senior Unsecured -- to Baa1 from A3 -- Senior Secured -- to A3 from A2 -- Junior Subordinated Debt -- to Baa3 from Baa2 -- Preferred Stock -- to Baa3 from Baa2 These ratings were affirmed: CIT Group, Inc.: -- Short-term at Prime-2 -- CIT Group (Australia) Limited: -- Short-term at Prime-2 CIT Group Funding Company of Canada: -- Short-term at Prime-2 CIT Group, Inc. is a global commercial finance company located in New York City. CIT reported total assets and earnings of $95.7 billion and ($257) million, respectively, for the first quarter of 2008. CIT GROUP: Disagrees with Moody's Move to Downgrade Rating ---------------------------------------------------------- CIT Group Inc. (NYSE: CIT) disagrees with Moody's Investors Service's decision to downgrade the bank's senior unsecured rating to Baa1 from A. "We disagree with the ratings actions that Moody's has taken, particularly in light of the significant progress we have made to strengthen our balance sheet, improve liquidity and position CIT for long-term success and profitability. We have successfully executed on our current strategic funding initiatives, which have included capital raising, asset sales, financings and growth at CIT Bank," the company said in a news statement. CIT noted that, over the past 60 days, the bank has: * raised $1.6 billion in new capital; * completed financings of approximately $1 billion, including a $550 million public equipment securitization; * sold more than $2 billion of assets at approximately book value; and, * underwrote $600 million of loans at the CIT Bank. In addition, the Company continues to advance its other key initiatives, including the previously announced sale of discrete business units and asset portfolios, the statement said. CIT said its strategic intent is to focus the Company on its market-leading commercial franchises. The bank's commitment to strong investment grade ratings remains, and it believes the financial profile and strength of its businesses will generate financial results consistent with "A" rating levels." As reported by the Troubled Company Reporter on April 4, 2008, CIT halted its student-lending operations and determined to dedicate its time on its business clients. CIT's decision to terminate writing student loans resulted from its efforts to market assets to relieve the company of indebtedness. As reported by the TCR on March 25, 2008, CIT drew from its $7.3 billion in unsecured U.S. bank credit facilities to repay debt maturing in 2008, including commercial paper, and provide financing to its core commercial franchises. The company planned to continue to seek additional funding sources, as well as explore and execute on the sale of non-strategic assets and business lines over the near term. CIT also said it was negotiating with foreign banks. The Wall Street Journal's David Enrich and Kevin Kingsbury report that Moody's ratings action sent the bank's stock tumbling 93 cents, or 8.5%, to $10 in 4 p.m. New York Stock Exchange composite trading Friday, leaving it down more than 80% in the past year. The ratings cut will make it more expensive for CIT to raise capital in the debt markets, the Journal says, citing analysts and investors. While Moody's noted that CIT appears to have enough capital to finance itself in the next 12 months, the ratings firm warned the bank could face future downgrades if it doesn't succeed in its search for a bank or other partner to help provide it with stable funding. Messrs. Enrich and Kingsbury relate that CIT hasn't had luck attracting a partner. While the bank's executives in late March thought they were getting traction in talks with Asian financial institutions, banks and other potential partners have backed away as a result of the uncertainty surrounding CIT and the overall industry, the Journal says, citing a person familiar with the matter. Messrs. Enrich and Kingsbury relate that if Standard & Poor's or Fitch Ratings follow Moody's move, CIT would have difficulty remaining independent according to analysts. "I don't know how they can compete longer term with a B rating," Messrs. Enrich and Kingsbury quote Michael Taiano, an analyst at Sandler O'Neill & Partners, as saying. "The question becomes: How hard is it to get back up to the A level?" According to Messrs. Enrich and Kingsbury, Mr. Taiano said if the rating doesn't rebound, CIT may "have to be more aggressive about selling the company." About CIT Group CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a global commercial finance company that provides financial products and advisory services to more than one million customers in over 50 countries across 30 industries. A leader in middle market financing, CIT has more than $80 billion in managed assets and provides financial solutions for more than half of the Fortune 1000. A member of the S&P 500 and Fortune 500, it maintains leading positions in asset-based, cash flow and Small Business Administration lending, equipment leasing, vendor financing and factoring. The CIT brand platform, Capital Redefined, articulates its value proposition of providing its customers with the relationship, intellectual and financial capital to yield infinite possibilities. CIVIC TOWERS: Case Summary & Four Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Civic Towers LLC P.O. Box 77455 Corona, CA 92877 Bankruptcy Case No.: 08-16262 Type of Business: The debtor is a real estate developer of office building Civic Towers located in Victorville, California. Chapter 11 Petition Date: May 29, 2008 Court: Central District of California (Riverside) Judge: Meredith A. Jury Debtor's Counsel: William M. Burd (wmburd@burd-naylor.com) 200 W Santa Ana Blvd Suite 400 Santa Ana, CA 92701 Tel: (714) 708-3900 Estimated Assets: $1,000,001 to $10 Million Estimated Debts: $1,000,001 to $10 Million The debtor's petition and list of its four largest creditors is available for free at http://bankrupt.com/misc/cacb08-16262.pdf CLARIENT INC: Appoints Raymond J. Land as Chief Financial Officer ----------------------------------------------------------------- Clarient Inc. appointed Raymond J. Land as senior vice president and chief financial officer effective June 5, 2008. Mr. Land, a veteran financial executive, has more than 15 years experience as a public company CFO in life sciences and related businesses and more than 30 years experience in financial and general management positions. Mr. Land, who spent the last year as CFO of Safeguard Scientifics, replaces James Agnello, who resigned the CFO position earlier this month. "I would like to welcome [Mr. Land] to the Clarient team," Ron Andrews, Clarient CEO, said. "Clearly, [Mr. Land] has the experience and knowledge base to have an immediate impact on Clarient's financial processes as we continue to develop and improve the necessary finance and accounting systems to support our rapid growth. "[Mr. Land's] experience on Wall Street combined with his knowledge of SEC and Sarbanes Oxley reporting requirements make him an excellent addition to our leadership team," Mr. Andrews added. His experience in strategic planning and M&A in the genomics space brings an added opportunity for contribution as we assess a number of strategic opportunities to augment our current growth trajectory." "This is a natural transition given Safeguard's business model of hiring executives with operational experience to fill roles in partner companies as they become available," Mr. Andrews stated. "As CFO at Safeguard, Ray has been working with Clarient for almost a year now so he has a solid understanding of our business and therefore was an obvious candidate to fill our open CFO role." Mr. Land has more than 30 years of experience in financial positions where he had responsibility for the accounting, treasury, tax, investor relations, information technology and strategic planning functions. >From 2006 to 2007, Mr. Land served as executive vice president and chief financial officer of Medcenter Solutions Inc., a pharmaceutical marketing company specializing in online solutions. >From 2005 until 2006, Mr. Land served as senior vice president and chief financial officer of Orchid Cellmark Inc., a DNA testing service provider that generates genetic profile information by analyzing an organism's unique genetic identity. >From 1997 until 2005, Mr. Land was senior vice president and chief financial officer of NASDAQ-traded Genencor International Inc., a diversified genomics and proteomics company that went public during his tenure and was acquired in a $1.2 billion transaction in 2005. >From 1991 to 1996, he served as senior vice president and chief financial officer for publicly traded West Pharmaceutical Services Inc. Mr. Land was with Campbell Soup Company Inc. where for nine years he held increasingly senior financial positions, including vice president-corporate controller. Prior to joining Campbell Soup, he was with Coopers and Lybrand for nine years. Mr. Land is a Certified Public Accountant and has a BBA degree in accounting and finance from Temple University. Mr. Land serves on the board of Anika Therapeutics Inc., as chairperson of the audit committee. About Clarient Based in Aliso Viejo, California, Clarient Inc. (NASDAQ: CLRT) -- http://www.clarientinc.com/-- is a comprehensive cancer diagnostic company providing cellular assessment and cancer characterization to three major customer groups: community pathologists, academic researchers and university hospitals, and bio pharmaceutical companies. Going Concern Doubt KPMG LLP in Costa Mesa, California, raised substantial doubt about Clarient Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditing firm pointed to the company's recurring losses, negative cash flows from operations, and working capital and net capital deficiencies. In addition, KPMG said it is not probable that the company can remain in compliance with the restrictive monthly financial covenant in its bank credit facility. For the year ended Dec. 31, 2007, the company posted an $8,757,000 net loss on $42,995,000 of revenues as compared with a $16,135,000 net loss on $27,723,000 of revenues for the same period in 2006. At Dec. 31, 2007, the company's balance showed $26,881,000 in total assets and $31,670,000 in total liabilities, resulting in a $4,789,000 stockholders' deficit. The company's balance sheet at Dec. 31, 2007, also showed strained liquidity with $15,545,000 in total current assets available to pay $26,665,000 in total current liabilities. In its latest Form 10-Q filed with the Securities and Exchange Commission, Clarient's balance sheet as of March 31, 2008, showed total assets of $30.2 million and total liabilities of $32.7 million, resulting in total stockholders' deficit of $2.5 million. CLASS 2006-13 TODI: Moody's Trims Rating on $10MM Notes to Ba3 -------------------------------------------------------------- Moody's Investors Service has downgraded these notes issued by Class 2006-13 TODI II: Class Description: $10,000,000 Class 2006-13 TODI II Units, due June 2016 -- Prior Rating: Baa3, on review for possible downgrade -- Current Rating: Ba3 According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of corporate securities. CLASS V FUNDING: Moody's Cuts Ratings to C on Four Note Classes --------------------------------------------------------------- Moody's Investors Service has downgraded ratings of seven classes of notes issued by Class V Funding Ltd. and left on review for possible downgrade the ratings of three of these classes of notes. The classes affected by the rating actions are as follows: Class Description: U.S.$100,000,000 Class A-1 First Priority Senior Secured Floating Rate Delayed Draw Notes due 2045 -- Prior Rating: Aaa -- Current Rating: Aa2, on review for possible downgrade Class Description: $41,000,000 Class A-2 Second Priority Senior Secured Floating Rate Notes due 2045 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Baa3, on review for possible downgrade Class Description: $30,000,000 Class B Third Priority Secured Floating Rate Notes due 2045 -- Prior Rating: Aa2, on review for possible downgrade -- Current Rating: B3, on review for possible downgrade Class Description: $8,000,000 Class C Fourth Priority Secured Floating Rate Deferrable Notes due 2045 -- Prior Rating: Baa3, on review for possible downgrade -- Current Rating: C Class Description: $9,000,000 Class D-1 Fifth Priority Mezzanine Secured Floating Rate Notes due 2045 -- Prior Rating: Ba2, on review for possible downgrade -- Current Rating: C Class Description: $2,000,000 Class D-2 Fifth Priority Mezzanine Secured Fixed Rate Notes due 2045 -- Prior Rating: Ba2, on review for possible downgrade -- Current Rating: C Class Description: 15,000 Preference Shares with an Aggregate Liquidation Preference of U.S.$15,000,000 -- Prior Rating: Ca -- Current Rating: C The rating actions reflect deterioration in the credit quality of the underlying portfolio, as well as the occurrence on May 12, 2008, as reported by the Trustee, of an event of default caused by a failure of the Class A/B Overcollateralization Ratio to be greater than or equal to 100%, as described in Section 5.1(i) of the Indenture dated April 12, 2005. As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of certain Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. The rating downgrades taken reflect the increased expected loss associated with the tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The severity of losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued following the event of default. Because of this uncertainty, the ratings assigned to the Class A1, A2 and B Notes remain on review for possible further action. Class V Funding, Ltd. is a collateralized debt obligation backed primarily by a portfolio structured finance securities. CLEAR CHANNEL: S&P Retains 'B+' Credit Rating Under Neg. Watch -------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Clear Channel Communications Inc., including the 'B+' corporate credit rating, remain on CreditWatch with negative implications. S&P originally placed them on CreditWatch on Oct. 26, 2006, following the San Antonio, Texas-based company's announcement that it was exploring strategic alternatives to enhance shareholder value. The CreditWatch update reflects the company's announcement that the bank syndicate providing debt financing for its proposed LBO has placed funding into an escrow account, pending completion of the transaction. The total transaction value (excluding the assumption of existing debt) is $17.9 billion under the renegotiated terms, or $36 per share, an 8.2% reduction from the previous price of $39.20 per share. This reduces pro forma leverage by about seven-tenths of a turn. "As we have previously indicated, if the deal successfully closes, and barring any further material changes," said Standard & Poor's credit analyst Michael Altberg, "we expect to lower Clear Channel's long-term corporate credit rating to 'B' from 'B+'." At the same time, S&P would expect to lower its rating on the company's existing senior unsecured notes to 'CCC+'. COINSTAR INC: S&P's 'BB' Rating Unaffected by Shamrock Deal ----------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Coinstar Inc. (BB/Positive/--) remain unchanged after the company's announcement that it has reached an agreement with Shamrock Activist Value Fund L.P. The deal has resolved the current proxy contest regarding the company's 2008 shareholder meeting. Under the agreement, Bellevue, Washington-based Coinstar appointed Arik Ahitov, one of Shamrock's board nominees, to its board of directors as of May 28, 2008. In addition, Coinstar will select and appoint an additional board member by March 1, 2009, from a pool of candidates to be nominated by major stockholders. Shamrock has agreed to vote with Coinstar's director nominees at the company's 2008 and 2009 annual meetings; Shamrock will also vote with the company if its board member is on the slate of nominees in 2010. Furthermore, Coinstar has agreed to reimburse Shamrock for up to $350,000 in expenses related to the proxy contest. Shamrock has previously stated, among other things, a desire to return capital to stockholders through dividends or expanded share repurchases. Given Shamrock's increased influence due to the addition of one of its nominees to the board, S&P believe it is possible that the company could adopt a more aggressive financial policy in the future. Standard & Poor's will continue to monitor developments regarding Coinstar's financial policy and governance practices as they become available. COMPLETE CONVENIENCE: Case Summary & Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Complete Convenience, LLC P.O. Box 185009 Ft. Worth, TX 76181 Bankruptcy Case No.: 08-42141 Type of Business: The Debtor manufactures dental hygiene products. Chapter 11 Petition Date: May 7, 2008 Court: Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Phone: 972-991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's petition is available for free at: http://bankrupt.com/misc/tnd-0842141.pdf CRYOCOR INC: Posts $4,009,000 Net Loss in 2008 First Quarter ------------------------------------------------------------ CryoCor Inc. reported a net loss of $4,009,000, on total revenue of $767,000, for the first quarter ended March 31, 2008, compared with a net loss of $3,432,000, on total revenue of $66,000, in the same period in 2007. Product revenue increased $34,000 to $100,000 for the three months ended March 31, 2008, compared to $66,000 for the three months ended March 31, 2007. Collaboration revenue increased to $667,000 for the three months ended March 31, 2008, from $-0- for the three months ended March 31, 2007, due to the partial recognition of an advance payment received in June 2007 under the company's development and license agreement with Boston Scientific Corp. of $167,000 as well as the full recognition of a $500,000 milestone earned and received during the three months ended March 31, 2008. Balance Sheet At March 31, 2008, the company's consolidated balance sheet showed in $10,776,000 in total assets, $7,928,000 in total liabilities, and $2,848,000 in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2008, are available for free at http://researcharchives.com/t/s?2d00 Going Concern Doubt Ernst & Young LLP, in San Diego, expressed substantial doubt about CryoCor Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditing firm pointed to the company's accumulated deficit of $100.8 million and working capital of $5.2 million. The company disclosed in its Form 10-Q for the quarter ended March 31, 2008, that it does not have sufficient working capital to fund its planned operations through Dec. 31, 2008, and is dependent upon closing a merger transaction with Boston Scientific Scimed Inc. If the company does not complete the transaction with Boston Scientific Scimed Inc. and is unable to secure adequate additional debt or equity financing, the company will be forced to restructure or significantly curtail its operations, file for bankruptcy, or cease operations. About CryoCor Inc. Based in San Diego, California, CryoCor Inc. (Nasdaq: CRYO) -- http://www.cryocor.com/-- is a medical technology company that has developed and manufactures a minimally invasive, disposable catheter system based on proprietary cryoablation technology for the treatment of cardiac arrhythmias. CSC HOLDINGS: Prices $500 Million Offering of 8-1/2% Senior Notes ----------------------------------------------------------------- CSC Holdings Inc., a subsidiary of Cablevision Systems Corporation, priced an offering of $500 million of 8-1/2% senior notes due 2015 to certain institutional investors in an offering exempt from the registration requirements of the Securities Act of 1933. The offering is expected to settle and close on June 4, 2008, subject to customary closing conditions. CSC Holdings intends to use the net proceeds from the offering to repay at maturity its $500 million of 7.25% senior notes due July 2008. Headquartered in New York, CSC Holdings Inc. is a subsidiary of Cablevision Systems Corporation is a domestic cable multiple system operator serving more than 3 million subscribers in and around the metropolitan New York area. * * * As reported in the Troubled Company Reporter on May 30, 2008, Standard & Poor's Ratings Services assigned a 'BB' rating on CSC Holdings Inc.'s proposed $500 million senior unsecured notes. CSC Holdings is a subsidiary of Bethpage, New York-based Cablevision Systems Corp., a major cable operator in the New York metropolitan area. Cablevision had about $11.6 billion of reported consolidated debt outstanding on March 31, 2008. CV ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: CV Entertainment Group, Inc. PO Box 195586 Hato Rey Station San Juan, Puerto Rico 00919-5586 Bankruptcy Case No.: 08-03393 Chapter 11 Petition Date: May 29, 2008 Court: District of Puerto Rico (Old San Juan) Debtors' Counsel: CHARLES ALFRED CUPRILL CHARLES A CURPILL, PSC LAW OFFICE 356 CALLE FORTALEZA SECOND FLOOR SAN JUAN, PR 00901 Tel: (787) 977-0515 E-mail: cacuprill@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,000 to $50,000,000 A copy of the Debtor's petition, its schedules of assets and liabilities, and its list of 20 largest unsecured creditors is available at no charge at: http://bankrupt.com/misc/prb08-03393.pdf D&G AUTO: Case Summary & Largest Unsecured Creditors ---------------------------------------------------- Debtor: D&G Auto Sales, Inc. 512 Beltline Road Decatur, AL 35601 Bankruptcy Case No.: 08-81385 Chapter 11 Petition Date: May 7, 2008 Court: Northern District of Alabama (Decatur) Judge: Jack Caddell Debtor's Counsel: Cynthia R Slate-Cook Slate, Cook & Waters P.O. Box 1344 Decatur, AL 35602 Phone: 256- 353-7912 E-mail: Cindyslatecook@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's petition is available for free at: http://bankrupt.com/misc/and-0881385.pdf DAVID PARRY: Case Summary & Largest Unsecured Creditors ---------------------------------------------------- Debtor: David W. Parry 1911 SW Campus DR P.O. Box 335 Federal Way, WA 98023 Bankruptcy Case No.: 008-13288 Chapter 11 Petition Date: May 29, 2008 Court: Western District of Washington (Seattle) Judge: Thomas T. Glover Debtor's Counsel: J Todd Tracy, Esq. Crocker Kuno PLLC 720 Olive Way Ste 1000 Seattle, WA 98101 Phone: 206-624-9894 E-mail: ttracy@crockerkuno.com Shelly Crocker, Esq. Crocker Kuno LLC 720 Olive Wy Ste 1000 Seattle, WA 98101 Phone: 206-624-9894 E-mail: scrocker@crockerkuno.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's petition is available for free at: http://bankrupt.com/misc/wwd-0813288.pdf DELPHI CORP: Wants August 1 Adversary Trial Against Appaloosa ------------------------------------------------------------- Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to allow for an expedited hearing and related discovery on its adversary proceedings against Appaloosa Management L.P. and eight other plan investors and related parties. As disclosed in the Troubled Company Reporter, Delphi seeks the specific performance by the Plan Investors on their agreement to provide $2,550,000,000 of exit financing pursuant to the Equity Purchase and Commitment Agreement. Delphi proposes this schedule: A. Defendants will answer or move in response to the complaint by June 13, 2008. B. If a motion to dismiss is filed on or before June 13, the plaintiff will file its papers in opposition to the motion by June 23, 2008, and the defendants will file any reply by June 30, 2008. C. The parties will serve document requests as soon as practicable and no later than June 3, 2008. Documents requested will be produced on a rolling basis and all non- privileged documents will be produced by June 30, 2008. D. The parties will serve notices for the depositions of fact witnesses as soon as practicable and no later than June 30, 2008. E. Any expert reports will be filed by July 15, 2008. F. All discovery will be completed by July 25, 2008. G. Pretrial briefs will be filed by July 25, 2008. H. Trial will commence on August 1, 2008. Edward A. Friedman, Esq., at Friedman Kaplan Seiler & Adelman LLP, in New York, says that although the proposed schedule is expedited, it is also reasonable and workable under the circumstances. According to Mr. Friedman, Delphi seeks to expedite the discovery and trial schedule because the equity financing promised by the Plan Investors is essential to the consummation of their Joint Plan and Delphi's timely emergence from Chapter 11. "The Plan and the agreements embodied therein, including the EPCA, are the product of years of negotiation, accommodation, conflict, litigation and ultimately resolution among Delphi, the Debtors' Statutory Committees, the Debtors' principal labor unions, General Motors, certain claimants in multidistrict ERISA and securities litigation, the Internal Revenue Service, the Pension Benefit Guaranty Corporation and the Defendants," Mr. Friedman says. "If the Plan is to be consummated, time is of the essence." Mr. Friedman contends that expediting the discovery and trial schedule will allow the Court to adjudicate Delphi's entitlement to specific performance by the end of the summer, while it will still be possible to put in place the structure that existed on April 4, 2008, without subjecting Delphi's stakeholders to the reduced recovery, and tremendous costs and delays that would ensue if the Plan must be scrapped and a new plan developed. In addition, long litigation and delay in the consummation of the Plan harms the Debtors and their stakeholders because they will be forced to endure the ongoing high costs and erosion of market confidence that accompany a prolonged bankruptcy proceeding, Mr. Friedman argues. Delphi asks that the Court set May 29, 2008 as the hearing date to consider its request for expedited discovery and trial. Concomitantly, Delphi asks the Court to set May 28 as the deadline for the filing and service of objections to its proposal. Harbinger Objects Harbinger Del-Auto Investment Company Ltd. and Harbinger Capital Partners Master Fund I, two of the Defendants, oppose Delphi's request, asserting that Delphi failed to show good cause in support of its expedited discovery and trial schedule. They say Delphi's schedule is patently unreasonable and unworkable. Sapna W. Palla, Esq., at Kaye Scholer LLP, in New York, asserts Delphi has not made any showing that it will be prejudiced if its lawsuits are not brought to trial by August 1. Harbinger notes that Delphi could have brought the Adversary Proceeding two months ago. It recounts that on March 7, the Court ruled that to the extent Delphi wished to seek a determination that Plan Investors had breached their obligations under the EPCA, a full evidentiary hearing, employing adversary proceeding rules, would be required. The expedited schedule Delphi proposes is unrealistic, unreasonable, and unworkable, given the size and complexity of this case, and would deprive Harbinger of the opportunity to develop and present its case in a fair and reasonable manner, Sapna Palla asserts. The counsel says that in a case in which Delphin seeks $2,550,000,000 from the Plan Investors, the proposed timeframe for conducting discovery is simply not reasonable, under any standard, given the numerous complex legal and factual issues, the number of parties and witnesses involved, and the necessarily extensive involvement of experts in presenting the issues. Harbinger notes that Delphi's proposal does not permit the parties to engage in an orderly discovery process allowed by the rules of the Court, including exchange of initial disclosures, a meaningful meet-and-confer about discovery issues and any conference on scheduling issues. Committee Wants to Intervene The Official Committee of Unsecured Creditors seeks to intervene in the Adversary Proceedings because its constituency, the unsecured creditors, have been injured by the acts of the Plan Investors. It notes that because of the Plan Investors' failure to provide the agreed-upon investment financing, distributions that should have been made to creditors pursuant to the Plan have not been made. Michael D. Warner, Esq., at Warner Stevens, L.L.P., in Fort Worth, Texas, asserts that as a party to the Adversary Proceedings, the Committee's role should include receiving notice of proceedings and the service of papers, filing motions, objections and other papers, making arguments and responding to arguments in Court, raising matters of concern to the Committee, and otherwise participating as a party by propounding discovery, taking part in depositions, and participating as parties with respect to any settlement discussions and considerations in the Adversary Proceedings. Mr. Warner asserts pursuant to Rule 24 of the Federal Rules of Civil Procedure and Section 1109(b) of the Bankruptcy Code, the Committee is entitled to intervene in the Adversary Proceedings because the creditors are the parties who will benefit from the specific performance sought in the Adversary Proceedings and other recovery obtained. "Since the creditors would have directly benefited from the investment financing and harmed by the failure of the Debtors to honor their obligations with respect thereto, the Committee should have the right to participate fully in the Adversary Proceedings." About Delphi Corp. Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- is the single supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The company's technology and products are present in more than 75 million vehicles on the road worldwide. Delphi has regional headquarters in Japan, Brazil and France. The company filed for Chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of March 31, 2007, the Debtors' balance sheet showed $11,446,000,000 in total assets and $23,851,000,000 in total debts. The Court approved Delphi's First Amended Joint Disclosure Statement and related solicitation procedures for the solicitation of votes on the First Amended Plan on Dec. 20, 2007. The Court confirmed the Debtors' First Amended Plan on Jan. 25, 2008. (Delphi Bankruptcy News, Issue No. 130; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) DELPHI CORP: Merrill Lynch Holds 1,482,658 Shares of Common Stock ----------------------------------------------------------------- Merrill Lynch & Co., Inc., and its related entities said in a filing with the Securities and Exchange Commission that they own an aggregate 1,482,658 shares of Delphi common stock. Merrill Lynch Entities note that with the notice of termination by Appaloosa Management, LP, of the Equity Purchase and Commitment Agreement, they are no longer a member of a "group" and as a result thereof, are no longer beneficial owners of more than 5% of the Delphi shares. Merrill Lynch was part of the group of investors who offered to provide Delphi with $2,550,000,000 in exit financing. Merrill Lynch committed to fund $166,866,749. As of April 4, 2008, the Plan Investors collectively owned shares of Delphi common stock, representing 22.31% of the total shares then outstanding. The Merrill Lynch Entities entered into these transactions: Transaction Trade Date Price No. of Shares ----------- ---------- ----- ------------- Sale 2/07/2008 $0.15 52 Sale 2/14/2008 $0.14 139 Sale 2/15/2008 $0.15 139 Sale 2/26/2008 $0.15 56 Sale 2/29/2008 $0.16 349 Sale 3/11/2008 $0.15 550 Purchase 3/19/2008 $0.10 5,000 Purchase 3/19/2008 $0.10 5,000 Purchase 3/19/2008 $0.10 5,000 Purchase 3/19/2008 $0.10 83,000 Sale 3/20/2008 $0.10 68,000 Sale 3/20/2008 $0.10 25,000 Sale 3/20/2008 $0.10 5,000 Sale 3/28/2008 $0.05 25 Purchase 4/01/2008 $0.04 25 Sale 4/03/2008 $0.13 69 Purchase 4/03/2008 $0.14 69 Sale 4/03/2008 $0.08 209 Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- is the single supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The company's technology and products are present in more than 75 million vehicles on the road worldwide. Delphi has regional headquarters in Japan, Brazil and France. The company filed for Chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of March 31, 2007, the Debtors' balance sheet showed $11,446,000,000 in total assets and $23,851,000,000 in total debts. The Court approved Delphi's First Amended Joint Disclosure Statement and related solicitation procedures for the solicitation of votes on the First Amended Plan on Dec. 20, 2007. The Court confirmed the Debtors' First Amended Plan on Jan. 25, 2008. (Delphi Bankruptcy News, Issue No. 130; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) DOMTAR CORP: Moody's Puts Ratings Under Review for Possible Lift ---------------------------------------------------------------- Moody's Investors Service placed Domtar Corporation's Ba3 corporate family rating, Ba1 senior secured rating and B1 senior unsecured rating under review for possible upgrade. The rating action was prompted by Domtar's improved credit protection metrics, the progress made in the integration of Domtar and Weyerhaeuser's fine paper assets, management's commitment to debt reduction, and the expectation of continued strong financial performance. Domtar has generated better than expected cashflow and profit margins, with most of the company's credit metrics in line with or outperforming the current rating. Recent uncoated freesheet paper capacity curtailments and modest imports into North America have produced favorable pricing for Domtar's main product, which has helped offset rising input costs and declining demand. Integration of Weyerhaeuser's fine paper assets is progressing well and the company is expected to exceed the targeted $200 million in synergies within the year. Management has reduced its debt position and has stated a commitment of further debt reduction. Moody's expects Domtar's credit protection metrics to continue to improve as management achieves further operational synergies and reduces debt from operating cash flow. Domtar's strengths include the company's significant position as the largest fine paper producer in North America, its favorable cost position within the industry and the improved size and operating diversity that has resulted from the merger with Weyerhaeuser's fine paper business. The company has good committed liquidity arrangements, with minimal near term debt maturities prior to 2011. Offsetting these strengths are declining demand for fine paper and rising input costs that may constrain projected margin expansion and free cash flow generation. Credit challenges also include the company's lack of product and geographic diversification, and the volatile pricing for fine paper and lumber. The review will examine the sustainability of the company's credit protection metrics in light of the recent larger-than-anticipated decrease in uncoated freesheet demand as well as the higher-than- expected cost inflation. The review will also focus on the company's ability to achieve its announced synergy targets, the company's debt reduction plans, and the company's ability to increase prices during the slowdown in the U.S. economy. On Review for Possible Upgrade: Issuer: Domtar Corporation -- Probability of Default Rating, Placed on Review for Possible Upgrade, currently Ba3 -- Corporate Family Rating, Placed on Review for Possible Upgrade, currently Ba3 -- Senior Secured Bank Credit Facility, Placed on Review for Possible Upgrade, currently Ba1, 22% - LGD2 -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Upgrade, currently B1, 74%- LGD5 Outlook Actions: Issuer: Domtar Corporation -- Outlook, Changed To Rating Under Review From Stable Moody's last rating action on Domtar Corporation was on Sept. 27, 2007, when a B1 senior unsecured rating was assigned to Domtar's new $1.5 billion of senior unsecured bonds, which replaced bonds at Domtar Inc. Headquartered in Montreal, Quebec, Domtar Corporation is the largest producer of uncoated freesheet paper in North America and the second largest in the world. The company also operates a paper distribution business and produces lumber and other wood products. ELECTRO ENERGY: Posts $3,888,096 Net Loss in 2008 First Quarter --------------------------------------------------------------- Electro Energy Inc. reported a net loss of $3,888,096, on total net revenue of $762,336, for the first quarter ended March 31, 2008, compared with a net loss of $2,860,752, on total net revenue of $799,681, in the same period in 2007. Net revenue from services for the three months ended March 31, 2008, was $638,335 compared with $721,703 for the same period of 2007, a decrease of $83,368 or 12.0%. The decrease was a result of lower revenue from several completed contracts partially offset by new research and development contract awards from the Department of Defense and Department of Energy for battery development for communications applications, high and low temperature and thermal battery development and from Lockheed Martin for lithium ion wafer cell battery development for the High Altitude Air Ship. Net revenue from products for the three months ended March 31, 2008, was $124,001 compared with $77,978 for the same period of 2007, an increase of $46,023 or 59.0%, primarily as a result of sales of smart battery products. Balance Sheet At March 31, 2008, the company's consolidated balance sheet showed in $29,139,749 in total assets, in $3,320,187 in total liabilities, and $25,819,562 in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2008, are available for free at http://researcharchives.com/t/s?2d01 Going Concern Doubt Marcum & Kliegman LLP, in New York, expressed substantial doubt about Electro Energy Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm reported that the company has incurred significant losses since inception and requires significant capital to implement its business plan. The company is not currently generating sufficient revenues from operations to execute its business plan and is dependent on the receipt of funding from government development contracts and cash raised in equity and debt financings to continue the development, production, marketing and sales of its products. About Electro Energy Headquartered in Danbury, Conn., Electro Energy Inc. (Nasdaq: EEEI) -- http://www.electroenerginc.com/-- was founded in 1992 to develop, manufacture and commercialize high-powered, rechargeable bipolar wafer cell nickel-metal hydride batteries for use in a wide range of applications. Its Colorado Springs operation is AS9100/ISO9001 certified and supplies aerospace-grade high quality nickel cadmium batteries and components for satellites, aircraft and other specialty applications. The company is also developing high power lithium rechargeable batteries utilizing the company's proprietary bipolar wafer cell design. The company owns manufacturing assets near Gainesville, Florida for rechargeable lithium ion 18650 cylindrical cells, the standard cell used in the electronics industry. EQUIFIRST NET: Fitch Chips Rating on $2.5MM Notes to 'C/DR6' ------------------------------------------------------------ Fitch Ratings has taken rating actions on one Equifirst Net Interest Margin notes: Equifirst CI-3 NIM -- $2.5 million class N-3 downgraded to 'C/DR6' from 'CCC/DR2'; Underlying Transaction: Equifirst 2004-3 The rating actions reflect actual pay-down performance of the NIM securities to date compared to initial projections, as well as, changes that Fitch previously made to its subprime loss forecasting assumptions for the underlying transactions. FINLAY ENTERPRISES: S&P Cuts Ratings on Weak Operating Performance ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its ratings on Finlay Enterprises Inc. and its wholly owned subsidiary Finlay Fine Jewelry Corp. to 'CCC' from 'B-'. At the same time, S&P lowered the New York City-based company's senior unsecured rating to 'CCC-' from 'CCC+'. The outlook is negative. "The downgrade reflects Finlay's continued weak operating performance and deteriorating liquidity position," said Standard & Poor's credit analyst David Kuntz. He also mentioned concern regarding the company's limited history in operating free-standing retail stores and its distressed credit protection metrics as additional factors. FREEDOM COMMS: Revenue Decline Prompts S&P to Cut Ratings to B- --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Irvine, California-based Freedom Communications Inc. by two notches, to 'B-' from 'B+'. The rating outlook is negative. Standard & Poor's also lowered its issue-level rating on the company's $950 million secured loan to 'B-' from 'BB-'. The recovery rating on this secured debt was revised to '3', indicating the expectation for meaningful (50% to 70%) recovery in the event of a payment default, from '2'. "The rating downgrade reflects meaningful declines in revenue and EBITDA at Freedom's newspaper publishing assets and the likelihood for further declines over the intermediate term," said Standard & Poor's credit analyst Liz Fairbanks. "It also reflects the possible near-term violation of the bank facility's financial covenants due to the significant declines in EBITDA and small likelihood for meaningful debt repayment." Given S&P's expectation for revenue declines, the company will have to significantly reduce operating costs or potentially seek an amendment from lenders to ease covenant levels. While Freedom faces a potential near-term bank covenant violation, its total leverage compares favorably with that of similarly rated peers in the newspaper industry. Thus, S&P believe that lenders will be amenable to considering temporary covenant relief, if requested, although S&P would expect the cost of debt capital to rise as a consequence of any amendment. However, Freedom's term loan requires the company to make scheduled principal payments of $62 million in 2009--a level that S&P expect will exceed free cash flow generation. Scheduled principal payments increase further in 2010 (to $206 million); thus, S&P are concerned that the terms of the credit facilities are not well aligned with current operating trends within the industry, and believe a refinancing will be required. The lowered ratings highlight these concerns. Freedom's capital structure is further complicated by the rights of certain minority equity owners (Blackstone Group and Providence Equity Partners) to put their interests back to the company beginning in May 2009. Standard & Poor's believes that current operating trends reduce the probability that these parties will exercise their put rights in the near term (due to an expected reduced valuation); however, this issue may complicate the company's ability to refinance its bank facilities. GMAC COMMERCIAL: Fitch Puts Two Low-B Ratings Under Neg. Watch -------------------------------------------------------------- Fitch placed three classes of GMAC Commercial Mortgage Securities, Inc. series 2006-C1 commercial mortgage pass-through certificates on Rating Watch Negative as: -- $5,100,000 class FNB-1 'BBB-'; Rating Watch Negative; -- $5,600,000 class FNB-2 'BB'; Rating Watch Negative; -- $2,100,000 class FNB-3 'BB-'; Rating Watch Negative. Additionally, Fitch affirmed these classes: -- $25,516,800 class A-1 at 'AAA'; -- $10,344,648 class A-1D at 'AAA'; -- $294,968,288 class A-1A at 'AAA'; -- $166,000,000 class A-2 at 'AAA'; -- $98,000,000 class A-3 at 'AAA'; -- $576,071,000 class A-4 at 'AAA'; -- Interest only class XP at 'AAA'; -- $169,740,000 class A-M at 'AAA'; -- $114,575,000 class A-J at 'AAA'; -- $36,070,000 class B at 'AA'; -- $19,096,000 class C at 'AA-'; -- $12,731,000 class D at 'A+'; -- Interest only class XC at 'AAA'; -- $21,217,000 class E at 'A'; -- $16,974,000 class F at 'A-'; -- $19,096,000 class G at 'BBB+'; -- $19,096,000 class H at 'BBB'; -- $23,339,000 class J at 'BBB-'; -- $6,366,000 class K at 'BB+'; -- $6,365,000 class L at 'BB'; -- $8,487,000 class M at 'BB-'; -- $2,122,000 class N at 'B+'; -- $4,243,000 class O at 'B'; -- $6,365,000 class P at 'B-'; -- $4,500,000 class FNB-4 at 'B'; -- $2,400,000 class FNB-5 at 'B-'; -- $13,300,000 class FNB-6 at 'CCC'. Class Q is not rated by Fitch. The placement of the three FNB rake classes on Rating Watch Negative is due to a decline in performance at the First National Bank Center since issuance. The classes represent the non-pooled components of the First National Bank Center loan. The property continues to have below market occupancy and has approximately 22% tenant roll during 2009-2010. However, the property is considered a high quality office property and benefits from experienced sponsorship with significant equity. If the property is able to re-tenant vacant and rolling space, the classes may be affirmed. Conversely, if the property continues to perform at current levels and is unable to manage future rollover, the classes may be downgraded. The affirmations of the remaining classes is due to the stable performance of the transaction since issuance. As of the May 2008 distribution report, the transaction has paid down 1.0% to $1.71 billion from $1.73 billion. There are no delinquent or specially serviced loans. There are three loans considered to be investment grade shadow ratings at issuance: DDR/Macquarie Mervyn's Portfolio (6.2%), First National Bank Center (3.8%), and City Square Office (1.6%). The DDR/Macquarie Mervyn's Portfolio is secured by 35 retail stores located in a combination of malls, shopping centers and free-standing locations across four states. Twenty-four sites are in California, five in Arizona, five in Nevada and one in Texas. The stores range in size from 59,000-90,000 square feet and occupancy remains at 100% since issuance. The loan maintains an investment grade shadow rating. The First National Bank Center is a 547,785 sf class A office building located in San Diego, California. Year-end 2006 occupancy was reported at 37.4% due to non-lease renewals of several tenants, one of which was the largest tenant. In early 2007, sponsorship changed and as of June 1, 2007, occupancy had improved to 73.8%. As of April 2008, the occupancy was approximately 70%, while the San Diego Downtown submarket occupancy was approximately 85% as of the first quarter 2008. In addition, through 2009 the building will experience contractual lease expirations on 20% of the net rentable area. Fitch will closely monitor the performance of this loan. City Square Office is collateralized by three individual class A office towers in Phoenix, AZ totaling 716,075 sf. At issuance occupancy was 66.3% and a future funding tenant improvement/leasing commission reserve was established to help the buildings reach stabilized occupancy of 85%. Occupancy as of year-end 2007 was 78.1%. The loan maintains an investment grade shadow rating. GREEKTOWN HOLDINGS: Case Summary & 40 Largest Unsecured Creditors ----------------------------------------------------------------- Lead Debtor: Greektown Holdings, LLC 555 E. Lafayette Blvd. Detroit, MI 48226 Bankruptcy Case No.: 08-53104 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Kewadin Greektown Casino, LLC 08-53105 Greektown Casino, LLC 08-53106 Monroe Partners, LLC 08-53107 Greektown Holdings II, Inc. 08-53108 Contract Builders Corp. 08-53110 Trappers GC Partner, LLC 08-53111 Realty Equity Company, Inc. 08-53112 Type of Business: The Debtors own and operates casinos. See http://www.greektowncasino.com/ Chapter 11 Petition Date: May 29, 2008 Court: Eastern District of Michigan (Detroit) Judge: Walter Shapero Debtors' Counsel: Daniel J. Weiner, Esq. Email: dweiner@schaferandweiner.com 40950 Woodward Ave., Ste. 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 Estimated Assets: Less than $50,000 Estimated Debts: $100 million to $500 million A copy of the Debtors' consolidated list of 40 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb08-53104.pdf GULFMARK OFFSHORE: Planned Rigdon Deal Won't Affect S&P's Ratings ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings and outlook on GulfMark Offshore Inc. (BB+/Stable/--) are unaffected by the announcement that GulfMark intends to acquire Rigdon Marine Corp. for approximately $560 million, including the assumption of $268 million of existing Rigdon debt. Financing for the transaction includes $150 million of cash and 2.1 million shares of GulfMark common stock, currently valued at around $140 million. The acquisition of Rigdon will enhance GulfMark's geographic diversity and provide it an entry into the Jones Act-protected U.S. Gulf of Mexico, helping to lessen its reliance on its North Sea division. The benefits from the transaction are tempered by the increase in debt to EBITDA, to 3.5x at the close of the transaction, as a result of the financing and assumed debt. However, GulfMark is expected to improve this measure to less than 3x in the near term by applying free cash flows to debt repayment, which will support its existing ratings. HAIGHTS CROSS: March 31 Balance Sheet Upside-Down by $156.6 MM -------------------------------------------------------------- Haights Cross Communications Inc.'s consolidated balance sheet at March 31, 2008, showed $331.0 million in total assets and $487.6 million in total liabilities, resulting in a $156.6 million total stockholders' deficit. At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $108.2 million in total current assets available to pay $174.4 million in total current liabilities. On Jan. 28, 2008, the company announced a plan to sell all of its business assets, including its Triumph Learning, Recorded Books and Oakstone Publishing operating businesses. In March 2008, an orderly wind-down of the company's Sundance/Newbridge business was initiated. The company reported a net loss of $9.9 million for the first quarter ended March 31, 2008, compared with a net loss of $13.5 million in the same period last year. Revenue for the first quarter 2008 was $51.8 million, a decrease of $1.1 million, or 2.1%, from revenue of $52.9 million for the first quarter 2007, reflecting declines in the K-12 Supplemental Education and Medical Education segments, partially offset by revenue growth in the Test-prep and Intervention and Library segments. Revenue for the Library segment, representing the Recorded Books business, increased $665,000, or 3.2%, to $21.3 million for the first quarter 2008, resulting primarily from growth in the core public library channel, including increased revenue from the My Library Download Video product line and the company's new preloaded digital audio player, Playaway. Revenue for the Test-prep and Intervention segment grew $442,000, or 2.3%, to $20.0 million for the first quarter 2008, reflecting continued growth in the Coach product line (Triumph Learning's flagship brand), partially offset by a revenue decline in the Buckle Down/Options product lines. Revenue for the K-12 Supplemental Education segment, reflecting the company's Sundance/Newbridge business, declined $1.8 million, or 34.0%, to $3.6 million for the first quarter 2008, which the company believes is a result of substantially increased competition in the supplemental education market. Revenue for the Medical Education segment declined $375,000, or 5.1%, to $7.0 million for the first quarter 2008, primarily due to lower revenue for Oakstone Medical resulting from the timing of product releases period versus period, partially offset by growth in the Oakstone Wellness business which includes newsletters, calendars and other ancillary Wellness products. Income from operations declined $3.3 million to $2.7 million for the first quarter 2008, primarily reflecting the revenue decline for the quarter, in addition to increased professional fees related to the sale of the company's businesses and restructuring related costs associated with the wind-down of the company's Sundance/Newbridge business. EBITDA, which the company defines as earnings before interest, taxes, depreciation, amortization, discontinued operations, and asset impairment charges, decreased $2.7 million to $9.2 million for the first quarter 2008, primarily reflecting the quarter revenue decline and increased restructuring and general and administrative costs associated with the wind-down of the Sundance/Newbridge business and sale transactions costs associated with the sale of the company's businesses. Adjusted EBITDA, which the company defines as EBITDA excluding non-recurring expenses and restructuring and restructuring related charges, decreased $1.3 million to $10.7 million for the first quarter 2008, primarily reflecting EBITDA declines in the Medical Education and Test-prep and Intervention segments. For the first quarter of 2008, HCC invested $5.3 million in pre- publication costs, compared to $5.5 million during the first quarter of 2007. For the first quarter 2008, HCC invested $523,000 in property and equipment, compared to $614,000 during the first quarter 2007. Going Concern Disclaimer Ernst & Young, LLP, in New York, expressed substantial doubt about Haights Cross Communications Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditing firm said that the company has substantial debt maturing in August 2008 and there is no certainty that the company will be able to repay or refinance this debt. The company's $100.0 million senior secured term loan which the company entered into on Aug. 20, 2003, and new $30.0 million senior secured term loan both mature on Aug. 15, 2008. The company said it expects that cash on hand and generated from operations will be insufficient to fund the repayment of the term loans when due. Non-payment of the term loans when due would also trigger a cross-default under the company's indentures governing the 11 3/4% Senior Notes due 2011 and the 12 1/2% Senior Discount Notes due 2011. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2008, are available for free at http://researcharchives.com/t/s?2cf1 About Haights Cross Founded in 1997 and based in White Plains, New York, Haights Cross Communications Inc. -- http://www.haightscross.com/-- is an educational and library publisher dedicated to creating the finest books, audio products, periodicals, software and online services, serving the following markets: K-12 supplemental education, public library and school publishing, audio books, and medical continuing education publishing. Haights Cross companies include: Sundance/Newbridge Educational Publishing, Triumph Learning, Buckle Down/Options Publishing, Recorded Books, and Oakstone Publishing. HAMILTON GARDENS: Moody's Cuts Rtng. on Change in Severity of Loss ------------------------------------------------------------------ Moody's Investors Service has downgraded the rating of one class of notes issued by Hamilton Gardens CDO II Ltd. The note affected by the rating action is as: Class Description: Class Description Up to $120,000,000 Class A-1a Floating Rate Notes Due August 2052 -- Prior Rating: B3, on review with future direction uncertain -- Current Rating: C Hamilton Gardens CDO II Ltd. is a collateralized debt obligation backed primarily by a portfolio of RMBS securities and CDO securities. The transaction experienced an event of default under the Indenture. As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of certain Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. In this regard, Moody's received notice from the Trustee that the Controlling Class directed the Trustee to proceed with the disposition of the Collateral in accordance with the Indenture. Also, the Trustee notified Moody's that it sold all of the Collateral and made a final distribution and applied the proceeds of the liquidation in accordance with applicable provisions of the Indenture on May 14, 2008. The rating action taken reflects the change in severity of loss associated with the Class A-1A Notes and reflects the final liquidation distribution. HANCOCK FABRICS: Discloses Rights Offering for $20MM Secured Notes ------------------------------------------------------------------ In a regulatory filing with the United States Securities and Exchange Commission, Hancock Fabrics Inc. and its debtor- affiliates reported that it is offering holders of the company's common stock: (a) the transferable right to purchase an aggregate of up to $20,000,000 principal amount of Hancock floating rate secured notes; and (b) warrants to purchase up to 9,500,000, shares of its common stock. Jane F. Aggers, president and chief executive officer of Hancock, disclosed in a prospectus that (i) the sale of the securities being offered is a component of Hancock's Plan of Reorganization, (ii) Hancock intends to use all of the net proceeds it receives from the Rights Offering -- combined with its senior credit facility and available cash -- to fund all required payments to enable it to exit Chapter 11. Hancock estimated that its net proceeds from the sale of the Notes and Warrants will total roughly $19,897,000. Every 96.17 shares of Hancock common stock entitles the holder to receive one right to purchase a note for $100, and receive a warrant to purchase 40 shares of Hancock common stock at no additional cost, Mr. Aggers said. Only stockholders who own more than 100 shares may participate in the Rights Offering. Rights Offering Terms A. Notes -- $100 Purchase Price; -- interest at LIBOR plus 4.50%, payable quarterly; -- interest for the first four quarters may be paid by the issuance of additional notes. If Hancock elects to issue additional notes, the interest for the period will be equal to LIBOR plus 5.50% rather than LIBOR plus 4.50%; -- matures five years from date of issuance; -- secured by a junior lien on all of Hancock's assets; -- subordinated to senior credit facility; and -- not convertible. B. Warrants -- warrant to purchase 40 shares of common stock per each $100 note; -- exercisable at a price per share equal to the greater of (i) $1.00 and (ii) the volume weighted average trading price for 30 days prior to the 3rd business day before issuance; -- exercisable upon the date of issuance; and -- terminates five years from date of issuance. According to Ms. Aggers, Hancock has an agreement with three backstop purchasers -- Sopris Capital Partners, LP, Berg & Berg Enterprises, LLC, and Trellus Management -- which provides that in the event stockholders do not subscribe for 100% of the notes being offered, the Backstop Purchasers will buy all remaining notes for $100 per note. In exchange, Hancock has agreed to issue the Backstop Purchasers warrants to purchase an aggregate of 1,500,000 shares of common stock on the same terms and conditions as the warrants issued in connection with the notes. The backstop purchasers are currently stockholders of the company, and are members of Hancock's Official Committee of Equity Holders. Ms. Aggers stated that the company may elect to pay any or all of the first four quarterly interest payments by issuing additional notes -- in-kind notes. If Hancock elects to issue in-kind notes in lieu of part or all of the interest owed, the interest due will be equal to LIBOR plus 5.50% accrued on the outstanding principal during the interest accrual period, Ms. Aggers said. Hancock does not plan to list the rights, the notes, or the warrants on any stock exchange, and it has no way of knowing whether a market will develop or be maintained for the rights, the notes, or the warrants. Ms. Aggers disclosed that the Offering will run for 21 days, but did not state when it will begin. Neither the SEC nor any state securities commission has approved or disapproved of the securities or determined if the Prospectus is truthful or complete, the SEC filing indicated. A full-text copy of Hancock's prospectus is available for free at http://ResearchArchives.com/t/s?2cf9 About Hancock Fabrics Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc. (OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty retailer of a wide selection of fashion and home decorating textiles, sewing accessories, needlecraft supplies and sewing machines. Hancock Fabrics is one of the largest fabric retailers in the United States, currently operating approximately 400 retail stores in approximately 40 states. The company employs approximately 7,500 people on a full-time and part-time basis. Most of the company's employees work in its retail stores, or in field management to support its retail stores. The company and six of its debtor-affiliates filed for chapter 11 protection on March 21, 2007 (Bankr. D. Del. Lead Case No. 07-10353). Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, represent the Debtors. As of Sept. 1, 2007, Hancock Fabrics disclosed total assets of $159,673,000 and total liabilities of 122,316,000. The Debtors' exclusive period to file a Chapter 11 Plan expires on May 30, 2008. (Hancock Fabric Bankruptcy News, Issue No. 32, Bankruptcy Creditors' Service Inc. HASCO NET: Fitch Takes Rating Actions on 13 Note Classes -------------------------------------------------------- Fitch Ratings has taken rating actions on 13 HASCO Net Interest Margin Notes. Unless stated otherwise, any bonds that were previously placed on Rating Watch Negative are removed. HASCO NIM 2007-NC1 -- $5.3 million Class A note downgraded to 'CCC/DR2' from 'A-'; -- $7.4 million Class B note downgraded to 'C/DR6' from 'BBB-'; Underlying Transaction: HSI Asset Securitization Corporation Trust 2007-NC1 HASCO NIM 2006-OPT2 -- $3.6 million Class B note downgraded to 'C/DR5' from 'BBB'; -- $3.0 million Class C note downgraded to 'C/DR6' from 'BBB-'; -- $3.5 million Class D note downgraded to 'C/DR6' from 'BB+'; Underlying Transaction: HSI Asset Securitization Corporation Trust 2006-OPT2 HASCO NIM 2006-OPT3 -- $4.2 million Class A note downgraded to 'C/DR6' from 'BBB'; -- $5.4 million Class B note downgraded to 'C/DR6' from 'BB'; -- $2.1 million Class C note downgraded to 'C/DR6' from 'BB-'; Underlying Transaction: HSI Asset Securitization Corporation Trust 2006-OPT3 HASCO NIM 2006-FF7 -- $11.1 million Class A note downgraded to 'C/DR6' from 'B'; -- $4.6 million Class B note downgraded to 'C/DR6' from 'B'; Underlying Transaction: First Franklin Mortgage Loan Trust 2006-FF7 HASCO NIM 2006-FF9 -- $13.4 million Class A note downgraded to 'C/DR6' from 'BBB'; -- $6.4 million Class B note revised to 'C/DR6' from 'C/DR5'; Underlying Transaction: First Franklin Mortgage Loan Trust 2006-FF9 HASCO NIM 2006-FF11 -- $12.0 million Class B note downgraded to 'C/DR6' from 'BBB'; -- $8.3 million Class C note downgraded to 'C/DR6' from 'B'; Underlying Transaction: First Franklin Mortgage Loan Trust 2006-FF11 The rating actions reflect actual pay-down performance of the NIM securities to date compared to initial projections, as well as, changes that Fitch previously made to its subprime loss forecasting assumptions for the underlying transactions. HEALTH MANAGEMENT: Moody's Confirms B1 Rating on Strong Liquidity ----------------------------------------------------------------- Moody's Investors Service confirmed the B1 Corporate Family and Probability of Default Ratings of Health Management Associates, Inc. The outlook for the ratings is stable. The Ba3 rating of HMA's senior secured credit facility remains under review for possible downgrade. The confirmation of the B1 Corporate Family and Probability of Default Ratings reflect recent events that have strengthened the company's liquidity position. Moody's believes that the company should now be able to adequately fund the potential put of the 2023 convertible subordinated notes on Aug. 1, 2008 while maintaining sufficient liquidity. HMA announced on May 21, 2008 that it had raised $250 million of convertible senior subordinated notes due 2028 in a private placement. Additionally, the company had approximately $455 million of available cash at March 31, 2008, including the proceeds from the recently completed Novant Health joint venture arrangement. Moody's also expects a reduction in outstanding debt to accompany the repayment of the existing $575 million of convertible subordinated notes due 2023. This action concludes the review of these ratings initiated on March 19, 2008. The continued review of the Ba3 rating of the company's senior secured credit facility reflects our belief that the ratings on this instrument would be downgraded if the 2023 notes are repaid with cash. Moody's assessment of the ratings at that time will depend on the outcome of the election of the holders to put the 2023 notes to the company and other changes in the capital structure that take place until that date in accordance with Moody's Loss Given Default Methodology. Under that methodology, the benefit of the layer of first loss absorption in a distress scenario provided by the senior subordinated debt that is currently reflected in the rating of the senior secured credit facility would diminish with the reduction in the amount of subordinated debt. These ratings have been confirmed: -- Corporate Family Rating at B1 -- Probability of Default Rating at B1 These ratings remain under review for possible downgrade: -- $500 million senior secured revolving credit facility at Ba3 (LGD3, 42%) -- $2,750 million senior secured term loan at Ba3 (LGD3, 42%) Headquartered in Naples, Florida, HMA is an owner and operator of acute-care hospitals in non-urban settings. The company provides inpatient services such as general surgery, and oncology as well as outpatient services such as laboratory, x-ray and physical therapy services. In addition, some facilities also offer specialty services such as cardiology, radiation therapy and MRI scanning. Moody's estimates that the company generated revenues of approximately $4.4 billion in the twelve months ended March 31, 2008. HENRY OIL: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Henry Oil Co., Inc. Post Office Box 147 Houston, MS 38851 Bankruptcy Case No.: 08-11811 Description: Elizabeth Ann Henry, president, filed the petition on behalf of the Debtor. Chapter 11 Petition Date: May 8, 2008 Court: Northern District of Mississippi (Aberdeen) Debtor's Counsel: Jeffrey K. Tyree, Esq. (jktyree@harrisgeno.com) Harris Jernigan & Geno, PLLC P.O. Box 3380 Ridgeland, MS 39158-3380 Tel: (601) 427-0048 Fax: (601) 427-0050 Estimated Assets: $1,000,001 to $10 million Estimated Debts: $1,000,001 to $10 million The Debtor did not file a list of its largest general unsecured creditors. HIBEL REALTY: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Hibel Realty, LLC 1287 Old Post Road Marstons Mills, MA 02648 Bankruptcy Case No.: 08-13697 Description: Robert M. Bradley, manager, filed the petition on behalf of the Debtor. Chapter 11 Petition Date: May 21, 2008 Court: District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Frederick Watson, Esq. (watson@dunbarlawpc.com) Dunbar Law P.C. 10 High Street, Suite 700 Boston, MA 02110 Tel: 617-244-3550 Estimated Assets: $1,000,001 to $10 million Estimated Debts: $1,000,001 to $10 million A full-text copy of the Debtor's petition and a list of its eight largest general unsecured creditors is available for free at http://bankrupt.com/misc/mab08-13697.pdf HIGHLAND PARK: S&P Puts Ratings on Six Loan Classes at Neg. Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on six classes from Highland Park CDO I Ltd. on CreditWatch with negative implications. The CreditWatch negative placements follow Standard & Poor's downgrade of two of the transaction's commercial mortgage-backed securities assets and the high likelihood of a total loss on a mezzanine loan asset. The CreditWatch placements also reflect the default of five other assets held in the transaction. Highland Park CDO I Ltd. owns $5 million (0.8% of aggregate noncash assets) of class L and $13.5 million (2.3%) of class M from Morgan Stanley Capital I Inc.'s series 2006-XLF. Standard & Poor's downgraded class L to 'BB-' from 'BBB' and class M to 'D' from 'BBB-/Watch Neg' earlier. Additionally, the borrower's equity interest in the Holiday Inn - Columbus asset secures $10.5 million (1.8%) in subordinate mezzanine debt, which is considered a defaulted security in Highland Park CDO I Ltd. Morgan Stanley Capital I Inc.'s series 2006-XLF holds the mortgage debt on the Holiday Inn - Columbus, which is in foreclosure. The mezzanine loan subordinate to the mortgage debt is highly likely to experience a total principal loss. In addition to the mezzanine loan on the Holiday Inn - Columbus, five other real estate bank loan assets ($17.4 million, 2.9%) were listed as defaulted securities in the most recent trustee report, dated May 19, 2008. According to the report, the collateral pool backing Highland Park CDO I Ltd. consisted of 78 assets with an aggregate principal balance of $594.1 million, excluding cash. The assets included CMBS pass-through certificates ($227.9 million, 38.4%), B notes ($135.9 million, 22.9%), real estate bank loans ($128.2 million, 21.6%), mezzanine loans ($71.2 million, 12.0%), and real estate collateralized debt obligation bonds ($30.0 million, 5.0). Excluding the aforementioned six defaulted assets, the current asset pool exhibits credit characteristics consistent with 'B' rated obligations. As part of its analysis to resolve the CreditWatch negative placements, Standard & Poor's will evaluate the credit characteristics of the current pool of assets, including any additional information related to the credit-impaired assets, as well as the current liabilities of the transaction. Ratings Placed on Creditwatch Negative Highland Park CDO I Ltd. CRE CDOs Rating ------ Class To From ----- -- ---- A-2 AAA/Watch Neg AAA B AA/Watch Neg AA C A/Watch Neg A D BBB/Watch Neg BBB E BBB-/Watch Neg BBB- F BB/Watch Neg BB HITTER DC: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Hitter DC, LLC dba Kiddie Academy of East Setauket 10 Research Way East Setauket, NY 11733 Bankruptcy Case No.: 08-72433 Description: Michael Maurer, managing member, filed the petition on behalf of the Debtor. The Debtor disclosed that Thomas O. Doyle, Kathleen Dodge, Michael Maurer and Kerry Maurer each own a 25% interest in the Debtor. Chapter 11 Petition Date: May 12, 2008 Court: Eastern District of New York (Central Islip) Judge: Dorothy Eisenberg Debtor's Counsel: Michael J. Macco, Esq. (lsimms@maccosternlaw.com) Macco & Stern, LLP 135 Pinelawn Road, Suite 120 South Melville, NY 11747 Tel: (631) 549-7900 Fax: (631) 549-7845 Total Assets: $61,500 Total Debts: $1,068,007 A full copy of the Debtor's petition and list of creditors is available for free at http://bankrupt.com/misc/nyeb08-72433.pdf HQ RECRUITMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: HQ Recruitment Corporation dba HireQuest 31 Columbia Suite 200 Aliso Viejo, CA 92656 Bankrutpcy Case No.: 08-12617 Description: Derek Ludwig, president, filed the petition on behalf of the Debtor. He owns 100% interest in the Debtor. Chapter 11 Petition Date: May 14, 2008 Court: Central District Of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: Kelly S. Johnson, Esq. Law Offices of Kelly S. Johnson 180 Newport Center Drive, Suite 100 Newport Beach, CA 92660 Tel: (949) 729-8014 Total Assets: $3,925,614 Total Debts: $4,779,815 A full copy of the Debtor's petition and list of creditors is available for free at http://bankrupt.com/misc/cacb08-12617.pdf HSPI DIVERSIFIED: Moody's Trims Ratings on Poor Credit Quality -------------------------------------------------------------- Moody's Investors Service has downgraded ratings of four classes of notes issued by and an advance swap agreement entered into by HSPI Diversified CDO Fund I, Ltd. and left on review for possible further downgrade one of the ratings. The rating actions are: Class Description: $384,000,000 Class A-1 Advance Swap Agreement dated December 12, 2006; -- Prior Rating: A2, on review for possible downgrade -- Current Rating: Caa2, on review for possible downgrade Class Description: $52,000,000 Class A-2 Senior Secured Floating Rate Notes due 2052; -- Prior Rating: Baa2, on review for possible downgrade -- Current Rating: Ca Class Description: $77,000,000 Class A-3 Senior Secured Floating Rate Notes due 2052; -- Prior Rating: Baa3, on review for possible downgrade -- Current Rating: Ca Class Description: $24,000,000 Class B Senior Subordinate Floating Rate Notes due 2052; -- Prior Rating: B2, on review for possible downgrade -- Current Rating: C Class Description: $28,000,000 Class C Subordinate Secured Floating Rate Notes due 2052. -- Prior Rating: Caa2, on review for possible downgrade -- Current Rating: C The rating actions reflect deterioration in the credit quality of the underlying portfolio, as well as the occurrence, as reported by the Trustee on May 12, 2008, of an event of default caused by a failure of the Class A-2 Par Value Ratio to be greater than or equal to 90 percent, as described in Section 5.1(g) of the Indenture dated Dec. 12, 2006. As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, certain parties to the transaction may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. The rating downgrades taken today reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The severity of losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued following the default event. Because of this uncertainty, the rating assigned to the Advance Swap Agreement remains on review for possible further action. HSPI Diversified CDO Fund I, Ltd. is a collateralized debt obligation backed primarily by a portfolio of Structured Finance securities. HUNTER'S POINT: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Hunter's Point Golf Community, LLC 504 Bayhill Drive Nampa, ID 83686 Bankruptcy Case No.: 08-00933 Description: Gregory Bullock, managing member, filed the petition on behalf of the Debtor. Chapter 11 Petition Date: May 16, 2008 Court: District of Idaho (Boise) Judge: Terry L. Myers Debtor's Counsel: Howard R. Foley, Esq. (hrfoley@foleyfreeman.com) Foley Freeman PLLC P.O. Box 10 Meridian, ID 83680 Tel: (208) 888-9111 Fax: (208) 888-5130 Total Assets: $3,913,400 Total Debts: $16,314,584 A full copy of the Debtor's petition and list of creditors is available for free at: http://bankrupt.com/misc/idb08-00933.pdf HURRICANE MEMPHIS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Hurricane Memphis, LLC dba Pat O'Brien's -- Memphis 2101 Merchant's Row, Suite 2 Germantown, TN 38138 Bankruptcy Case No.: 08-24510 Description: Curtis Wegener, manager, filed the petition on behalf of the Debtor. Chapter 11 Petition Date: May 9, 2008 Court: Western District of Tennessee (Memphis) Judge: David S. Kennedy Debtor's Counsel: P. Preston Wilson, Esq. (ppwgwsb@bellsouth.net) Gotten, Wilson, Savory & Beard 88 Union Avenue, 14th Floor Memphis, TN 38103 Tel: (901) 523-1110 Fax: (901) 523-1139 Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of creditors. IDLEAIRE TECHNOLOGIES: Court Approves Sale Bidding Procedures ------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware approved bidding procedures for the sale of substantially all of the assets of IdleAire Technologies Corporation, subject to better and higher offers. The Debtor agrees to sell its assets for $10 million including assumption of certain liabilities to the proposed purchaser, IdleAire Acquisition Company LLC, which is composed of, among others, Airlie Opportunity Master Fund Ltd., Kenmont Special Opportunities Master Fund LP, Miesque Fund Limited, SV Special Situations Master Fund Ltd., Pierce Diversified Trading Strategy Fund LLC, Whitebox Hedged High Yield Partners LP, Wilfrid Aubrey Growth Fund LP and Wilfrid Aubrey International Limited. The proposed purchase price consists of: i) a credit bid of all or portion of either the investors' debtor-in-possession financing claims or 13% senior notes due 2012, or ii) cash or a combination of any of the foregoing, plus assumed liabilities. The proceeds of the sale will be used to pay postpetiton financing and other secured debt. Qualified bid along with a deposit equal to 10% of the purchase price must be delivered by July 1, 2008, followed by an auction on July 3, 2008. Bid is set at $500,000 increment. Pursuant to the agreement, deposit of each bidder will be returned by the Debtor following the consummation of the sale to the successful bidder. The Debtor agrees to pay a $1,000,000 reimbursement to that bidder for out-of-pocket expenses. A hearing is set for July 8, 2008, to consider approval of the Debtor's sale request. The sale is expected to close by July 18, 2008. Briefly Noted As reported in the Troubled Company Reporter on May 28, 2008, Roberta A. DeAngelis, the U.S. Trustee for Region 3, asks the Court to appoint a Chapter 11 examiner for the Debtor's bankruptcy proceeding. The Chapter 11 examiner is expected to evaluate the validity of the (i) court-approved $25,000,000 debtor-in-possession loan from a consortium of lenders led by Wells Fargo, National Association, and (ii) the proposed $10 million purchase price for the sale of all assets of the Debtor. The U.S. Trustee said the Debtor's chief restructuring officer, Stephen Gray, estimated the liquidation value of the Debtors at $8,098,385 during the first day hearing on May 14, 2008. Mr. Gray's estimation of the Debtors' value at liquidation is less than the DIP loan and the proposed purchase price, leaving the bondholder debt entirely unsecured, the U.S. Trustee points out. A hearing is set for June 9, 2008, at 2:00 p.m., to consider the U.S. Trustee's request. Objections, if any, are due June 2, 2008, at 4:00 p.m. About IdleAire Knoxville, Tennessee-based IdleAire Technologies Corp. -- http://www.idleaire.com/-- is a privately held corporation founded in June 2000. It manufactures and services an advanced travel center electrification system providing heating, ventilation & air conditioning, Internet and other services to truck drivers parked at rest stops. The company delivers its services to long-haul drivers through its patented Advanced Travel Center Electrification(R) system, or ATE system, comprised of an in-cab service module connected to an external heating, ventilation and air conditioning unit, or HVAC unit, mounted on a truss structure above parking spaces. IdleAire has 131 locations in 34 states and employs about 1,200 people. The company filed chapter 11 petition on May 12, 2008 (Bankr. D. Del. Case No. 08-10960). Judge Kevin Gross presides over the case. Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine, Esq., and William David Sullivan, Esq., at Sullivan Hazeltine Allinson, LLC represent the Debtor in its restructuring efforts. The Debtor selected Kurtzman Carson Consultants LLC as claim, noticing and balloting agent. The U.S. Trustee for Region 3 appointed three creditors to serve on an Official Committee of Unsecured Creditors. As of Dec. 31, 2007, the Debtor had total assets of $210,879,000 and total debts of $303,616,000. IMARX THERAPEUTICS: Posts $2.5 Million Net Loss in 2008 First Qtr. ------------------------------------------------------------------ ImaRx Therapeutics Inc. reported a net loss of $2.5 million for the first quarter ended March 31, 2008, compared to a net loss of $2.4 million for the same period last year. This change was primarily a result of increased selling, general and administrative expenses offset partially by increased urokinase sales. Revenue for the first quarter ended March 31, 2008, rose to $1.9 million from $1.2 million for the first quarter ended March 31, 2007. Increased sales of urokinase, which ImaRx began commercializing in October 2006, drove the revenue increase for the quarter. On March 31, 2008, ImaRx had $10.3 million in cash and cash equivalents compared to $12.9 million in cash and cash equivalents on Dec. 31, 2007. At March 31, 2008, the company's consolidated balance sheet showed $26.2 million in total assets, $18.3 million in total liabilities, and $7.9 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2008, are available for free at http://researcharchives.com/t/s?2cfe Going Concern Doubt Ernst & Young LLP, in Phoenix, Ariz., expressed substantial doubt about ImaRx Therapeutics Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm said that the company has recurring losses, which has resulted in an accumulated deficit of $81.2 million at Dec. 31, 2007. Subsequent to the end of the quarter, the company paid $5.2 million to satisfy all outstanding liabilities to Abbott Laboratories, including the $10.8 million balance on the $15.0 million non-recourse note. About ImaRx Therapeutics Based in Tucson, Ariz., ImaRx Therapeutics Inc. (Nasdaq: IMRX) -- http://www.imarx.com/-- is a biopharmaceutical company developing and commercializing therapies for vascular disorders. The company's research and development efforts are focused on therapies for stroke and other vascular disorders using its proprietary microbubble technology. The company's commercialization efforts are currently focused on its product, urokinase, for the treatment of acute massive pulmonary embolism. IMPART INC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Impart, Inc. 1300 North Northlake Way Seattle, WA 98103 Bankruptcy Case No.: 08-11892 Description: Joseph Martinez, chief executive officer, filed the petition on behalf of the Debtor. Chapter 11 Petition Date: May 21, 2008 Court: Southern District of New York (Manhattan) Judge: Robert E. Gerber Debtor's Counsel: Kevin J. Nash, Esq. (FinkGold@aol.com) Finkel Goldstein Rosenbloom Nash, LLP 26 Broadway, Suite 711 New York, NY 10004 Tel: (212) 344-2929 Fax: (212) 422-6836 Estimated Assets: $0 Estimated Debts: $3,883,136 A full copy of the Debtor's petition and list of creditors is available for free at http://bankrupt.com/misc/nysb08-11892.pdf INDALEX HOLDING: Poor Liquidity Position Cues Moody's Rating Cuts ----------------------------------------------------------------- Moody's Investors Service downgraded Indalex Holding Corp.'s corporate family rating to Caa2 from Caa1, probability of default rating to Caa2 from Caa1, and second lien senior secured note rating to Caa3 from Caa2. The speculative grade liquidity rating was affirmed at SGL-4. The rating outlook is negative. The downgrade and negative outlook are primarily a function of the company's deteriorating liquidity position driven by greater than expected volume declines and further weakening in end markets which Moody's believes will likely persist through 2008. Moody's notes that the company has made efforts to restructure its business and that the recently announced $15 million term loan has provided additional liquidity which could be enhanced by the possibility of an incremental $15 million term loan and up to $28 million of sale-leaseback transactions. However, despite these activities, Moody's believes that continued weaker operating performance combined with capital spending levels will likely result in negative free cash flow generation through at least 2008. This could severely pressure the company's liquidity profile especially ahead of an $11.5 million interest payment on the senior secured notes in August. The ratings could be further downgraded if Indalex is unable to bolster availability under the credit facility and is challenged to meet its interest payments, if it continues to experience significant volume declines, or if working capital pressures constrain overall liquidity. Indalex's Caa2 corporate family rating reflects the high financial leverage, high fixed cost base, and Moody's expectation that free cash flow will be breakeven to negative over the intermediate term. Indalex's strong market position and ability to pass through aluminum costs support the ratings. Ratings affected by the actions include: -- Corporate Family Rating, Downgraded to Caa2 from Caa1 -- Probability of Default Rating, Downgraded to Caa2 from Caa1 -- Senior Secured Regular Bond/Debenture, Downgraded to Caa3, (LGD 5, 75%) from Caa2 (LGD 5, 71%) -- Speculative Grade Liquidity Rating Affirmed at SGL-4 -- Negative Outlook Headquartered in Lincolnshire, Illinois, Indalex is the parent of the "Indalex" group of operating companies engaged in the production of extruded aluminum products. The company reported revenues of approximately $1.1 billion in 2007. INDALEX HOLDING: S&P Junks Rating on Second-Lien Notes ------------------------------------------------------ Standard & Poor's Rating Services affirmed its 'B-' corporate credit rating on aluminum extruder Indalex Holding Corp. and removed all ratings from CreditWatch, where they were placed with negative implications on March 21, 2008. At the same time, S&P lowered the rating on the company's second-lien notes due 2014 to 'CCC+' from 'B-', and S&P revised the recovery rating to '5', indicating its expectation for modest (10%-30%) recovery of principal in the event of a payment default, from '3'. The outlook is negative. "The affirmation reflects our expectations that, despite continued weakness in Indalex's key construction and transportation markets, the company has adequate liquidity to support its operations and working capital needs in the next few quarters," said Standard & Poor's credit analyst Anna Alemani. Indalex's credit agreement was recently amended to allow the company's equity sponsor, Sun Capital Advisers Inc., to provide additional capital with a new non-amortizing $15 million term loan, the proceeds of which were used to reduce outstanding borrowings under its revolving credit facility. The amended agreement also allows Sun Capital to provide an additional $15 million term loan, at its discretion, in support of the company. The company is also currently in negotiations regarding some sale leaseback transactions, which could generate proceeds in excess of $20 million. These proceeds would also be used to reduce outstanding revolving credit facility borrowings, although similar funds must ultimately be reinvested in the business within 12 months. Still, the company's liquidity position remains precarious and any further weakness in operating performance as a result of protracted or weaker-than-expected market conditions could constrain liquidity. Indalex is one of the largest aluminum extruders in the highly fragmented North American market, with more than $1 billion in revenues. INDIANA SOFT: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Indiana Soft Brush, Inc. 7000 South State Road 67 Pendleton, IN 46064 Bankruptcy Case No.: 08-06026 Description: Todd M. Perkins, president, filed the petition on behalf of the Debtor. Chapter 11 Petition Date: May 22, 2008 Court: Southern District of Indiana (Indianapolis) Judge: Anthony J. Metz III Debtor's Counsel: Eric N. Allen, Esq. (ena1@awmlaw.com) Allen Wellman McNew Five Courthouse Plaza PO Box 455 Greenfield, IN 46140-0455 Tel: (317) 462-3455 Fax : 866-287-6710 Debtor's two largest unsecured creditors are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Madison County Treasurer Taxes $31,714.63 16 E. 9th Street Anderson, IN 46016 Hancock County Treasurer Taxes $8,942.70 Courthouse, 2nd Floor Greenfield, IN 46140 INNOVATIVE PBX: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Innovative PBX Telephone Service, Inc. aka Innovative PBX Services, Inc. aka Innovative E&M Service, Inc. aka IPS, Inc. 7618 Boeing, Suite C El Paso, TX 79925 Bankruptcy Case No.: 08-30800 Type of Business: The Debtor is a miscellaneous merchandise retailer and electrical contractor. See http://www.innovativepbx.com Chapter 11 Petition Date: May 29, 2008 Court: Western District of Texas (El Paso) Debtor's Counsel: E.P. Bud Kirk, Esq. 6006 N. Mesa, Suite 806 El Paso, TX 79912 Tel: (915) 584-3773 Fax: (915) 581-3452 budkirk@aol.com Estimated Assets: $500,000 to $1 million Estimated Debts: $1 million to $10 million The Debtor did not file a list of its 20 largest unsecured creditors. JP MORGAN: Fitch Lowers Ratings on Four Classes of NIM Notes ------------------------------------------------------------ Fitch Ratings has taken these rating actions on six J.P. Morgan Net Interest Margin Transactions: JPMAC NIM 2006-OON1 -- $8.4 million class N downgraded to 'C/DR6' from 'BBB-'; Underlying Transaction: J.P. Morgan Mortgage Acquisition Trust. 2005-OPT2 JPMAC NIM 2006-ARN1 -- $3.2 million class A downgraded to 'C/DR6' from 'BB'; -- $8.5 million class B downgraded to 'C/DR6' from 'B'; -- $6.1 million class C remains at 'C/DR6'; Underlying Transaction: Argent Securities Trust 2006-W3 JPMAC 2007-CH3 NIM -- $4.9 million class A affirmed at 'A-'; -- $8.2 million class B affirmed at 'BBB-'; Underlying Transaction: J.P. Morgan Mortgage Acquisition Trust 2007-CH3 JPMAC 2007-CH4 NIM -- $5.8 million class A affirmed at 'A-'; -- $7.6 million class B affirmed at 'BBB-'; Underlying Transaction: J.P. Morgan Mortgage Acquisition Trust 2007-CH4 JPMAC 2007-CH5 NIM -- $7.2 million class A affirmed at 'A-'; -- $7.6 million class B downgraded to 'BB' from 'BBB-'; Underlying Transaction: J.P. Morgan Mortgage Acquisition Trust 2007-CH5 JPMAC 2007-HE1 NIM -- $7.1 million class A affirmed at 'A-'; -- $3.9 million class B affirmed at 'BBB-'; Underlying Transaction: J.P. Morgan Mortgage Acquisition Trust 2007-HE1 The rating actions reflect actual pay-down performance of the NIM securities to date compared to initial projections, as well as, changes that Fitch previously made to its subprime loss forecasting assumptions for the underlying transactions. KANSAS CITY SOUTHERN: Unit Mulls $250MM Offering of Senior Notes ---------------------------------------------------------------- The Kansas City Southern Railway Company, a subsidiary of Kansas City Southern, intends to offer $250 million of Senior Notes due 2015. KCSR plans to use the net proceeds from the offering to repurchase $200 million aggregate principal amount of its 9-1/2% Senior Notes due 2008, to pay the fees and expenses associated with such repurchase, to reduce borrowings under the KCSR revolving credit facility, and for general corporate purposes. A copy of the preliminary prospectus supplement and related base prospectus may be obtained upon request to: Morgan Stanley Prospectus Department c/o Dominick Ruscitti 180 Varick Street New York, NY 10014 E-mail: prospectus@morganstanley.com ------ and ------ Bank of America Securities LLC Prospectus Department 3rd Floor, 100 W. 33rd Street New York, NY 10001 Tel (800) 294-1322 E-mail: dg.prospectus_distribution@bofasecurities.com Headquartered in Kansas City, Missouri, Kansas City Southern (NYSE:KSU) -- http://www.kcsouthern.com/-- is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding includes KCSR, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, serving northeastern and central Mexico and the port cities of Lazaro Cardenas, Tampico and Veracruz, and a 50% interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS' North American rail holdings and strategic alliances are primary components of a NAFTA Railway system, linking the commercial and industrial centers of the U.S., Canada and Mexico. * * * Standard & Poor's Ratings Services assigned its 'BB-' rating to Kansas City Southern Railway Co.'s $275 million senior unsecured debt due 2015, one notch higher than the corporate credit rating on parent company Kansas City Southern. S&P also assigned a recovery rating of '2' to the notes, indicating that lenders can expect substantial (70%-90%) recovery in the event of a payment default. The notes are guaranteed by Kansas City Southern. S&P have affirmed its 'B+' long-term corporate credit on Kansas City Southern. KATHLEEN TAYLOR: Case Summary & 10 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Kathleen S. Taylor 298 Stahlman Avenue Destin, Florida 32541 Bankruptcy Case No.: 08-50250 Chapter 11 Petition Date: May 29, 2008 Court: Northern District of Florida (Panama City) Debtors' Counsel: Charles M. Wynn, Esq. (wynnlawbnk@earthlink.net) Charles M. Wynn Law Offices, P.A. P.O. Box 146 Marianna, Florida 32447 Tel: (850) 526-3520 Fax: (850) 526-5210 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million A copy of the Debtor's petition is available for free at: http://bankrupt.com/misc/flanb08-50250.pdf KH FUNDING: Posts $94,923 Net Loss in 2008 First Quarter -------------------------------------------------------- KH Funding Company reported a net loss of $94,923, on net interest income after provision for loan losses of $165,604, for the first quarter ended March 31, 2008, compared with net income of $84,364, on net interest income after provision for loan losses of $403,228, in the same period in 2007. The company derives its earnings from net interest income, which is the difference between interest income the company earns from its loans and investments, referred to as interest-earning assets, and interest expense that the company pays on investor notes and other borrowed funds, referred to as interest-bearing liabilities. Total interest income decreased to $1,214,182 for the three months ended March 31, 2008, compared to $1,532,545 for the same period in 2007. The decrease in interest income was due primarily to a decrease of $312,192 in interest earned on loans between the two periods because a significant amount of higher-rate loans have been paid off. The decrease in interest earned on loans also resulted from a decline in the company's loans receivable portfolio due to normal payoffs and a lack of loan originations and purchases. Interest expense was $969,480 for the three months ended March 31, 2008, and $1,084,317 for the corresponding period in 2007. The decrease in interest expense was a result of a decrease in total investor notes payable due to increased redemptions during the period. Provision for loan losses was $79,098 for the three months ended March 31, 2008, compared to $45,000 for the three months ended March 31, 2007. These provisions increased the allowance for loan losses to an amount deemed by management to be sufficient to meet all anticipated loan losses plus a general amount to meet unforeseen loan losses. The company had non-interest income of $29,669 during the three months ended March 31, 2008, compared to $17,073 for the corresponding period in 2007. The difference was due to an increase of $8,325 from rental income earned on other real estate owned. Non-interest expense decreased to $290,196 for the three months ended March 31, 2008, from $335,937 for the three months ended March 31, 2007. The decrease was due to a reduction in salaries and wages, securities offering costs and administration expenses. The company has elected to be treated as a Subchapter S corporation under the Internal Revenue Code and, accordingly, no income tax expense appears in the company's financial statements. Balance Sheet At March 31, 2008, the company's consolidated balance sheet showed $50,772,509 in total assets, $50,074,842 in total liabilities, and $647,667 in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2008, are available for free at http://researcharchives.com/t/s?2cf5 Going Concern Doubt Stegman & Company, in Baltimore, Md., expressed substantial doubt about KH Funding Company's ability to continue as a going concern after auditing the company's consolidated financial statement sfor the year ended Dec. 31, 2007. The auditing firm reported the the company has not yet gained approval from the Securities Division of the Office of the Maryland Attorney General to offer and sell certain investor notes from Maryland or to Maryland residents. On May 5, 2008, the company filed a new amendment to its registration statement with the Securities and Exchange Commission and several state securities regulators covering the offer and sale of investor notes, but this amendment has not yet been declared effective. KH Funding says that this delay, if it continues, presents a significant risk that the company may have difficulty meeting its future liquidity needs. Additionally, stockholders' equity at March 31, 2008, has decreased to 1.3% of total assets, which the company believes to be inadequate to fully protect it against potential losses. About KH Funding KH Funding Company -- http://www.khfunding.com/-- conducts mortgage banking operations from its headquarters in Silver Spring, Maryland. The company's primary business activities consist of originating, acquiring and servicing mortgage and business loans. KLBL LLC: Files Schedules of Assets and Liabilities --------------------------------------------------- KLBL LLC filed with the United States Bankruptcy Court for the Eastern District of Pennsylvania its schedules of assets and liabilities, disclosing: Schedule Total Assets Total Liabilities -------- ------------ ----------------- A. Real property $1,900,000 B. Personal property 110,000 C. Property Claimed as Exempt D. Creditors Holding $1,715,000 Secured Claims E. Creditors Holding $5,700 Unsecured Priority Claims F. Creditors Holding $84,148 Unsecured Non- priority Claims ------------ ----------------- TOTAL $2,010,000 $1,804,848 Malvern, Pennsylvania-based KLBL LLC filed for bankruptcy on March 19, 2008 (Bankr. E.D. Pa Case No. 08-11872). Michael H. Kaliner, Esq., at Jackson, Cook, Caracappa & Bloom, in Fairless Hills, Pennsylvania, represents the Debtor. The United States Trustee for Region 3 called for a Section 341(a) meeting of creditors in the Debtor's case on May 20 at 833 - Chestnut Street, Suite 501, in Philadelphia. KLBL LLC: Gets Go-Signal to Hire Jackson Cook as Counsel -------------------------------------------------------- KLBL LLC sought and obtained authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Jackson, Cook, Caracappa and Bloom as their bankruptcy counsel. The Debtor selected Jackson Cook because of the extensive experience and knowledge of the firm's members and associates in the field of bankruptcy, insolvency and debtors' and creditors' rights. The Debtor believes these attorneys are well qualified to represent it in the Chapter 11 proceeding. Jackson Cook will: a. assist the Debtor in preparing records and reports as required by the Federal Rules of Bankruptcy Procedure and local Bankruptcy Rules; b. assist the Debtor in preparing applications, motions and proposed orders to be submitted to the Court; c. give the Debtor legal advise with respect to its powers and duties in general and under the bankruptcy laws in particular; d. identify and prosecure claims and causes of action assertable by the Debtor, including but not limited to taking necessary action to avoid any liens against the Debtor's property where appropriate, to represent the Debtor in connection with proceeding to protect and reclaim the Debtor's assets; e. examine proofs of claim previously filed and to be filed in the Debtor's case and the possible prosecution of objections to certain of those claims; f. prepare on behalf of the Debtor the necessary applications, answers, orders, reports and other legal papers and documents as is required or necessary; and, g. perform any and all other legal services for the Debtor as may be necessary. Michael H. Kaliner, Esq., a member at Jackson Cook, attests that his firm does not have any connection with the Debtor, its creditors, or any other party-in-interest or their attorneys, and that the firm is a "disinterested person" within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. Mr. Kaliner informed the Court in a filing dated April 21, that the Debtor has paid the firm $4,000. To contact the firm: Jackson, Cook, Caracappa and Bloom 312 Oxford Valley Road Fairless Hills, Pennsylvania 19030 Tel: (215) 946-4342 E-mail: michaelkaliner@7trustee.net Malvern, Pennsylvania-based KLBL LLC filed for bankruptcy on March 19, 2008 (Bankr. E.D. Pa Case No. 08-11872). In its schedules filed with the Court, the Debtor disclosed $2,010,000 in total assets and $1,804,848 in total debts. The United States Trustee for Region 3 called a Section 341(a) meeting of creditors in the Debtor's case on May 20 at 833 - Chestnut Street, Suite 501, in Philadelphia. KOPIN CORP: Nasdaq to Consider Securities Delisting on July 17 -------------------------------------------------------------- Kopin Corporation appealed the Nasdaq Listing Qualification Staff's determination to delist the company's securities from The Nasdaq Stock Market for failure to comply with NASDAQ Marketplace Rule 4310(c)(14). As a result of the appeal, the Nasdaq Staff's delisting action has been stayed pending the final outcome of a hearing scheduled for Thursday, July 17, 2008, before the Nasdaq Hearings Panel. On May 19, Kopin received a NASDAQ Staff Determination Letter indicating that the company faced a possible delisting because it did not timely file its Quarterly Report on Form 10-Q for the quarter ended March 29, 2008. Kopin's Form 10-Q was delayed pending the company's review of a Request for Mediation made by a customer of the company. At the July 17 hearing, Kopin must demonstrate its ability to regain compliance with the particular deficiencies cited by Nasdaq Staff, well as its ability to sustain long-term compliance with all applicable maintenance criteria. About Kopin Corporation Based Taunton, Massachusetts, Kopin Corporation (NASDAQ:KOPN) -- http://www.kopin.com/-- is a developer and manufacturer of III-V products and miniature flat panel displays. The company uses its semiconductor material technology to design, manufacture and market its III-V and display products. The company products enable its customers to develop and market a generation of products for applications in wireless and consumer electronic products. It commercially develops and manufactures Gallium Arsenide-based heterojunction bipolar transistor wafers and other commercial semiconductor products that use Gallium Nitride and Gallium Arsenide-based substrates. LIBERTY HARBOUR: Moody's Chips Ratings on Four Note Classes to C ---------------------------------------------------------------- Moody's Investors Service has downgraded ratings of four classes of notes issued by Liberty Harbour II CDO Ltd. The notes affected by the rating action are: Class Description: $168,000,000 Class A-1 Secured Floating Rate Notes Due 2051 -- Prior Rating: Ba1, on review for possible downgrade -- Current Rating: C Class Description: $50,000,000 Class A-2 Secured Floating Rate Notes Due 2051 -- Prior Rating: B1, on review for possible downgrade -- Current Rating: C Class Description: $27,000,000 Class B Secured Floating Rate Notes Due 2051 -- Prior Rating: B3, on review for possible downgrade -- Current Rating: C Class Description: $17,000,000 Class C Deferrable Floating Rate Notes Due 2051 -- Prior Rating: Ca -- Current Rating: C The rating downgrade actions reflect deterioration in the credit quality of the underlying portfolio, as well as the occurrence, as reported by the Trustee on May 12,2008, of an event of default caused when there is a default in the payment of any accrued interest on any Class A-1 Note when the same becomes due and payable, or on any Class A-2 Note when the same becomes due and payable or on any Class B Note when the same becomes due and payable, in each case which default continues for a period of five Business Days, as described in Section 5.1(a) of the Indenture dated February 27, 2007. Liberty Harbour II CDO Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. The rating downgrades taken reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. LIMITED BRANDS: Moody's Holds Ratings and Changes Outlook to Neg. ----------------------------------------------------------------- Moody's Investors Service changed the rating outlook of Limited Brands, Inc. to negative from stable and affirmed all existing ratings including its senior unsecured rating at Baa3. The change in outlook to negative is based upon Moody's expectation that the company will be challenged to improve its negative comparable store sales trend during the second half of 2008 given the challenging retail environment and the risk this poses for further weakening in its credit metrics. The Baa3 senior unsecured rating is supported by the company's healthy profitability which exceeds its industry peer group median, its solid merchandising skills, and track record of creating innovative retail concepts. These factors have historically given the company the ability to maintain fairly even operating performance despite its high seasonality and exposure to a moderate level of fashion risk. Given the company's moderate exposure to fashion risk and economic cycles, Moody's generally expects credit metrics that are strong for the rating category to offset these risks. However, Limited Brands current credit metrics are generally weak for the Baa rating level. The rating also considers the company's financial policies which clearly favor shareholders, as evidenced by the company's history of debt financed share purchases (most recent of which was launched in July 2007) and dividends. The negative outlook reflects the possibility that Limited Brands will not be able to improve its current negative comparable store sales trend during the second half of 2008, placing it at risk for further weakening in its credit metrics to levels that are more indicative of a Ba rating category. These ratings are affirmed: -- Senior unsecured at Baa3; -- Senior unsecured shelf at (P) Baa3; -- Subordinated shelf at (P) Ba1; -- Preferred shelf at (P) Ba2; -- Commercial paper at Prime-3. Headquartered in Columbus, Ohio, Limited Brands, Inc. operates 2,974 specialty stores under the Victoria's Secret, Bath & Body Works, C.O. Bigelow, La Senza, White Barn Candle Co., Henri Bendel, and Pink name plates. The company's products are also available online. Revenues for the fiscal year ended Feb. 2, 2008 were nearly $10.1 billion. MARCO BONILLA: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------ Debtors: Marco A. Bonilla Silvia Rendon 15325 Cargreen Avenue Hacienda Heights, CA 91745 Bankruptcy Case No.: 08-16904 Chapter 11 Petition Date: May 19, 2008 Court: Central District of California (Los Angeles) Judge: Ellen Carroll Debtors' Counsel: John W. Rhee, Esq. 801 South Flower Street, 5th Floor Los Angeles, CA 90017 Tel: (213) 614-0837 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtors' list of its 13 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service 2006, 2007 Income $100,000 North Loas Angeles St. Taxes STOP 5117 Los Angeles, CA 980012 Riverside County Treasurer Property Taxes $13,899 P.O. Box 12005 Riverside, CA 92502-2205 BMW Financial Services Deficiency Balance $4,900 5550 Briton Parkway Hillard, OH 43026-7456 LVNV Funding LLC Collection Account $3,775 Beneficial/HFC Credit Purchases $2,851 American Express Credit Purchases $1,953 MCYDSNB Credit Purchases $1,792 Union Adjustment Co. Collection Account $1,555 Washington Mutual/Providian Miscellaneous Purchase $1,396 GEMB/Care Credit Credit Purchases $661 Coast 2 Coast Financial Collection Account $314 Client Services Inc. Collection Account $266 Verizon California Inc. Credit Purchases $223 MARIMANDA TILLMAN: Case Summary & 11 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Marimanda Peed Tillman 17799 State Highway 180 Gulf Shores, AL 36542 Bankruptcy Case No.: 08-11790 Chapter 11 Petition Date: May 21, 2008 Court: Southern District of Alabama (Mobile) Debtor's Counsel: Jeffery J. Hartley, Esq. (jjh@helmsinglaw.com) Helmsing, Leach, Herlon, Newman & Rouse P.O. Box 2767 Mobile, AL 36652-2767 Tel: (251) 432-5521 Total Assets: $1,405,518 Total Debts: $1,758,478 Debtor's list of its 11 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Guy H. Bussler Real Estate Loan $194,970 29221 Ono Boulevard Orange Beach, AL 36561 CIT Group Consumer Finance Real Estate Loan $577,877 P.O. Box 24610 Secured: Oklahoma City, OK 73124-0610 $440,000 Unsecured: $137,877 Taylor Bean & Whitaker Real Estate Loan $271,777 1417 North Magnolia Avenue Secured: Ocala, FL 34475 $150,000 Unsecured: $121,777 Washington Mutual Real Estate Loan $225,360 Secured: $110,000 Unsecured: $115,360 Countrywide Real Estate Loan $191,363 Secured: $150,000 Unsecured: $41,363 Lee Peed Real Estate Loan $37,000 Homecomings Financial Real Estate Loan $23,950 The Indies Condominium Real Estate Loan $9,507 Association Inc. The Cove Condominium Real Estate Loan $4,389 Association Inc. Sailboat Bay Condominium Real Estate Loan $1,616 Association Inc. CIT Group Consumer Finance Real Estate Loan $110,667 Secured: $110,000 Unsecured: $667 MARY NEIMANN: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Mary Irvine Neimann 1273 Starlit Drive Laguna Beach, CA 92651 Bankruptcy Case No.: 08-12648 Chapter 11 Petition Date: May 15, 2008 Court: Central District of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: Dennis E. McGoldrick, Esq. (easky@mcbankruptcy.com) 350 South Crenshaw Boulevard, Suite A207B Torrance, CA 90503 Tel: (310) 328-1001 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtor's list of its 19 largest unsecured creditors: Entity Claim Amount ------ ------------ Seattle Funding $1,600,000 12391 20th Avenue Northeast Suite J Bellevue, WA 98005 Loghthouse & Equity Partners $1,400,000 c/o Doug Weeks 1475 State College, Suite 224 Anaheim, CA 92806 PFF Bank $999,999 399 North Garey Avenue Pomona, CA 91767 Ralph Balcof $800,000 P.O. Box 1269 Azusa, CA 91702 BAC $400,000 455 Hickey Boulevard, Suite 415 Paly City, CA 94015 Hub $216,345 RFG Genereal Engineering $200,000 PFF Bank $100,000 Ganahl Lumber $94,270 Robertsons Ready Mix $82,467 American Express $55,000 Naka Engineering $40,000 USAA Auto Loans $38,000 American Express - Business Gold $37,000 Associated Ready Mix $33,650 Akay & Associates $30,000 USAA $26,608 Providian/Washington Mutual $20,669 Amex-Costco $20,647 MAXXAM INC: Resolves Listing Deficiency with AMEX ------------------------------------------------- MAXXAM Inc. received a letter from the American Stock Exchange stating that the company had resolved a continued listing deficiency resulting from the late filing of its Form 10-K. On April 1, 2008, the company advised AMEX that it would not be able to file its Annual Report on Form 10-K for the year ended Dec. 31, 2007, by the extended filing date under Rule 12b-25 of the Securities and Exchange Act of 1934. The company also advised AMEX that this was due to the inability of the company to obtain all of the necessary information required to complete disclosures related to its equity method investees. On the same day, the AMEX furnished the company with a letter indicating that the failure to timely file the Form 10-K is a violation of Sections 134 and 1101 of the AMEX Company Guide and the Company's listing standards agreement with the AMEX. The AMEX Letter also indicated that the company should submit to AMEX a plan as to the action the company has taken, or will take, to bring itself into compliance with the AMEX provisions. On April 11, 2008, the company furnished its Compliance Plan to the AMEX. On April 16, 2008, the AMEX notified the company that it had accepted the Compliance Plan and granted the company an extension until June 30, 2008, to again be in compliance with AMEX's continued listing standards. The company had filed the Form 10-K and therefore has completed its Compliance Plan. The AMEX Resolution Letter also indicates the company has become subject to the provisions of Section 1009(h) of the AMEX Company Guide which provides that if a company, within 12 months of the end of AMEX extension period, is again determined to be below Continued Listing Standards, the AMEX staff will examine the relationship between the two incidents of falling below Continued Listing Standards and re-evaluate the company's method of financial recovery from the first incident. The AMEX would then take appropriate action, which, depending upon the circumstance, may include truncating its delisting procedures or immediately initiating delisting proceedings. Headquartered in Houston, MAXXAM Inc. (AMEX: MXM) is a publicly- traded company, with business interests in three industries: forest products, real estate investment and development and racing operations. MAXXAM Inc.'s consolidated balance sheet at March 31, 2008, showed $483.5 million in total assets and $779.6 million in total liabilities, resulting in a $296.1 million total stockholders' deficit. * * * As reported in the Troubled Company Reporter on May 9, 2008, Deloitte & Touche LLP, in Houston, expressed substantial doubt about MAXXAM Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the uncertainty surrounding the ultimate outcome of separate voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code filed by certain of the company's wholly owned subsidiaries, and its effect on the company, as well as the company's operating losses at its remaining subsidiaries. MEMORY PHARMA: March 31 Balance Sheet Upside-Down by $4.3 Million ----------------------------------------------------------------- Memory Pharmaceuticals Corp.'s consolidated balance sheet at March 31, 2008, showed $35.3 million in total assets and $39.6 million in total liabilities, resulting in a $4.3 million total stockholders' deficit. The company reported a net loss of $13.4 million, on revenue of $752,000, for the first quarter ended March 31, 2008, compared with a net loss of $8.9 million, on revenue of $2.7 million, in the same period in 2007. The revenue decrease was primarily the result of the company having recognized $2.1 million in upfront and milestone payments from Amgen during the 2007 period in connection with the PDE 10 program. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2008, are available for free at http://researcharchives.com/t/s?2cfd Going Concern Doubt As reported in the Troubled Company Reporter on April 14, 2008, KPMG LLP, in Short Hills, N.J. expressed substantial doubt about Memory Pharmaceuticals Corp.'s ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2007. The auditing firm reported that the company has incurred recurring losses from operations, has limited funds, and has debt outstanding under an agreement which includes various provisions including a material adverse effect clause. About Memory Pharmaceuticals Based in Montvale, N.J., Memory Pharmaceuticals Corp. (Nasdaq: MEMY) -- http://www.memorypharma.com/-- focuses on developing innovative drugs for the treatment of debilitating central nervous system disorders, many of which exhibit significant impairment of memory and other cognitive functions, including Alzheimer's disease and schizophrenia. MERITAGE HOMES: Inks Instrument of Resignation with Two Banks ------------------------------------------------------------- Meritage Homes Corporation entered into an Instrument of Resignation, Appointment and Acceptance, dated May 27, 2008, with Wells Fargo Bank, NA, and HSBC Bank USA, NA with respect to the Indenture for each of these: * 7% Senior Notes due 2014, * 6.25% Senior Notes due 2015, and * 7.731% Senior Subordinated Notes due 2017 Each Instrument of Resignation provides that: (1) the Prior Trustee assigns, transfers, delivers, and confirms to the Successor Trustee all right, title, and interest of the Prior Trustee in and to the trust created by the Indenture described in the Instrument of Resignation, all the rights, powers, and trusts of the Prior Trustee under the Indenture, and all property and money held by the Prior Trustee under the Indenture, with like effect as if the Successor Trustee were originally named as Trustee under the Indenture, and the Prior Trustee resigns as Trustee, Registrar and Paying Agent under the Indenture, (2) the company accepts the resignation of the Prior Trustee as Trustee, Registrar and Paying Agent under the Indenture and appoints the Successor Trustee as Trustee, Registrar and Paying Agent under the Indenture, and (3) the Successor Trustee accepts its appointment as Trustee under the Indenture and assumes all the rights, powers, and trusts of the Trustee under the Indenture and with respect to all property and money held or to be held under the Indenture, with like effect as if the Successor Trustee were originally named as Trustee under the Indenture and accepts its appointment as Registrar and Paying Agent under the Indenture. A full-text copies of the Instrument of Resignation, Appointment and Acceptance are available for free at: http://ResearchArchives.com/t/s?2cfb http://ResearchArchives.com/t/s?2cfc Headquartered in Scottsdale, Ariz., Meritage Homes Corporation (NYSE: MTH) -- http://www.meritagehomes.com/-- builds primarily single-family homes across the southern and western United States under the Meritage, Monterey and Legacy brands. Meritage has active communities in Houston, Dallas/Ft. Worth, Austin, San Antonio, Phoenix/Scottsdale, Tucson, Las Vegas, the California East Bay/Central Valley and Inland Empire, Denver and Orlando. Meritage Homes is the 12th largest homebuilder in 2006, Builder Magazine says. Meritage had 10,487 U.S. home closings generating $3,461,000 in revenues in 2006, according to data compiled by Builder. Meritage Homes has reported four consecutive quarterly net losses beginning in the second quarter ended June 30, 2007. At March 31, 2008, the company's consolidated balance sheet showed $1.6 billion in total assets, $894.8 million in total liabilities, and $686.8 million in total stockholders' equity. * * * As reported in the Troubled Company Reporter on May 21, 2008, in a post at Seeking Alpha, Scott Weitz, the Chief Market Strategist for Courtroom Traders, a Wall Street investment newsletter, identified homebuilders that he thinks are close to bankruptcy. Tarragon Corp., WCI Communities, Inc., and Meritage Homes Corp. are publicly traded residential builders in the U.S. that are "most likely to file Chapter 11 sooner rather than later," according to him. Mr. Weitz considered Meritage Homes has the least possible chance of filing for Chapter 11 protection among the three. But he said, it is "in the fast lane headed in that direction." "They have no diversification of business activities outside of residential development, and the regions they operate in are among the hardest hit by the Real Estate fall out," according to him. As reported in the TCR on Jan. 21, 2008, Moody's lowered the ratings of Meritage Homes Corporation, including its corporate family rating to B1 from Ba3, and its senior unsecured notes rating to B1 from Ba3. The ratings outlook is negative. MESA AIR: Discloses Deal with Holders of Senior Notes Due 2023 -------------------------------------------------------------- Mesa Air Group, Inc.'s board of directors approved on May 20, 2008, separate agreements reached by the Company with certain of the holders of its Senior Convertible Notes due 2023. The company had disclosed that holders of the Notes have the right to require the Company to repurchase the Notes on June 16, 2008 at a price of $397.27 per $1,000 note plus any accrued and unpaid cash interest. If all of the holders of the Notes exercise this right, the Company would be required to repurchase the Notes for approximately $37.8 million in cash, common stock, or a combination thereof. Under the terms of these agreements, holders holding approximately $66.5 million in aggregate principal amount of the Notes (representing approximately 70% of the aggregate principal amount of Notes outstanding) have agreed to forbear from exercising their Put right with respect to 75% in aggregate principal amount of Notes owned by such holders (i.e., $19.8 million of the $37.8 million subject to the Put). In consideration for such agreement, the Company agreed to purchase 25% in aggregate principal amount of such holders' Notes at a purchase price equal to 75% of the Put Price and the right to require the Company to repurchase such Notes on January 31, 2009. The put price payable on January 31, 2009 will also be payable in cash, common stock, or a combination thereof, at the Company's election. The Company's aggregate payment obligation with respect to such purchased Notes is approximately $5.0 million, which must be paid on or before May 27, 2008. The Company has not provided update on this matter as of May 30. In consideration for such forbearance, the Company also agreed to issue to such holders two-year warrants to purchase 25,000 shares of common stock for each $1 million in aggregate principal amount of Notes deferred (or an aggregate of approximately 1.25 million shares of common stock). The warrants have a per share exercise price of $1.00, will contain anti-dilution protection for major corporate events, such as stock splits and stock dividends, and will not be exercisable to the extent the exercise thereof would cause the holder to beneficially own greater than 4.99% of the Company's outstanding capital stock. As reported by the Troubled Company Reporter on May 30, 2008, holders of approximately $23.2 million of notes issued by the Company have agreed to forbear from exercising their right to require the Company to repurchase their notes on June 16, 2008. Injunction Against Termination of Delta Air Deal On May 29, Mesa Air obtained preliminary injunction from the United States District Court for the Northern District of Georgia in Atlanta, enjoining Delta Air Lines, Inc. from terminating its Connection Agreement with the Company, and the Company's wholly- owned subsidiary, Freedom Airlines, Inc. The Company had previously warned in a regulatory filing it may have to seek bankruptcy protection if Delta Air successfully terminated their Connection Agreement. A disclosure provided by the Company under a non-disclosure agreement with noteholders revealed that should the Delta Connection Agreement be terminated, Mesa Air plans to defer payment obligations under its Senior Convertible Notes due 2023, return aircraft and related parts and reduce certain maintenance obligations with respect to the returned aircraft. A Claims Pool Analysis contained in the disclosure showed that the preliminary estimate of the reorganized value of the Company is between $150 million and $200 million. The midpoint of estimated value for general unsecured creditors is $150 million. The preliminary estimated recovery is between $0.17 to $0.23 on the dollar. On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of Mesa Air, unveiled plans to discontinue all operations by June 30, 2008, including its current scheduled services, citing record-high fuel prices, insufficient demand and a difficult operating environment as the main factors in its decision. Implication on Hawaii Operation Mesa attorney Brian Gilman told KHON2 that he believes "we've got a very viable operation in Hawaii." Airline analyst Peter Forman said, "They've already cut out Air Midwest, but I think Go! is probably going to be one of their more profitable operations." About Mesa Air Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft with over 1,000 daily system departures to 157 cities, 42 states, the District of Columbia, Canada, the Bahamas and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, and independently as Mesa Airlines and go!. In June 2006 Mesa launched inter-island Hawaiian service as go! This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 5,000 employees and was awarded Regional Airline of the Year by Air Transport World magazine in 1992 and 2005. Mesa is a member of the Regional Airline Association and Regional Aviation Partners. Mesa has 5,000 employees overall. At Dec. 31, 2007, the company had total assets of $1.19 billion and total liabilities of $1.06 billion. Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76- seat CRJ-900 aircraft for Delta Connection. MICHAEL MEISNER: Case Summary & Six Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Michael A. Meisner 2387 Northwest 49 Lane Boca Raton, FL 33431 Bankruptcy Case No.: 08-16502 Chapter 11 Petition Date: May 19, 2008 Court: Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman Jr. Debtor's Counsel: Sherri B. Simpson, Esq. (bklaw99@aol.com) Law Offices of Sherri B. Simpson, P.A. 33 Northeast 2 Street, Suite 208 Fort Lauderdale, FL 33301 Tel: (954) 524-4141 Fax: (954) 763-5117 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtor's list of its six largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Select Portfolio Servicing Conventional $384,015 P.O. Box 65250 Real Estate Secured Salt Lake City, UT 84165 Mortgage Undetermined Citi Residential Lending Conventional $293,865 P.O. Box 11000 Real Estate Secured Santa Ana, CA 92711 Mortgage Undetermined Chase Credit Card $116,992 800 Brooksedge Boulevard Westerville, OH 43081 Citi Credit Card $36,511 Bank of America - Wilmington Credit Card $27,235 Bank of America - Norfolk Credit Card $11,789 MICHAEL MOFFATT: Case Summary & 17 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Michael Alan Moffatt 7156 Royal Oakland Drive Indianapolis, IN 46236 Bankruptcy Case No.: 08-06002 Chapter 11 Petition Date: May 22, 2008 Court: Southern District of Indiana (Indianapolis) Judge: James K. Coachys Debtor's Counsel: Mark Zuckerberg, Esq. (filings@mszlaw.com) Law Office of Mark S Zuckerberg, P.C. 333 North Pennsylvania Street, Suite 100 Indianapolis, IN 46204 Tel: (317) 687-5157 Fax: (317) 687-5151 Total Assets: $1,959,864 Total Debts: $1,169,037 Debtor's list of its 17 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Fifth Third Bank Real Estate $502,091 P.O. Box 63900 Secured: Cincinnati, OH 45263-0900 $406,737 Bank of America Revolving Charge $83,566 P.O. Box 15726 Wilmington, DE 19886-5726 Internal Revenue Service Income Taxes $10,000 P.O. Box 21126 Philadelphia, PA 19114 Chase Revolving Charge $7,552 Newton Becker Brown Kamp Attorney Fees $4,735 Citifinancial Retail Services Furniture $4,754 Secured: $720 Diamond Point Property Real Estate $3,643 Nancy Norman Support Fees $2,771 Indiana Department of Revenue Income Taxes $2,000 H.H. Gregg Appliances $2,397 Secured: $545 Circuit City Appliance $1,384 Secured: $500 Double Eagle Services $1,225 Southside Mediation Professional Services $1,200 Kohl's Revolving Charge $1,120 Macy's Revolving Charge $447 Pate's Pool Service Services $434 ADT Security Services Alarm Services $110 MICHAEL SHULER: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------- Debtors: Michael F. Shuler Lynn S. Shuler 7680 Bradley Road Somis, CA 93066 Bankruptcy Case No.: 08-11157 Chapter 11 Petition Date: May 22, 2008 Court: Central District Of California (Santa Barbara) Judge: Robin Riblet Debtors' Counsel: Jay L. Michaelson, Esq. (cheryl@msmlaw.com) 7 West Figueroa Street, 2nd Floor Santa Barbara, CA 93101-31918 Tel: (805) 965-1011 Fax: (805) 965-7351 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtors' list of its 15 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Washington Mutual Equity Line $71,000 c/o Reconveyance Company and Deborah Brignac VP 9200 Oakdale Avenue Mallstop N1 10012 Chatsworth, CA 91311 Watkins Fence and Construction Construction $60,054 9972 Creek Road Oakview, CA 93022 Bank of America Credit Card $40,058 P.O. Box 15726 Wilmington, DE 19886-5726 Barbara K. Sorem-Hughlett Loan $30,000 Citi Cards Credit Card $26,276 Ventura Medical and Medical Services $5,000 Surgical Group GE Moneybank/Arrow Credit Card $4,000 Financial Services Edison Electricity $3,500 Home Depot - Rental Department Equipment Rental $1,800 Foothill Electric Electricity $1,716 Grimes Rock Sand Delivery $1,500 Andy Gump Equipment Rental $1,432 Cheveron - Atlanta Credit Card $1,079 Cheveron - Concord Credit Card $665 Unical Credit Card $310 MILTON HUNTER: Case Summary & Four Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Milton Ranier Hunter 711 Cypress Creek Road Wallace, NC 28466 Bankruptcy Case No.: 08-03523 Chapter 11 Petition Date: May 23, 2008 Court: Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtor's Counsel: Trawick H Stubbs, Jr., Esq. (efile@stubbsperdue.com) Stubbs & Perdue, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The Debtor's four largest unsecured creditors are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Helena Chemical Company Trade Debt $51,843 Attn: Managing Agent P.O. Box 198153 Atlanta, GA 30384-8153 Harvey Fertilizer & Gas Trade Debt $35,000 Attn: Managing Agent P.O. Box 189 Kinston, NC 28502 Farm Plan Trade Debt $10,971 Attn: Managing Agent P.O. Box 4450 Carol Stream, IL 60197-4450 BB&T Possible Deficiency Unknown Attn: Manager or Agent for guaranty of debt P.O. Box 1847 of Cypress Creek Wilson, NC 27894-1847 Enterprises LLC MEDICOR LTD: Wants Exclusive Plan Filing Period Moved to June 30 ---------------------------------------------------------------- MediCor Ltd. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware to further extend the Debtors' exclusive periods to: -- file a Chapter 11 plan until June 30, 2008; and -- solicit acceptances of that plan until Aug. 29, 2008. Victoria W. Counihan, Esq., at Greenberg Traurig LLP in Wilmington, Delaware, says the Debtors need more time to consummate the sale of all of their assets, non-debtor foreign subsidiaries' assets and certain intellectual property. As reported in the Troubled Company Reporter on April 29, 2008, the Debtors and their non-debtor foreign subsidiaries -- Eurosilicone SAS, Biosil Limited and Nagor Limited -- entered into agreements with: i) Global Consolidated Aesthetics (US) Corp. for the sale of assets related to a pre-market approval application to market and distribute breast Biosil implants in the U.S. (PMA) for $1,500,000; ii) Global Consolidated Aesthetics France SAS for the sale Eurosilicone for $38,000,000; iii) Global Consolidated Aesthetics UK Ltd. for the sale of Biosil for $5,000,000; and iv) Global Consolidated Aesthetics Holdings Ltd. for the sale of Nagor for $7,000,000. The Debtors' exclusive plan filing period expired on May 26, 2008. The Debtors' $7 million debtor-in-possession facility expired on May 31, 2008. The Debtor will use the additional time to file an appropriate request to amend the DIP facility, she says. A hearing is set for July 7, 2008, at 10:30 a.m., to consider approval of the Debtors' request. Objections, if any, are due June 27, 2008, at 4:00 p.m. About MediCor Based in North Las Vegas, Nevada, MediCor Ltd. -- http://www.medicorltd.com/-- manufactures and markets products primarily for aesthetic, plastic and reconstructive surgery and dermatology markets. The company and seven of its affiliates filed for chapter 11 protection on June 29, 2007 (Bankr. D. Del. Case No. 07-10877) to effectuate the orderly marketing and sale of their business. Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq., and Jeffrey A. Kramer, Esq., at Lowenstein Sandler PC represent the Debtors in their restructuring efforts. Dennis A. Meloro, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, acts as the Debtors' Delaware counsel. The Debtors engaged Alvarez & Marsal North America LLC as their restructuring advisor. David W. Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank Rome LLP serve as the Official Committee of Unsecured Creditor's counsel. In its schedules of assets and debts filed with the Court, Medicor disclosed total assets of $96,553,019, and total debts of $158,137,507. MORGAN STANLEY CAPITAL: S&P Puts Default Rating on Class M Certs. ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on the class M commercial mortgage pass-through certificates from Morgan Stanley Capital I Inc.'s series 2006-XLF to 'D' from 'BBB-' and removed it from CreditWatch with negative implications, where it was placed on Jan. 23, 2008. Concurrently, S&P lowered its rating on the class L certificate to 'BB-' from 'BBB'. Additionally, S&P raised its ratings on two classes and affirmed its ratings on seven other classes from the same series. The downgrades of the class L and M certificates follow Standard & Poor's analysis of the underperforming ResortQuest Kauai and Laurel Mall loans and the specially serviced Holiday Inn - Columbus loan. Together, these loans represent 31% of the pooled balance. Current operating performance for all three of the properties is not meeting Standard & Poor's expectations at issuance. The other four loans, representing 69% of the pooled balance, are secured by collateral that is performing at or close to S&P's initial expectations. The 'D' rating on the class M certificate reflects continued interest shortfalls and possible principal losses upon the eventual resolution of the collateral securing the three underperforming loans. The upgrades and affirmations reflect Standard & Poor's analysis of the remaining loans in the pool, as well as increased credit enhancement levels resulting from loan payoffs. As of the May 15, 2008, remittance report, the pooled trust collateral consisted of the senior participation interests in four floating-rate interest-only mortgage loans and three floating-rate IO whole-mortgage loans. All of the loans are indexed to one- month LIBOR. The pool balance has declined 84% to $248.8 million since issuance. To date, the trust has experienced no losses. Details on the three underperforming loans are: -- The ResortQuest Kauai loan, the fourth-largest loan in the pool, has a whole-loan balance of $43.2 million that is split into two pieces: a $34.0 million senior component that makes up 14% of the pooled trust balance and a $9.2 million subordinate nonpooled component that provides the sole source of cash flow for the N-RQK raked certificate class, which Standard & Poor's does not rate. In addition, the borrower's equity interest in the property secures two mezzanine loans totaling $31.2 million, of which $25.2 million has been funded to date. The loan is secured by a 311-room full-service hotel in Kapa'a, Hawaii. This loan appears on the master servicer's watchlist due to a low debt service coverage of 0.02x as of Dec. 31, 2007. Reported occupancy was 66% as of December 2007. The low DSC is attributable to the borrower's offering deep discounts on room rates in an effort to increase occupancy. Standard & Poor's incorporated the borrower's 2007 operating statements and 2008 budget into its analysis. The property is currently performing significantly below our expectations due to the substantial decrease in the average room rate and occupancy. The loan matures in July 2009 and has two one- year extension options remaining. -- The Holiday Inn - Columbus loan, the sixth-largest loan in the pool, has a trust and whole-loan balance of $24.5 million (10%). The loan is secured by a western- themed 337-room hotel resort in Columbus, Ohio, which includes a 57,700-sq.-ft. indoor water park. In addition, the borrower's equity interest in the property secures a $10.5 million mezzanine loan. The loan was transferred to the special servicer, Midland Loan Services Inc.(Midland), in January 2008 due to the termination of its Holiday Inn franchise agreement, a change in property management, and the loan's February 2008 maturity. Because the hotel lost its Holiday Inn flag, the loan did not meet its extension hurdle. The mortgage on the loan collateral is currently in foreclosure. Occupancy was 36% as of December 2007. A $6.1 million appraisal reduction amount based on an updated 2008 appraisal was effected against the loan, which is causing interest shortfalls to the class M certificate. -- The Laurel Mall loan, the seventh-largest loan in the pool, has a trust and whole-loan balance of $16.5 million (7%). The loan is secured by 501,400 sq. ft. of a 663,400-sq.-ft. regional mall in Laurel, Maryland. In addition, the borrower's equity interest in the property secures a $9.3 million mezzanine loan. The borrower is currently redeveloping and repositioning the property. The property is still in the developing stages, and construction work is slated to begin later this year and estimated to be completed in 2009. The loan is on the servicer's watchlist due to a reported low DSC of 0.13x for the 12 months ended Dec. 31, 2007. The low DSC is due to higher operating expenses and lower rental revenue due to tenants with month-to-month leases that are paying below-market rents. Occupancy was 82% as of December 2007. Standard & Poor's derived valuation has declined 23% since issuance, which reflects the additional time needed to lease up the property at market rents. The loan matures in February 2009 and has no extension options remaining. Details of the remaining four loans in the pool are: -- The largest loan in the pool, Infomart, has a trust and whole-loan balance of $53.3 million (21%). A seven-story, 1.2 million-sq.-ft. class A office building in Dallas, Texas, secures the loan. In addition, the borrower's equity interest in the property secures a $15.0 million mezzanine loan. The master servicer, also Midland, reported a 1.99x DSC and 89% occupancy for the year ended Dec. 31, 2007. Standard & Poor's net cash flow is up 18% since issuance. The loan matures in May 2009 and has two one-year extension options remaining. -- The second-largest loan in the pool, Market Post Tower, has a whole-loan balance of $58.0 million that is divided into two pieces: a $50.5 million senior participation that makes up 20% of the pooled balance and a $7.5 million junior participation that is held outside the trust. The loan is secured by a 15-story, 294,900-sq.-ft. class A office and telecom building in San Jose, California. In addition, the borrower's equity interest in the property secures a $15.0 million mezzanine loan. Midland reported a DSC of 2.33x and occupancy of 96% for the 12 months ended Dec. 31, 2007. Standard & Poor's adjusted NCF is comparable to its level at issuance. The loan matures in November 2008 and has two one-year extension options remaining. -- The third-largest loan in the pool, Lafayette Estates, has a whole-loan balance of $70.0 million that is split into two pieces: a $61.0 million senior participation that is held in the trust and a $9.0 million junior interest that is held outside the trust. The senior participation is further divided into two portions: a $42.0 million senior component that makes up 17% of the pooled trust balance and a $19.0 million subordinate nonpooled component that is raked to the N-LAF and O-LAF certificates. Standard & Poor's does not rate the raked certificates. The loan was placed on the servicer's watchlist due to a low DSC of 0.26x at year-end 2007 and its upcoming maturity. Reported occupancy was 99% as of September 2007. Eight 19-story residential apartment buildings totaling 1,872 units in Bronx, New York, secure this loan. The borrower is in the process of converting the units from below- market rental housing to affordable for-sale housing cooperatives. No units have been sold to date; however, the borrower is in the process of obtaining commitment letters for 217 units that are under contract. Based on signed contracts, the valuation is comparable to our expectations at issuance. However, S&P expected the borrower to have sold some units by this time. S&P will continue to monitor the progress of the sales. The loan matures in July 2008 and has five six-month extension options remaining. -- The fifth-largest loan in the pool, Sheraton Delfina, has a whole-loan balance of $30.0 million that is divided into two pieces: a $28.0 million senior participation that makes up 11% of the pooled trust balance and a $2.0 million subordinate nonpooled component that provides the sole source of cash flow for the N-SDF raked certificate. The loan is secured by a 307-unit apartment complex in Santa Monica, California, that was converted to a hotel. In addition, the borrower's equity interest in the property secures a $30.0 million mezzanine loan. Midland reported a 2.09x DSC and 85% occupancy for the 12 months ended Dec. 31, 2007. Standard & Poor's derived NCF has increased 10% since issuance. The loan matures in March 2009 and has two one-year extension options remaining. Rating Lowered and Removed from Creditwatch Negative Morgan Stanley Capital I Inc. Commercial mortgage pass-through certificates series 2006-XLF Rating ------ Class To From Credit enhancement ----- -- ---- ----------------- M D BBB-/Watch Neg N/A Rating Lowered Morgan Stanley Capital I Inc. Commercial mortgage pass-through certificates series 2006-XLF Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ L BB- BBB 11.15 Ratings Raised Morgan Stanley Capital I Inc. Commercial mortgage pass-through certificates series 2006-XLF Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ F AAA AA 49.72% G AA+ AA- 40.20% Ratings Affirmed Morgan Stanley Capital I Inc. Commercial mortgage pass-through certificates series 2006-XLF Class Rating Credit enhancement ----- ------ ------------------ D AAA 87.17% E AAA 59.24% H A+ 30.67% J A 21.32% K BBB+ 18.58% N-SDF BB+ N/A X-1 AAA N/A N/A -- Not applicable. MOHSEN SARFARAZI: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------------- Debtors: Mohsen P. Sarfarazi Faith A. Sarfarazi 4899 Southwest 2nd Terrace Ocala, FL 34474 Bankruptcy Case No.: 08-07435 Chapter 11 Petition Date: May 24, 2008 Court: Middle District of Florida (Tampa) Debtors' Counsel: Buddy D. Ford, Esq. (buddy@tampaesq.com) Buddy D. Ford, P.A. 115 North MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million Debtors' list of its 12 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service Taxes $250,270 Special Procedures Staff 400 West Bay Street, Stop 5720 Jacksonville, FL 32202 Dr. Mansoor Sarfarazi Loan $250,000 263 Farmington Avenue Farmington, CT 06030 Internal Revenue Service Taxes $175,791 Special Procedures Staff 400 West Bay Street, Stop 5720 Jacksonville, FL 32202 AAA Financial Services (MBNA) Credit Card $94,619 Padro Buying Group Purchases $48,108 Dr. Marcuss Sarfarazi Loan $40,000 SunTrust Bank Line of Credit $39,557 GMAC Mortgage (MBNA) Credit Card $13,004 John T. Driscoll, CPA Acctng. Services $5,000 Nelson Bisconti & Thompson Legal Services $3,500 Michael J. Cooper, Esq. Legal Services $3,112 Stephen J. Berlinsky, Esq. Legal Services $881 NAVISTAR INT'L: Fitch Simultaneously Holds Ratings, Removes Watch ----------------------------------------------------------------- Fitch has affirmed and simultaneously removed from Rating Watch Negative the ratings for Navistar International Corporation and Navistar Financial Corp. to reflect progress in filing audited financial statements. The ratings are: Navistar International Corp. -- Issuer Default Rating 'BB-'; -- Senior unsecured bank facility 'BB-'. Navistar Financial Corp. -- IDR 'BB-'; -- Senior unsecured bank lines 'BB-'. The ratings cover approximately $2.7 billion of NIC and NFC's total $6.8 billion consolidated debt at the end of fiscal 2007. The Rating Outlook is now Negative. Fitch placed NIC and NFC's ratings on Watch Negative on Jan. 19, 2006, due to delays in filing audited year-end financial statements for fiscal 2005. The removal from Watch Negative is the result of NIC and NFC filing their fiscal 2007 10-K documents. The audited financial statements in the 10-Ks provide Fitch sufficient additional information regarding NIC and NFC's financial condition to allow the resolution of the Watch Negative. NIC and NFC are on the path to becoming current on their quarterly filings and expect this to happen no later than the end of June 2008 with the filing of both their first and second quarter 10-Qs. The negative rating outlook reflects continued weakness in the North American truck market, the potential for weak cash flow in it its current fiscal year, low margins, litigation concerns surrounding NIC's relationship with Ford, its largest customer, substantially reduced capitalization levels at NFC, the company's non current quarterly filing status, and the potential for limited access to external capital until financial statements are up to date. The ratings also incorporate concerns including material weaknesses in NIC's financial reporting control, ongoing SEC investigations, commodity cost increases, limited geographic diversity, the uncertain future business relationship with Ford, the sustainability of defense business if the operations wind down in Iraq and Afghanistan, and several concerns regarding NFC, as discussed below. The ratings are supported by NIC's U.S. and Canada market share leadership in Class 6-8 trucks and school buses, competitive engine portfolio, strong North American distribution network, current and future potential military business, and likely strategic acquisition of GM's medium duty business that is expected to be completed by the end of 2008. The company also benefits from a more competitive three-year contract with the UAW that eliminates guaranteed employment and runs through Sept. 30, 2010. A return to a stable outlook is dependant on the combination of several factors including the continuation of NIC's filing progress, a clearer path to strong free cash flow, improved margins, resolution of business and legal issues with Ford, and improved capitalization levels at NFC. Through the first four months of 2008, NIC's U.S. medium and heavy truck sales are off approximately 18% due to the weak U.S. economy. This represents a continuation of a weak U.S. market for medium and heavy trucks sales. NIC experienced a 39% truck unit sales decline in 2007due to the cyclical market decline that occurred as a result of new emissions standards for the industry. U.S. truck sales for NIC and the industry may not rebound until calendar year 2009, when a new pre-buy is expected ahead of another emissions change that will go into effect in 2010. NIC's business is also being negatively affected by sales decline of Ford's F-series equipped with NIC's 6.4L V8 diesel engine. In the mid-term NIC may lose its engine business with Ford in addition to the Blue Diamond truck joint venture with Ford that will end in September 2009. The relationship between the companies has deteriorated due to warranty and pricing issues, but given Fitch's estimate of the low margins from NIC's business with Ford, the loss of business may not be a credit concern. Ford represented 14% of NIC's revenue in 2007. Offsetting NIC's weak truck and engine business in North America in its fiscal year 2008 is its growing parts business, export sales, and substantial military business growth. NIC has won over $4.4 billion of military contracts since the end of 2006, the majority of which are related to the Mine-Resistant Ambush Protected vehicles and will be booked in its current fiscal year. Though NIC does not have any MRAP orders beyond its current fiscal year there is a potential for future business. NIC is also in the process of developing a Joint Light Tactical Vehicle with BAE Systems which could lead to additional defense business. NIC's $1.7 billion of credit facilities consist of a $200 million secured asset-backed revolving credit facility, unsecured $1.1 billion term loan and unsecured $400 million synthetic revolving credit facility. According to un-audited financials NIC drew $230 million from its unsecured synthetic revolving credit facility and had a $625 million manufacturing cash balance at the end its second quarter. The company is able to access $190 million of its secured facility and has some letters of credit against its unsecured facility therefore Fitch estimates total liquidity for the manufacturing operations at April 30, 2008 at $964 million. NIC indicated that it expects to have between $550 million to $650 million of manufacturing cash by the end of the fiscal year and that capital expenditures should be between $250 million-$350 million. Fitch estimates that free cash flow in 2008 could be potentially weak due to reduced Class 6-8 sales in North America, lower Ford volumes and high commodity costs which have already increased $20 million in the first half of NIC's fiscal year. Other uses of cash in NIC's 2008 fiscal year include $364 million of debt maturities, the majority of which is Deal Cor debt, acquisition costs related to GM's Medium duty truck business, professional fees related to accounting issues which NIC estimates will be in the $150 million-$170 million range and a $100 million contribution to its pension fund. NIC generated $127 million of cash from operations during its 2007 fiscal year which included a $400 million dividend from the financial subsidiary. This dividend severely weakened the capitalization levels of Navistar Financial, as discussed below. NIC's 2006 fiscal year cash from operations was $518 million The decrease in cash flow was due primarily to lower net income due to a significant decline in truck sales, but it was also affected by $190 million of professional fees related to the NIC's accounting issues, $86 million in increased raw material costs and prepaid and intangible pension contributions. Despite the dividend from NFC, NIC's free cash flow in fiscal year 2007 was negative $183 million and was impacted by an $83 million increase in capital expenditures over 2006. In 2007 NIC's debt was reduced approximately 18% or $443 million (primarily related to Deal Cor) to $2 billion. (Deal Cor consists of NIC's majority owned dealership subsidiary that is currently refurbishing and selling some NIC dealers. Dealerships that are sold assume the debt that is associated with them). The unfunded status of NIC's consolidated pension plans in 2007 was reduced $668 million from 2006 to $197 million, primarily as a result of substantial asset returns. Professional fees related to NIC's restatements and accounting issues were $234 million in FY 2007 and $105 million in the first and second quarter of FY 2008. NIC expects these fees to be normalized in FY 09' in the $20 million to $30 million range, which will positively impact cash flow and margins. For fiscal year 2007 revenue was $11.9 billion, down $2 billion or 14% compared to fiscal year 2006. The revenue decline was attributable primarily to NIC's truck segment where net sales declined approximately $2.2 billion in 2007 versus 2006 due to the drop off of truck sales resulting from the emissions pre-buy in 2006. Operating margins for NIC's 2007 truck, engine and parts business before eliminations was 3.5%. Fitch views increasing risks at NFC, mainly due to weakened capital levels following $400 million of dividends to the manufacturing parent company in fiscal 2007. As a result, equity to managed assets now stands at 3.94% from 7.79% at fiscal year- end 2006. In addition, while NFC has always applied fair value to its retained interest in securitization it has not yet adopted FAS 157/159 pertaining to fair value for financial assets, but will be required to do in its next quarterly filing. Given the large retained interest of $319 million or 116% of equity, and changed market dynamics for such assets, NFC could potentially need to write-down its retained interest, placing further pressure on capital levels. NFC's funding profile is weak and relies heavily on expensive bank funding, which Fitch believes may make NFC less competitive in offering financing. Fitch believes that the rise in borrowing costs is beginning to affect NFC competitively, as its market share of NIC retail sales has steadily declined the past few years. Lastly, Fitch recognizes deterioration in NFC's asset quality metrics in 2007 and expects further, albeit, modest weakening given current economic conditions and the spike in fuel prices. While the company has experienced rising delinquencies and losses, Fitch believes the current levels of delinquencies and losses are manageable and within historical ranges. PIERRE FOODS: Moody's Puts B3 Corp. Family Rating Under Review -------------------------------------------------------------- Moody's Investors Service placed under review for possible downgrade the long-term ratings of Pierre Foods, Inc., including the company's corporate family rating and probability of default rating of B3. LGD assessments are also subject to adjustment. The review reflects Moody's concern that Pierre will be unlikely to improve weak credit metrics and boost profit margins given the high costs of the company's commodity raw materials such as chicken and cheese. Moody's lowered Pierre's speculative grade liquidity rating to SGL-4 from SGL-3 based on Moody's expectation that weak profitability will challenge the company's ability to comply with financial covenants over the next 12 months, and that Pierre is likely to be much more reliant on external sources of funding until profitability improves. Ratings under review for possible downgrade: -- Corporate family rating at B3 -- Probability-of-default rating at B3 -- $40 million senior secured revolving credit facility maturing 2009 at B2 -- $227 million senior secured term loan facility maturing 2010 at B2 -- $125 senior subordinated notes maturing 2012 at Caa2 Rating lowered: -- Speculative Grade Liquidity rating to SGL-4 from SGL-3 Reported gross profit margin fell to 69.1% of sales in the third fiscal quarter ended Dec. 1, 2007, down from 74.7% in the prior year's period, primarily due to negative impact of high and rising costs for raw materials proteins. Less than one-third of Pierre's third quarter sales were protected from commodity exposure via either market-related pricing contracts or USDA Commodity Reprocessing Program. Gross profit margin was also hurt, to a lesser extent, by sales of net lower-margin products in the Zartic business and by outsourcing as a result of the destruction of the Hamilton, Alabama facility. As a result, debt to EBITDA for the twelve months ended on December 1, 2007 was 8.8 times, and EBITA to interest only about 0.7x. Adding back $2.8 million in costs that are not expected to recur -- administrative and integration costs, charge related to the transfer of inventory to a new warehouse, and severance expense -- last twelve months credit metrics are still very weak, with debt/EBITDA of 8.3x and EBITA/Interest of 0.8x. Pierre's SGL-4 Speculative Grade Liquidity rating reflects Moody's concern that Pierre's profitability will continue to be pressured by commodity costs. Consequently, Moody's view is that the company will be challenged to meet financial covenants over the next twelve months, and is likely to be heavily reliant on external sources of financing, primarily its $40 million revolving credit agreement. Moody's review will focus on (1) Pierre's initiatives to boost profitability, including improved customer fulfillment rate, rationalization of stock keeping units, inventory reduction, and the potential for further price increases; (2) its progress in integrating Zartic, which was acquired in December 2006; and (3) liquidity, especially projected reliance on external sources of financing and covenant cushion. Headquartered in Cincinnati, Ohio, Pierre Foods, Inc. is a manufacturer, marketer and distributor of processed food solutions, focusing on formed, pre-cooked and ready-to-cook protein products, compartmentalized meals and hand-held convenience sandwiches. Revenues for the twelve months ended Dec. 1, 2007 were approximately $642 million. The company was purchased by Madison Dearborn Partners and certain members of Pierre's management on June 30, 2004. PRIMEDIA INC: Charles Stubbs Joins Board of Directors ----------------------------------------------------- The Board of Directors of PRIMEDIA Inc. elected Charles Stubbs as a new director of the company, effective May 27, 2008. The company's board will now have 10 directors. As disclosed in the Troubled Company Reporter on April 25, 2008, PRIMEDIA appointed Mr. Stubbs to the position of president and chief executive officer. Mr. Stubbs replaced Robert Metz. A full-text copy of the Mr. Stubbs Employment Agreement is available for free at: http://ResearchArchives.com/t/s?2cf6 Headquartered in Atlanta, PRIMEDIA Inc.(NYSE: PRM) -- http://www.primedia.com/-- through its Consumer Source Inc. operation, is an integrated media business that provides advertising supported print and online consumer guides for the apartment and new home industries. Consumer Source publishes and distributes more than 38 million guides -- such as Apartment Guide and New Home Guide -- to approximately 60,000 U.S. locations each year through its proprietary distribution network, DistribuTech. The company also distributes category-specific content on its leading websites, including ApartmentGuide.com, NewHomeGuide.com and Rentals.com, a comprehensive single unit real estate rental site. At March 31, 2008, the company's consolidated balance sheet showed $251.3 million in total assets and $388.1 million in total liabilities, resulting in a $136.8 million total stockholders' deficit. PROIA & GOULETTE: Hires Ullian & Associates as Counsel ------------------------------------------------------ Proia & Goulette Citgo, Inc., hired Leonard Ullian, Esq., and The Law Offices of Ullian & Associates, as its bankruptcy counsel under a general retainer. Ullian & Associates provided services to the Debtor prior to its bankruptcy filing. Joseph Proia, the Debtor's president, says the firm is knowledgeable and experienced in bankruptcy matters. Mr. Ullian attests that his firm holds no interest adverse to the Debtor or its estate, and that his firm is a "disinterested person" as defined in Sec. 101(14) of the Bankruptcy Code. The firm has received a retainer of $6,039, which includes a $1,039 filing fee. The firm can be reached at: Leonard Ullian, Esq. The Law Office of Ullian & Associates, Inc. 220 Forbes Rd., Suite 106 Braintree, MA 02184 Tel: (781) 848-5980 Brookline, Massachusetts-based Proia & Goulette Citgo, Inc., filed for bankruptcy on March 24, 2008, before the U.S. Bankruptcy Court for the District of Massachusetts in Boston (Case No. 08-12043). In its petition, the Debtor did not disclose its total assets, but reported less than $50,000 in total debts. QUAIL LAKE: Court Wants Chapter 11 Plan Filed by June 17 -------------------------------------------------------- The Hon. Leslie J. Tchaikovsky of the U.S. Bankruptcy Court for the Northern District of California partly denied a request by BANKFIRST to lift the automatic stay so it can exercise its rights under a prepetition loan agreement with Quail Lake Estates Associates, L.P. The Court conditioned the continuation of the automatic stay with respect to Bankfirst on the Debtor filing a plan of reorganization and accompanying disclosure statement by June 17, 2008, 90 days after the Debtor's bankruptcy filing. The Court will set a hearing to consider the adequacy of the disclosure statement within 60 days after it is filed. The Court will hold a telephone status conference a week after the plan is filed or during the week of June 30, to discuss how to proceed with the hearing on the disclosure statement. The disclosure statement hearing may end up being an evidentiary hearing. Bankfirst said it solicited the Debtor's proposal to pay the bank before and after its loan matured in September 2007, but the Debtor did not respond. Bankfirst said the Debtor is approaching a year without making any payments on its loan. The debt, Bankfirst said, accrues interest at roughly $100,000 per month. Bankfirst also pointed out the Debtor has not paid its real property secured taxes and its junior lienholders. According to Bankfirst, the Debtor represented that it received a $14,000,000 cash offer plus roughly $5,000,000 of preferred stock from Pacific First Corp. for the Debtor's asset. Bankfirst nothing has developed from those talks. Bankfirst also pointed out that a sale to Pacific First would not be sufficient to pay secured claims or any amount to unsecured creditors. The Debtor objected to Bankfirst's request to lift the automatic stay, arguing that Bankfirst failed to seriously address the Debtor's ability to seasonably propose and obtain confirmation of a chapter 11 plan. Bankfirst pointed out that the bankruptcy case was filed seven months after contractual maturity of Bankfirst's loan, and about 10 months after the Debtor made its last payment to Bankfirst. Bankfirst said the Debtor has not come close to meeting its burden of proof that it can meet its obligations as they become due. Emeryville, California-based Quail Lake Estates Associates, LP, owns and manages real estate. The Debtor filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for Northern District of California in Oakland on March 18, 2008 (Case No. 08-41296). James D. Wood, Esq., serves as the Debtor's bankruptcy counsel. The Debtor disclosed $23,110,239 in total assets and $23,545,774 in total debts in schedules filed with the Court. QUAIL LAKE: Can Hire James Wood as Bankruptcy Counsel ----------------------------------------------------- Quail Lake Estates Associates, L.P., sought and obtained permission from the U.S. Bankruptcy Court for the Northern District of California to employ James D. Wood as its bankruptcy counsel. Quail Lake requires the assistance of a counsel to enable it to perform its responsibilities as debtor-in-possession, to facilitate a reorganization, and to protect its rights and those of the bankruptcy estate. Quail Lake anticipates the reorganization will involve numerous complex issues involving the bankruptcy laws, compliance with the Court's requirements, and the rights of interested parties. Mr. Wood will be paid $285 an hour for his services. Mr. Wood has received no deposit, payment, or retainer from Quail Lake. Claremont Properties LLC is Quail Lake's sole general partner. Thomas C. Dashiell is Claremont Properties' sole member and manager. Mr. Dashiell and Claremont have guaranteed Mr. Wood's fees and expenses in the case. Mr. Dashiell has advanced a $7,039 retainer. Mr. Wood used $1,039 as filing fees. Mr. Wood attests that he does not have any connection with Quail Lake, its creditors or any other party-in-interest, their attorneys or accountants, the United States trustee, or any person employed in the office of the United States trustee. To contact the Debtor's bankruptcy counsel: James D. Wood, Esq. Attorney at Law 3675 Mount Diablo Boulevard, Suite 250 Lafayette, California 94549-3775 Tel: (925) 284-9663 Fax: (925) 283-9663 E-mail: jdw@jdwoodlaw.com Emeryville, California-based Quail Lake Estates Associates, LP, owns and manages real estate. The Debtor filed for chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for Northern District of California in Oakland on March 18, 2008 (Case No. 08-41296). The Debtor disclosed $23,110,239 in total assets and $23,545,774 in total debts in schedules filed with the Court. QUEBECOR WORLD: Obtains OK to Sell Aircraft for $20.3 Million ------------------------------------------------------------- Judge James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York authorized Quebecor World Inc. and its debtor-affiliates to sell the Challenger Aircraft to Key Equipment Finance Canada Ltd. A full-text copy of Aircraft Sales Agreement is available for free at http://ResearchArchives.com/t/s?2c6c As reported in the Troubled Company Reporter on May 19, 2008, pursuant to a lease intended as security dated as of Feb. 6, 2004, Quebecor Printing Aviation Inc. leased one Bombardier CL-600-2B16 (Variant 604) "Challenger" aircraft and two General Electric CF34- 3B engines from Wachovia Financial Services, Inc. Quebecor World was the guarantor of QPA's obligations under the aircraft lease. On April 4, 2008, QPA provided Wachovia with written notice of its intent to exercise an early termination option under the aircraft lease and purchase the aircraft on the next scheduled payment date, May 6, 2008. The Debtors actively marketed the Aircraft and have entered into a sale agreement. The Debtors obtained an appraisal from Aeronautical Systems Inc., which estimated the retail market value of the Aircraft to be $20,450,000. The Debtors also received an appraisal prepared by Aviation Management Consulting, Inc., for Quebecor Media Inc., a related party that had evidenced an interest in purchasing the aircraft, indicating a current market value of the aircraft of $19,900,000. The Debtors also solicited offers from other potential purchasers of the Aircraft. QMI ultimately made the highest offer to purchase the Aircraft, submitting an offer of $20,300,000 on Feb. 12, 2008, which offer resulted in the sale agreement. Key Equipment is technically the buyer under the sale agreement because it will be providing the financing to QMI -- the primary party with whom the Debtors have been in negotiations. It is the Debtors' understanding that Key Equipment has agreed to provide QMI with lease financing and that QMI will lease the Aircraft from Key Equipment upon the closing of the sale agreement. About Quebecor World Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE: IQW), -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well as print solutions to retailers, branded goods companies, catalogers and to publishers of magazines, books and other printed media. It has 127 printing and related facilities located in North America, Europe, Latin America and Asia. In the United States, it has 82 facilities in 30 states, and is engaged in the printing of books, magazines, directories, retail inserts, catalogs and direct mail. The company has operations in Mexico, Brazil, Colombia, Chile, Peru, Argentina and the British Virgin Islands. Quebecor World and 53 of its subsidiaries, including those in Canada, filed a petition under the Companies' Creditors Arrangement Act before the Superior Court of Quebec, Commercial Division, in Montreal, Canada, on Jan. 20, 2008. The Honorable Justice Robert Mongeon oversees the CCAA case. Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the CCAA case. Ernst & Young Inc. was appointed as Monitor. On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary, along with other U.S. affiliates, filed for chapter 11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08- 10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors is represented by Akin Gump Strauss Hauer & Feld LLP. Based in Corby, Northamptonshire, Quebecor World PLC -- http://www.quebecorworldplc.com/-- is the U.K. subsidiary of Quebecor World Inc. that specializes in web offset magazines, catalogues and specialty print products for marketing and advertising campaigns. The company employs around 290 people. Quebecor PLC was placed into administration with Ian Best and David Duggins of Ernst & Young LLP appointed as joint administrators effective Jan. 28, 2008. As of Sept. 30, 2007, Quebecor World's unaudited consolidated balance sheet showed total assets of $5,554,900,000, total liabilities of $3,964,800,000, preferred shares of $175,900,000, and total shareholders' equity of $1,414,200,000. The company has until May 20, 2008, to file a plan of reorganization in the Chapter 11 case. The Debtors' CCAA stay has been extended to July 25, 2008. (Quebecor World Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported in the Troubled Company Reporter-Europe on Feb. 13, 2008 Moody's Investors Service assigned a Ba2 rating to the $400 million super priority senior secured revolving term loan facility of Quebecor World Inc. as a Debtor-in-Possession. The related $600 million super priority senior secured term loan was rated Ba3 (together, the DIP facilities). The RTL's better asset value coverage relative to the TL accounts for the ratings' differential. QUEBECOR WORLD: Sells European Biz to HHBV for EUR133 Million ------------------------------------------------------------- Quebecor World Inc. signed a definitive purchase agreement providing for the sale of Quebecor World's European operations to Hombergh/De Pundert Group (HHBV), a Netherlands based investment group. The transaction is valued at approximately EUR133 million and is expected to close by the end of June 2008. Under the terms of the agreement, HHBV has deposited EUR46.5 million in escrow to be released to Quebecor World at closing. This cash amount will be adjusted higher to cover all funds disbursed by Quebecor World to support any seasonal financing needs of the European operations between the signature date and closing. HHBV will assume approximately EUR65 million of net debt, and a EUR21.5 million five-year note bearing interest at 7% per year which will remain payable to Quebecor World post-closing. The sale is being made substantially on an "as is, where is" basis. The only condition to closing is court approval. The transaction is not subject to the approval of either Quebecor World's or HHBV's shareholders. Assuming completion of the transaction, the net cash proceeds to be received by Quebecor World will be EUR46.5 million, less certain customary deductions and expenses permitted by its debtor-in- possession (DIP) credit facility, which are intended to be used by Quebecor World to partially reimburse indebtedness under the credit facility. "The sale of our European operations is an important step in our restructuring activities that we believe should enable us to exit creditor protection in North America as a stronger player in our industry," said Jacques Mallette, President and CEO of Quebecor World. "I would like to thank our European customers and employees for their support and assure them that we intend to assist HHBV in ensuring a smooth transition. We also look forward to continue servicing our European customers' needs in North America and Latin America." Mr. Hendrik van den Hombergh, founder and partner of HHBV stated "We are very excited about this opportunity and we are looking forward to working with local management to make this transaction a success for our employees and our customers. This transaction is a first and major step in our goal of building a Pan-European printing platform." Quebecor World's European operations currently include 17 printing and related facilities employing approximately 3,500 people in Austria, Belgium, Finland, France, Spain and Sweden. Quebecor World Europe produces magazines, catalogs, retail inserts, direct mail products, book and directories for many of the world's largest retailers, publishers and branded goods companies. Hombergh/De Pundert Group is a Netherlands based investment group whose expertise lies predominantly in the industrial sector. The Group has various investments in the concrete business and energy sector. As part of its investments strategy, the Hombergh/De Pundert Group seeks majority stakes in companies which have a strong management and operate in sectors which require consolidation. As previously reported, Quebecor scrapped the sale of the European assets to Dutch company RSDB for EUR240,000,000 or about $341,000,000 in December 2007. The RSDB deal would have bolstered Quebecor's balance sheet with $213,000,000 in cash to be applied to debt, The Canadian Press said. The deal collapsed when RSDB shareholders rejected the sale. According to Bloomberg News, Quebecor cited its inability to sell its European unit as one of its reasons for its bankruptcy filing. As of May 30, 2008, one euro is equivalent to 1.55 U.S. dollars, valuing the sale of Quebecor's European assets at $206,150,000. About Quebecor World Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE: IQW), -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well as print solutions to retailers, branded goods companies, catalogers and to publishers of magazines, books and other printed media. It has 127 printing and related facilities located in North America, Europe, Latin America and Asia. In the United States, it has 82 facilities in 30 states, and is engaged in the printing of books, magazines, directories, retail inserts, catalogs and direct mail. The company has operations in Mexico, Brazil, Colombia, Chile, Peru, Argentina and the British Virgin Islands. Quebecor World and 53 of its subsidiaries, including those in Canada, filed a petition under the Companies' Creditors Arrangement Act before the Superior Court of Quebec, Commercial Division, in Montreal, Canada, on Jan. 20, 2008. The Honorable Justice Robert Mongeon oversees the CCAA case. Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the CCAA case. Ernst & Young Inc. was appointed as Monitor. On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary, along with other U.S. affiliates, filed for chapter 11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08- 10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors is represented by Akin Gump Strauss Hauer & Feld LLP. Based in Corby, Northamptonshire, Quebecor World PLC -- http://www.quebecorworldplc.com/-- is the U.K. subsidiary of Quebecor World Inc. that specializes in web offset magazines, catalogues and specialty print products for marketing and advertising campaigns. The company employs around 290 people. Quebecor PLC was placed into administration with Ian Best and David Duggins of Ernst & Young LLP appointed as joint administrators effective Jan. 28, 2008. As of Sept. 30, 2007, Quebecor World's unaudited consolidated balance sheet showed total assets of $5,554,900,000, total liabilities of $3,964,800,000, preferred shares of $175,900,000, and total shareholders' equity of $1,414,200,000. The company has until May 20, 2008, to file a plan of reorganization in the Chapter 11 case. The Debtors' CCAA stay has been extended to July 25, 2008. (Quebecor World Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported in the Troubled Company Reporter-Europe on Feb. 13, 2008 Moody's Investors Service assigned a Ba2 rating to the $400 million super priority senior secured revolving term loan facility of Quebecor World Inc. as a Debtor-in-Possession. The related $600 million super priority senior secured term loan was rated Ba3 (together, the DIP facilities). The RTL's better asset value coverage relative to the TL accounts for the ratings' differential. RADCO PROPERTIES: Case Summary & 15 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: RADCO Properties, Inc. 5696 Bend of River Road Rocky Mount, NC 27803 Bankruptcy Case No.: 08-03611 Type of Business: The Debtor develops and operates non-residential property. Chapter 11 Petition Date: May 29, 2008 Court: Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Stephen L. Beaman, Esq. (sbeaman@beamanlaw.com) Stephen L. Beaman, PLLC P.O. Box 1907 Wilson, NC 27894 Tel: (252) 237-9020 Fax: (252) 243-5174 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtor's list of its 15 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sampson Bladen Oil Company $402,500 c/o A. Bartlett White, Esq. P.O. Box 527 Raleigh, NC 27602 N.C. Department of Revenue RADCO Sale Tax $190,000 Office Services ($90,000 Tax) Bankruptcy Unit P.O. Box 1168 Raleigh, NC 27602-1168 Jones & Frank Corp. Judgment $30,000 c/o Philip T. Gray, Esq. Wake County 580 New Waverly Place Suite 240 Cary, NC 27518 H.T. Hackney Company Judgment $29,000 Coastal Wholesale $22,000 Internal Revenue Service Pay Roll $19,000 Southco Distributing Co. Account $17,500 Waccamaw Transport Judgment $6,800 Brown Oil Company $5,500 Branch Banking & Trust Co. $4,500 Richard H. Cooper $3,300 Wilson County Tax Collector 2007 Property Tax $3,000 Johnston County Tax Collector 2007 Property Tax $2,300 Nash County Tax Collector 2007 Property Tax $2,000 N.C. Department of Revenue RADCO Withholding Tax $445 RCS-CHANDLER: Has Potential Buyer, Developer Tells Court -------------------------------------------------------- According to Luci Scott at The Arizona Republic, developer Jeff Cline disclosed at a May 27, 2008 hearing that he has a potential buyer for Elevation Chandler, his abandoned high-rise next to Chandler Fashion Center. Arizona Republic relates Mr. Cline informed the hearing examiner and trial attorney for the U.S. trustee, Patty Chan, that he filed Chapter 11 papers so he could reorganize and have the ability to sell the property. Michael R. Walker, Esq., at Schian Walker P.L.C., the Debtor's counsel, however, told Ms. Chan they don't have a definitive date yet as to when the property would sell, Arizona Republic says. The report did not mention the identity of the buyer. According to Arizona Republic, Mr. Cline did not return a phone call or e-mail asking about the buyer. Mr. Scott, citing court documents, reports that Walk About Real Estate Company is listed as being involved in a sale agreement. Mr. Scott, however, notes there is no indication that a contract has been signed, and the Broadway Road address in Tempe, Arizona, for Walk About on the documents is a post-office box at a UPS store. Mr. Scott relates that, according to Arizona Corporation Commission records, the name associated with Walk About Real Estate Company at the Broadway address is Babak Motamedi. Records, according to Mr. Scott, show a Babak Motamedi lives in Chandler but has a non-published phone number. Walk About was incorporated in June, Mr. Scott says. According to the paper, the agent for Walk About is PHG Service Corp., based with Hymson, Goldstein & Pantiliat in Scottsdale, Arizona. The paper's calls to the firm were not returned. About RCS-Chandler Headquartered in Phoenix, Arizona, RCS-Chandler LLC, owned by Jeff Cline, constructs and develops hotels. The company filed for Chapter 11 protection on April 11, 2008 (Bankr. D. Ariz. Case No.08-04021). The Debtor filed for bankrutpcy one business day before its property was to be sold at public auction. Michael R. Walker, Esq., at Schian Walker P.L.C. represents the Debtor in its restructuring efforts. When the Debtor filed for protection against its creditors, it listed assets and debts between $50 million and $100 million. The Deal reported that the Debtor had $40 million in assets and $61.6 million in debts. Construction at Elevation Chandler stopped in April 2006, leaving a partially built shell on prime real estate south of the mall at the Santan Freeway and Loop 101, Arizona Republic says. Prior to the bankruptcy filing, owner Jeffrey Cline had been marketing RCS-Chandler, The Deal quotes McClatchy-Tribune Regional News as reporting. Efforts to sell the property in the past did not succeed, relates Arizona Republic, citing Chandler officials, in part because Mr. Cline still wanted to be involved with the property. RESSLER HARDWOODS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Ressler Hardwoods & Flooring Inc. 25 Keystone Drive Lebanon, PA 17042 Tel: (717) 675-2266 Bankruptcy Case No.: 08-01878 Type of Business: The Debtor creates hardwood flooring and wood finish for interiors. Chapter 11 Petition Date: May 27, 2008 Court: Middle District of Pennsylvania (Harrisburg) Judge: Mary D. France Debtor's Counsel: Jacques H. Geisenberger, Jr., Esq. Jacques H. Geisenberger, Jr., P.C. Wheatland Place 941 Wheatland Avenue, Suite 201 Lancaster, PA 17603 Tel: (717) 397-3500 Fax: (717) 299-5813 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 ------ --------------- ------------ Fuelmakers Inc. Trade Debt $1,206,944 c/o First Commonwealth Bank P.O. Box 0153 Indiana, PA 15701 James Little Loan $400,000 13010 Jerome Jay Drive Cockeysville, MD 21030 Weinig Group Trade Debt $117,039 124 Crosslake Park P.O. Box 3158 Mooresville, NC 28117 Hawkeye Forest Products Trade Debt $59,971 E.D. Bessey Lumber Products Trade Debt $42,231 C.M. High Inc. Trade Debt $38,893 Cornerstone Loan Loan $35,823 Salem Hardwood Trade Debt $34,817 CQ Hardwood Finisher Trade Debt $30,347 ELMCO Associates Trade Debt $30,307 TM Refrigeration Trade Debt $30,298 Quality Woods Ltd. Trade Debt $29,909 Young Adjustment Company, Inc. Services $28,375 Tuscarora Hardwoods Inc. Trade Debt $24,336 Steve J. Reiter, CPA Trade Debt $21,750 Matson Lumber Co. Trade Debt $21,694 Blue Ridge Lumber Trade Debt $17,749 Industrial Timber & Lumber Trade Debt $17,572 Goodfellow Lumber Co. Trade Debt $11,226 Hermance Machine Co. Trade Debt $10,717 RIDGEVIEW PROFESSIONAL: Case Summary & Seven Largest Creditors -------------------------------------------------------------- Lead Debtor: Ridgeview Professional Complex, L.L.C. 1070 Horizon Ridge Parkway, Suite 100 Henderson, NV 89012 Bankruptcy Case No.: 07-17833 Debtor-affiliate filing separate a Chapter 11 petition on May 28, 2008: Entity Case No. ------ -------- Caritas Plaza, LLC 08-15517 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Corinthian Hills, L.L.C. 07-17834 Gobbles, L.L.C. 07-17835 Type of Business: The Debtors own and manages real estate. Chapter 11 Petition Date: November 27, 2007 Court: District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtors' Counsel: Stephen R. Harris, Esq. Belding, Harris & Petroni, Ltd. 417 West Plumb Lane Reno, NV 89509 Tel: (775) 786-7600 Fax: (775) 786-7764 Financial Condition of debtors filing separate Chapter 11 petitions: Estimated Assets Estimated Debts ---------------- --------------- Ridgeview Professional $1 Million to $1 Million to Complex, L.L.C. $100 Million $100 Million Corinthian Hills, L.L.C. $1 Million to $1 Million to $100 Million $100 Million Gobbles, L.L.C. $1 Million to $1 Million to $100 Million $100 Million Financial Condition of debtor filing separate a Chapter 11 petition on May 28, 2008: Estimated Assets Estimated Debts ---------------- --------------- Caritas Plaza, LLC $10 million to $10 million to $50 million $50 million A. Ridgeview Professional Complex, LLC's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Reeves Construction Co. goods and services $100,000 1070 Horizon Ridge Parkway, Suite 100 Henderson, NV 89012 Lamb Asphalt goods and services $24,313 2516 Losee Road North Las Vegas, NV 89030 K.J.E. Consulting Engineers, goods and services $23,102 Inc. 4130 Sandhill Avenue, Suite A-15 Las Vegas, NV 89121 Project X goods and services $320 B. Corinthian Hills, LLC's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ John Marchiano, Esq. legal services $10,000 218 Lead Street Henderson, NV 89015 C. Gobbles, LLC's Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ K.J.E. Consulting Engineers, goods and services $11,001 Inc. 4130 Sandhill Avenue, Suite A-15 Las Vegas, NV 89121 Dupont Engineering goods and services $8,475 4420 South Arvile Street, Suite 1 Las Vegas, NV 89103 D. Caritas Plaza, LLC does not have any creditors that are not insiders. RITCHIE RISK: Parent Hires Maple Life to Sell $2BB Insurance Line ----------------------------------------------------------------- Ritchie Capital Management Ltd., the owner of Ritchie Risk Linked Trading Strategies (Ireland) Ltd. life settlement portfolio, has employed Maple Life Financial Inc. and its affiliate MLF LexServ L.P. to provide services with respect to the $2.3 billion face amount of life insurance policies purchased in February 2008 pursuant to a bankruptcy sale auction. Maple Life Financial Inc. was employed as the exclusive marketing and sales agent for the disposition of a significant portion of the portfolio. It is anticipated that the assets will be sold in a series of portfolio transactions over the next nine months. MLF LexServ L.P. has been hired to provide servicing and asset management services for the almost 900 acquired policies. The addition of the assets raises MLF LexServ L.P.'s face value serviced to nearly $6.5 billion. Headquartered in Bethesda, Maryland, Maple Life Financial Inc. is a settlement provider dedicated to helping institutional investors achieve their objectives in mortality-based products. MLF LexServ L.P. is a servicer of life settlement policies providing portfolio servicing and asset management services to institutional investors. About Ritchie Risk-Linked Strategies Trading Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading (Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin- based funds of hedge fund group Ritchie Capital Management LLC. The Debtors were formed as special purpose vehicles to invest in life insurance policies in the life settlement market. The Debtors filed for Chapter 11 protection on June 20, 2007 (Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907). Allison H. Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq., at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in their restructuring efforts. No Official Committee of Unsecured Creditors has been appointed to date. When the Debtors filed for bankruptcy, they listed estimated assets and debts of more than $100 million. The Debtors' exclusive period to file a Chapter 11 plan expires on Jan. 16, 2008. RIVER BEND: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: River Bend Community, LLP aka Avalon aka Maverick Golf Club aka The Green Pepper Restaurant 4495 Emerald Vista, Ste. 2 Lake Worth, FL 33461 Tel: (561) 304-1645 Bankruptcy Case No.: 08-17264 Chapter 11 Petition Date: May 30, 2008 Court: Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman, Jr. Debtor's Counsel: Alan J. Perlman, Esq. Adorno & Yoss, LLP Email: aperlman@adorno.com 350 E. Las Olas Blvd., Ste. 1700 Fort Lauderdale, FL 33301 Tel: (954) 766-7822 Fax: (954) 766-7800 http://www.adorno.com/ Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Grayhawk Communities Corp. $800,000 4653 Riverwalk Village Court Ponce Inlet, FL 32127 Wilson County Tax Collector $234,978 2 Library Ln., Ste. 1 Floresville, TX 78114-2239 MBC Engineers $111,510 1035 Central Pkwy. N. San Antonio, TX 78232 Clear Channel Outdoor $27,689 Staffing Concepts 40 employees $26,808 International Ben E. Keith Co. $16,609 IGT Media Holdings, Inc. $15,384 Ashworth, Inc. $13,710 Nike USA, Inc. $12,834 MG Building Materials $12,495 Mizuno $11,564 Callaway Golf $11,186 Thomas Moy & Sons Water Well $10,000 Drilling Great Lakes Golf Course $9,625 Products Wells Fargo Credit $9,011 Page & Tuttle $8,018 Bear Oil Co., Inc. $6,907 Range Servant America, Inc. $6,727 Texas Comptroller of Public $6,261 Accounts Imperial Premium Finance $6,074 ROBERT CALDICOTT: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Robert Caldicott 170 Flower Hill Road Unit 3-B Huntington, NY 11743 Bankruptcy Case No.: 08-11975 Chapter 11 Petition Date: May 27, 2008 Court: Southern District of New York (Manhattan) Debtor's Counsel: Robert J. Faller, Jr., Esq. (okfaller@hotmail.com) O'Kelly & Faller, P.C. 445 Hamilton Avenue, Suite 405 White Plains, NY 10601 Tel: (914) 946-2822 Fax: (914) 946-7950 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor does not have any unsecured creditors that are not insiders. SAMUEL RONDA: Case Summary & Eight Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Samuel Ronda Silva Ronda 445 South Pascack Road Chestnut Ridge, New York 10977 Bankruptcy Case No.: 08-22740 Chapter 11 Petition Date: May 23, 2008 Court: Southern District of New York (White Plains) Judge: Adlai S. Hardin Jr. Debtors' Counsel: Lawrence R. Reich, Esq. (reichlaw@aol.com) Reich Reich & Reich, P.C. 175 Main Street, Suite 300 White Plains, New York 10601 Tel: (914) 949-2126 Fax: (914) 949-1604 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million A list of the Debtors' eight largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb08-22740.pdf SCH DEVELOPMENT: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Sch Development LLC aw Sch Development Co LLC 6388 Indiana Avenue, Suite #102 Riverside, California 92504 Bankruptcy Case No.: 08-15518 Chapter 11 Petition Date: May 13, 2008 Court: Central District of California (Riverside) Judge: Peter Carroll Debtors' Counsel: Thomas E. Cummings, Esq. 32295 Mission Trail #280 Lake Elsinore, CA 92530 Tel: (951) 579-3210 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The Debtor did not file a list of its 20 largest unsecured creditors. SCOTTISH RE: Financial Uncertainty Cues Fitch to Junk Ratings ------------------------------------------------------------- Fitch Ratings has downgraded Scottish Re Group Limited's Issuer Default Rating to 'CCC' from 'B' and the Insurer Financial Strength ratings of its primary North American operating subsidiaries to 'CCC+' from 'BB'. The Rating Watch has been revised to Evolving from Negative. The actions are based on the significantly heightened uncertainty surrounding SKRRF's financial position following further delays in the company's completion of its evaluation of other-than-temporary impairment charges to be recognized in the consolidated financial statements in accordance with US GAAP for the year ended Dec. 31, 2007. The company also recently determined that it had a material weakness in its internal controls over financial reporting as of Sept. 30, 2007, thus rendering its financial statements as of that date unreliable. SKRRF currently estimates that its net after tax loss for the year ended Dec. 31, 2007 will be significantly greater than its net loss reported for 2006 ($377 million) and that the amount of consolidated shareholders equity will be significantly reduced from the levels reported previously. According to Fitch's rating definitions, IFS ratings in the 'CCC' range are characterized as 'very weak' and reflect that although policyholder obligations are still being met on a timely basis, the capacity for continued timely payments is reliant upon sustained, favorable business, economic and market environment and a real possibility exists that ceased or interrupted payments could occur in the future. Due to ongoing realized and unrealized investment losses linked to securities backed by subprime and Alt-A residential mortgages within its investment portfolio, Fitch believes that SKRRF's capacity to remain solvent may now be reliant on the successful completion of various financial and strategic initiatives, including the previously announced sales of certain businesses. There are no assurances such transactions will be executed. Fitch notes that SKRRF recently disclosed agreement whereby ING America Holdings consented to a recapture of a pro-rata portion of business ceded by Scottish Re (U.S.) Inc. to its securitization vehicle, Ballantyne Re plc. The Ratings Watch modification to Evolving from Negative reflects Fitch's view that if the noted strategic and financial transactions are executed, it is likely SKRRF's ratings can be upgraded, whereas if they are not executed, the risk of insolvency will be heightened, likely resulting in further downgrades. The ratings are also subject to adjustment upon (i) receipt of SKRRF's audited consolidated financial statements for the year ended Dec. 31, 2007 and the details on the valuation of assets, and/or (ii) receipt of statutory statements for Scottish Annuity & Life Insurance Company (Cayman) Limited for the year ended Dec. 31, 2007. No action has been taken on the IFS rating of Scottish Re Limited, as this UK operation is not exposed to the asset risk and liquidity concerns resident elsewhere in the organization and Fitch believes progress on the disposition of this business is ongoing. The resolution of the Rating Watch Evolving is dependant on the success of that pursuit and the financial strength of a potential buyer. Fitch has downgraded these ratings and revised the Rating Watch to Evolving from Negative: Scottish Re Group Ltd. -- IDR to 'CCC' from 'B'; -- 7.25% non-cumulative perpetual preferred stock to 'C/RR6' from 'CCC+/RR6'. Scottish Annuity & Life Insurance Company (Cayman) Limited -- IFS rating to 'CCC+' from 'BB'. Scottish Re (U.S.) Inc. -- IFS rating to 'CCC+' from 'BB'. Stingray Pass Through Trust -- $325 million 5.902% collateral facility securities due Jan. 12, 2015 to 'CCC+/RR4' from 'BB'. Fitch has taken no action on this rating, which remains on Rating Watch Evolving: Scottish Re Limited -- IFS rating 'BB'. SECURITIZED ASSET: Fitch Downgrades Ratings on 23 NIM Notes ----------------------------------------------------------- Fitch Ratings has taken rating actions on 23 Securitized Asset Backed Net Interest Margin Notes as: SABR NIM Trust 2005-FR2 -- $1.9 million Class Notes downgraded to 'C/DR6' from 'BBB-'; Underlying Transaction: SABR 2005-FR2 SABR NIM Trust 2005-FR3 -- $1.5 million Class Notes downgraded to 'C/DR6' from 'BB', removed from Rating Watch Negative; Underlying Transaction: SABR 2005-FR3 SABR NIM Trust 2005-FR4 -- $4.6 million Class Notes downgraded to 'C/DR6' from 'B', removed from Rating Watch Negative; Underlying Transaction: SABR 2005-FR4 SABR NIM Trust 2005-FR5 -- $2.4 million Class Notes downgraded to 'C/DR6' from 'B', removed from Rating Watch Negative; -- $37.9 million Class N-2 downgraded to 'C/DR6' from 'B'; -- $5.9 million Class N-3 downgraded to 'C/DR6' from 'CCC'; Underlying Transaction: SABR 2005-FR5 SABR NIM Trust 2005-HE1 -- $2.9 million Class Notes downgraded to 'C/DR6' from 'BBB-'; Underlying Transaction: SABR 2005-HE1 SABR NIM Trust 2006-FR1 -- $9.6 million Class Notes downgraded to 'C/DR6' from 'B'; Underlying Transaction: SABR 2006-FR1 SABR NIM Trust 2006-FR4 -- $17.5 million Class Notes downgraded to 'C/DR6' from 'B', removed from Rating Watch Negative; Underlying Transaction: SABR 2006-FR4 SABR NIM Trust 2006-HE2 -- $15.2 million Class Notes downgraded to 'C/DR6' from 'B'; Underlying Transaction: SABR 2006-HE2 SABR NIM Trust 2006-KS8 -- $9.4 million Class Notes downgraded to 'C/DR6' from 'BB'; Underlying Transaction: RASC 2006-KS8 SABR NIM Trust 2006-KS9 -- $22.7 million Class Notes downgraded to 'C/DR6' from 'BB'; Underlying Transaction: RASC 2006-KS9 SABR NIM Trust 2006-NC3 -- $6.0 million Class Notes downgraded to 'C/DR6' from 'B'; Underlying Transaction: SABR 2006-NC3 SABR NIM Trust 2006-WF3 -- $11.0 million Class Notes downgraded to 'CC/DR4' from 'BBB-'; Underlying Transaction: Wells Fargo Home Equity Asset-Backed Securities 2006-3 SABR NIM Trust 2006-WM3 -- $23.8 million Class Notes downgraded to 'C/DR6' from 'CC/DR4'; Underlying Transaction: SABR 2006-WM3 SABR NIM Trust 2006-WM4 -- $29.2 million Class Notes downgraded to 'C/DR6' from 'CC/DR4'; Underlying Transaction: SABR 2006-WM4 SABR NIM Trust 2007-BR1 -- $20.0 million Class Notes downgraded to 'C/DR6' from 'BBB-'; Underlying Transaction: SABR 2007-BR1 SABR NIM Trust 2007-BR2 -- $22.0 million Class Notes downgraded to 'C/DR6' from 'BBB-'; Underlying Transaction: SABR 2007-BR2 SABR NIM Trust 2007-BR3 -- $21.2 million Class Notes downgraded to 'C/DR6' from 'BBB-'; Underlying Transaction: SABR 2007-BR3 SABR NIM Trust 2007-BR4 -- $17.9 million Class Notes downgraded to 'C/DR5' from 'BBB-'; Underlying Transaction: SABR 2007-BR4 SABR NIM Trust 2007-BR5 -- $8.7 million Class N-1 downgraded to 'CC/DR4' from 'A-'; -- $6.7 million Class N-2 downgraded to 'C/DR6' from 'BBB-'; Underlying Transaction: SABR 2007-BR5 SABR NIM Trust 2007-HE1 -- $18.1 million Class Notes downgraded to 'C/DR6' from 'BBB-'; Underlying Transaction: SABR 2007-HE1 SABR NIM Trust 2007-NC1 -- $13.1 million Class Notes downgraded to 'C/DR6' from 'BBB-'; Underlying Transaction: SABR 2007-NC1 SABR NIM Trust 2007-NC2 -- $10.9 million Class Notes downgraded to 'C/DR4' from 'BBB-'; Underlying Transaction: SABR 2007-NC2 SABR NIM Trust 2007-WF1 -- $5.7 million Class Notes downgraded to 'CCC/DR2' from 'BBB-'; Underlying Transaction: Wells Fargo Home Equity Asset-Backed Securities 2007-1 The rating actions reflect actual pay-down performance of the NIM securities to date compared to initial projections, as well as, changes that Fitch previously made to its subprime loss forecasting assumptions for the underlying transactions. SILVERJET PLC: Grounds Planes on Failure to Secure Financing ------------------------------------------------------------ Silverjet PLC suspended its operations after failing to secure an emergency cash injection from an investor, The Wall Street Journal reports. U.S. bank Citigroup noted in a research note that Silverjet is the seventh airline to cease operations since December, according to WSJ. In a press statement, Silverjet stated that it had yet to receive the proceeds of the $5 million drawdown request made under its loan facility with Viceroy Holdings LLC, a development fund based in the U.S. and United Arab Emirates. Silverjet said that Viceroy had agreed to lend up to around GBP8.4 million or $16.6 million, while the airline plans to issue shares to the investor to raise proceeds of around GBP4.3 million, WSJ says. Viceroy had also signed a memorandum of understanding to invest much as an additional GBP38 million, WSJ states according to Silverjet. Silverjet also disclosed in a press statement that its working capital reserves were limited and that advances under the loan facility were required as a matter of urgency. Silverjet has not received any further sums from Viceroy. Silverjet continues to be in discussions with investors interested in supporting the business of Silverjet, however it has yet to conclude such discussions to its satisfaction. WSJ, citing the Civil Aviation Authority, says that around 7,000 U.K. and 2,500 non-U.K. ticket holders are likely to be affected by the airline's grounding. U.K. passengers who booked flights directly with Silverjet aren't covered by the CAA's Air Travel Organizers' Licensing travel protections, although those who booked through travel agents or booked with a chauffeur service are, WSJ indicates. According to WSJ, the airline's stocks were suspended last May 30 at 13 pence amid concerns over the airline's funding. Citigroup said Silverjet's demise isn't too surprising given its loss-making status and the failures of MAXjet and EOS, WSJ relates. Virgin Atlantic Airways Ltd. is offering special fares for Silverjet ticket holders, and other airlines are expected to make similar deals, WSJ relates. About Silverjet Plc Headquartered in Luton, United Kingdom, Silverjet Plc (LON:SIL) -- www.flysilverjet.com/ -- is a non-trading holding company. The company's business segments comprised: Scheduled and Chartered. The activities of the group of companies, of which Silverjet plc is the ultimate holding company are the operation of exclusively business class international scheduled air services and charter air services for the carriage of passengers, freight and mail, together with the provision of ancillary services. Its subsidiaries include Silverjet Aviation Limited, Flyjet Limited, Skylease Limited, Sky People Limited and Skylease Limited. SIX FLAGS: Stockholders Okay 2008 Stock Option & Incentive Plan --------------------------------------------------------------- Stockholders of Six Flags, Inc., approved a 2008 Stock Option and Incentive Plan at the 2008 Annual Meeting of Stockholders held on May 22, 2008. The Plan will remain in effect until March 21, 2018, unless sooner terminated in accordance with its terms. Under the Plan, the Compensation Committee of the company's Board of Directors may grant non-qualified stock options, incentive stock options, stock appreciation rights, and shares or rights to purchase shares to key employees (including, but not limited to, officers and directors who are employees) of the company and its subsidiaries. In addition, directors who are not employees of the company or its subsidiaries are also eligible for grants of options under the Plan. A total of 3,250,000 shares of the company's common stock may be issued pursuant to the Plan. A full-text copy of the company's 2008 Stock Option and Incentive Plan is available for free at http://ResearchArchives.com/t/s?2cf8 Headquartered in New York City, Six Flags Inc. (NYSE: SIX) -- http://www.sixflags.com/-- is the world's largest regional theme park company with 21 parks across the United States, Mexico and Canada. Founded in 1961, Six Flags has provided world class entertainment for millions of families with cutting edge, record- shattering roller coasters and appointment programming with events like the popular Thursday and Sunday Night Concert Series. Now 47 years strong, Six Flags is recognized as the preeminent thrill innovator while reaching to all demographics -- families, teens, tweens and thrill seekers alike -- with themed attractions based on the Looney Tunes characters, the Justice League of America, skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank Engine. At March 31, 2008, Six Flags' consolidated balance sheet showed $410.6 million stockholders' deficit, compared with $252 million deficit at Dec. 31, 2007. * * * As related in the Troubled Company Reporter on May 26, 2008, Fitch Ratings has downgraded these ratings: Issuer Default Rating to 'C' from 'B-'; Senior unsecured notes (including the 4.5% convertible notes) to 'C/RR5' from 'CCC/RR6'; and Preferred stock to 'C/RR6'from 'CCC-/RR6'. As disclosed Troubled Company Reporter on May 20, 2008, Standard & Poor's Ratings Services placed its 'CCC+' corporate credit rating and 'CCC-' senior unsecured rating on Six Flags Inc. on CreditWatch with negative implications. SOLAR COSMETIC: Wants to Hire Shutts & Bowen as Counsel ------------------------------------------------------- Solar Cosmetic Labs, Inc., and Solar Packaging Corp. ask the United States Bankruptcy Court for the Southern District of Florida for permission to employ Shutts & Bowen LLP as their counsel. Shutss & Bowen will: a) advise the Debtors with respect to their powers and duties as debtors in possession and the continued management of its business operations; b) advise the Debtors with respect to their responsibilities in complying with the U.S. Trustee's operating guidelines and reporting requirements and with the rules of the Court; c) prepare motions, pleadings, orders, applications, adversary proceedings and other legal documents necessary in the administration of these cases; d) protect the interest of the Debtors in all matters pending before the Court; and e) represent the Debtors in negotiations with their creditors in the preparation of a Chapter 11 plan of reorganization. Peter Shapiro, Esq., a partner of the firm, bills $410 per hour while Edward O'Sheedan, Esq., charges $275 per hour for his rendered services. The firm's other professionals and their compensation rates are: Designations Hourly Rates ------------ ------------ Attorneys $225-$650 Paralegals $75-$195 Legal Assistants $75-$195 Mr. Shapiro assures the Court that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Headquartered in Miami Gardens, Florida, Solar Cosmetic Labs Inc. -- http://www.solarcosmetics.com/-- and -- http://www.bodyandearth.com/-- manufacture, markets and sells perfumes, cosmetics, and other toilet preparations. The company and Solar Packaging Corp. filed chapter 11 petition on May 6, 2008 (Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796). Judge Laurel Isicoff presides the case. SOLAR COSMETIC: Files Schedules of Assets and Liabilities --------------------------------------------------------- Solar Cosmetic Labs, Inc., and Packaging Corp. delivered to the United States Bankruptcy Court for the Southern District of Florida its schedules of assets and liabilities disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $13,925,425 C. Property Claimed as Exempt D. Creditors Holding $26,338,745 Secured Claims E. Creditors Holding 133,165 Unsecured Priority Claims F. Creditors Holding 24,456,870 Unsecured Nonpriority Claims ----------- ----------- TOTAL $13,925,425 $50,928,780 Headquartered in Miami Gardens, Florida, Solar Cosmetic Labs Inc. -- http://www.solarcosmetics.com/-- and -- http://www.bodyandearth.com/-- manufacture, markets and sells perfumes, cosmetics, and other toilet preparations. The company and Solar Packaging Corp. filed chapter 11 petition on May 6, 2008 (Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796). Judge Laurel Isicoff presides the case. SORIN VI: Moody's Chips Note Ratings on Increased Expected Losses ----------------------------------------------------------------- Moody's Investors Service has downgraded ratings of six classes of notes issued by Sorin VI CDO Ltd., and left on review for possible further downgrade the rating of two of these classes. The notes affected by rating action are: Class Description: $346,500,000 Class A-1LA Floating Rate Notes due 2052 -- Prior Rating: A3, on review for possible downgrade -- Current Rating: B1, on review for possible downgrade Class Description: $49,500,000 Class A-1LB Floating Rate Notes due 2052 -- Prior Rating: Ba1, on review for possible downgrade -- Current Rating: Caa2, on review for possible downgrade Class Description: $79,200,000 Class A-2L Floating Rate Notes due 2052 -- Prior Rating: Ba3, on review for possible downgrade -- Current Rating: Ca Class Description: $22,000,000 Class A-3L Floating Rate Notes due 2052 -- Prior Rating: Caa1, on review for possible downgrade -- Current Rating: Ca Class Description: $27,500,000 Class B-1L Floating Rate Notes due 2052 -- Prior Rating: Ca -- Current Rating: C Class Description: $5,500,000 Class B-2L Floating Rate Notes due 2052 -- Prior Rating: Ca -- Current Rating: C Sorin VI CDO Ltd. is a collateralized debt obligation backed primarily by a portfolio of structured finance securities. The CDO has experienced deterioration in the credit quality of the underlying portfolio, as well as the occurrence on May 8, 2008, as reported by the Trustee, of an Event of Default caused by a Class A-1 Overcollateralization Failure, as described in Section 5.1(i) of the Indenture dated March 27, 2007. As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of certain Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. The rating downgrades taken reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The severity of losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued following the event of default. Because of this uncertainty, the ratings assigned to the Class A-1LA Notes and Class A-1LB Notes remain on review for possible further action. SOUNDVIEW NET: Fitch Takes Rating Actions on Paydown Performance ---------------------------------------------------------------- Fitch Ratings has taken these rating actions on Soundview Net Interest Margin Notes: Soundview CI-6 NIM Notes, Series 2005-OPT4 -- $3.8 million Class N2 downgraded to 'C/DR6' from 'BB'; -- $6.6 million Class N3 downgraded to 'C/DR6' from 'B'; Underlying Transaction: Soundview Home Loan Trust 2005-OPT4 Soundview CI-7 NIM Notes, Series 2005-CTX1 -- $1.3 million Class N2 downgraded to 'C/DR6' from 'BBB-'; -- $2.0 million Class N3 downgraded to 'C/DR6' from 'BB'; Underlying Transaction: Soundview Home Loan Trust 2005-CTX1 Soundview CI-8 NIM Notes, Series 2005-4 -- $1.8 million Class N1 downgraded to 'C/DR6' from 'BB'; -- $2.2 million Class N2 downgraded to 'C/DR6' from 'BB'; Underlying Transaction: Soundview Home Loan Trust 2005-4 Soundview CI-11 NIM Notes, Series 2006-OPT1 -- $8.2 million Class N2 downgraded to 'C/DR6' from 'BBB-', removed from Rating Watch Negative; -- $4.8 million Class N3 downgraded to 'C/DR6' from 'BB'; -- $7.6 million Class N4 downgraded to 'C/DR6' from 'B'; Underlying Transaction: Soundview Home Loan Trust 2006-OPT1 Soundview CI-21 NIM Notes, Series 2006-WF2 -- $3.2 million Class N1 downgraded to 'BBB' from 'A-', placed on Rating Watch Negative; -- $7.2 million Class N2 downgraded to 'C/DR5' from 'BBB'; -- $10.5 million Class N3 downgraded to 'C/DR6' from 'BB'; Underlying Transaction: Soundview Home Loan Trust 2006-WF2 Soundview CI-22 NIM Notes, Series 2006-EQ2 -- $6.9 million Class N1 downgraded to 'C/DR6' from 'BBB' -- $5.3 million Class N2 downgraded to 'C/DR6' from 'BB'; -- $5.9 million Class N3 downgraded to 'C/DR6' from 'B'; -- $6.0 million Class N4 remains at 'C/DR6'; Underlying Transaction: Soundview Home Loan Trust 2006-EQ2 Soundview CI-23 NIM Notes, Series 2007-1 -- $1.9 million Class N1 downgraded to 'BBB' from 'A', placed on Rating Watch Negative; -- $1.9 million Class N2 downgraded to 'B' from 'BBB+'; -- $1.2 million Class N3 downgraded to 'CC/DR3' from 'BBB+'; -- $4.2 million Class N4 downgraded to 'C/DR6' from 'BB+'; Underlying Transaction: Soundview Home Loan Trust 2007-1 Soundview CI-25 NIM Notes, Series 2007-WMC1 -- $11.4 million Class N1 downgraded to 'C/DR6' from 'A-', -- $5.2 million Class N2 downgraded to 'C/DR6' from 'BBB+'; -- $2.5 million Class N3 downgraded to 'C/DR6' from 'BBB'; -- $13.5 million Class N4 downgraded to 'C/DR6' from 'B+'; Underlying Transaction: Soundview Home Loan Trust 2007-WMC1 Soundview NIM Trust 2007-OPT1 Notes -- $26.1 million Class Notes downgraded to 'CC/DR3' from 'A-'; Underlying Transaction: Soundview Home Loan Trust 2007-OPT1 Soundview CI-27 NIM Notes, Series 2007-OPT3 -- $3.9 million Class N1 downgraded to 'BBB' from 'A-', placed on Rating Watch Negative; -- $2.4 million Class N2 downgraded to 'CCC/DR2' from 'BBB'; -- $3.2 million Class N3 downgraded to 'C/DR5' from 'BB'. Underlying Transaction: Soundview Home Loan Trust 2007-OPT3 The rating actions reflect actual pay-down performance of the NIM securities to date compared to initial projections, as well as, changes that Fitch previously made to its subprime loss forecasting assumptions for the underlying transactions. SOUTHWEST CHARTER: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Southwest Charter Lines, Inc. 436 S. Hamilton Ct. Gilbert, AZ 85233 Bankruptcy Case No.: 08-06252 Type of Business: The Debtor provides transportation services. See http://www.swcl.com/ Chapter 11 Petition Date: May 29, 2008 Court: District of Arizona (Phoenix) Judge: Randolph J. Haines Debtor's Counsel: Michael T. Reynolds, Esq. Email: mreynolds@cmpbglaw.com Theodore P. Witthoft, Esq. Email: twitthoft@cmpbglaw.com Collins, May, Potenza, Baran & Gillespie 2210 Bank One Ctr. 201 N. Central Ave. Ste. 2210 PHOENIX, AZ 85073 Tel: (602) 252-1900 Fax: (602) 252-1114 http://www.cmpbglaw.com Total Assets: $12,907,933 Total Debts: $12,352,275 Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ NES Rentals $119,897 P.O. Box 8500-1226 Philadelphia, PA 19178-1226 Enterprise Rent-a-Car $70,287 (El Paso) 4000 Dyer, Ste. C El Paso, TX 79916-4006 Liberty Fleet Services, LLC $59,000 P.O. Box 635 Cypress, TX 77410 Puget Sound Leasing $51,518 Wagner Rents $40,416 Cheifetz, Iannitelli, $39,769 Marcolini, PC The Mobile Storage Group $32,638 Nueces Power Equipment $31,200 MCI Service Parts Inc. $31,025 Rugged Rental $30,245 Fying J., Inc. $29,422 Internal Revenue Service $28,744 Thermo King Corp. $26,253 Trinity Financial Lease $25,525 Kate Robinson $23,000 Pacific Pride-Cooper Petroleum $18,209 Kingston Sales $16,285 Southwest International $16,246 AT&T Smart Yellow Pages $15,983 The Arizona Republic $15,840 STACK 2005-2: Poor Credit Quality Cues Moody's to Junk Ratings -------------------------------------------------------------- Moody's Investors Service has downgraded and left on review for possible further downgrade ratings of two classes of notes issued by Stack 2005-2, Ltd. The notes affected by rating action are: Class Description: up to $350,000,000 Class A Notes due 2046, which consist of Class A-1 Senior Variable Funding Floating Rate Notes due 2046 and Class A-2 Senior Floating Rate Notes due 2046 -- Prior Rating: Baa3, on review for possible downgrade -- Current Rating: Caa2, on review for possible downgrade Class Description: $50,000,000 Class B Senior Floating Rate Notes due 2046 -- Prior Rating: B3, on review for possible downgrade -- Current Rating: Caa3, on review for possible downgrade The rating actions taken reflect deterioration in the credit quality of the underlying collateral as well as the occurrence of an Event of Default, as reported by the Trustee on April 1, 2008, caused by a failure of the Class A/B Par Value Coverage Ratio to equal or exceed 100%, as required under Section 5.1(d) of the Indenture dated Dec. 20, 2005. As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, certain parties to the transaction may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. In this regard, Moody's has received notification from the Trustee that a Majority of the Controlling Class directed the Trustee to proceed with the sale and liquidation of the Collateral in accordance with relevant provisions of the transaction documents. The severity of losses applicable to each tranche of the CDO may vary depending on the outcome of the liquidation. For this reason the ratings assigned to the Class A and Class B notes remain on review for further rating action. SUNCREST LLC: Allowed Access to Lenders' DIP Loan, Cash Collateral ------------------------------------------------------------------ The Hon. William T. Thurman of the U.S. Bankruptcy for the District of Utah authorized SunCrest LLC to obtain, on a final basis, up to $1,050,00 in postpetition financing -- including the use of cash collateral -- from WB Land Investments LP and Zion First National Bank, as lenders, pursuant to a restructuring and reorganization agreement dated March 27, 2008. The Debtor has until June 30, 2008, to use the lenders cash collateral. Judge Thurman also authorized the Debtor to increase the facility by $163,332 and the budget for payment of a portion of professional fees and expenses of the Official Committee of Unsecured Creditors. The lenders agree to a $20,000 "carve-out" of their cash collateral interest for payments to professionals advisors to the Debtor or the committee. As adequate protection, the lenders will be granted a fully- perfected first priority senior security interest in and liens on all prepetition and postpetition property of the Debtor. A full-text copy of the restructuring and reorganization agreement is available for free at: http://ResearchArchives.com/t/s?2cf4 A full-text copy of the cash collateral budget is available for free at: http://ResearchArchives.com/t/s?2cf3 Headquartered in Draper, Utah, SunCrest LLC fdba Dae/Westbrook LLC -- http://www.suncrest.com-- develops mountaintop community in Draper. The company filed for Chapter 11 protection on April 11, 2008 (Bankr. D. Utah Case No.08-22302). The U.S. Trustee for Region 19 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. David E. Leta, Esq., and Engels Tejeda, Esq., at Snell & Wilmer in Salt Lake City, Utah, represent the Committee in this case. As reported in the Troubled Company Reporter on May 13, 2008, it listed total assets of $54,057,922 and total debts of $55,329,651. TEGRANT CORP: S&P Slashes Corporate Credit Rating to CCC+ from B- ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on DeKalb, Illinos-based Tegrant Corp. to 'CCC+' from 'B-' and removed the rating from CreditWatch, where it was placed with negative implications on April 15, 2008. At the same time, S&P lowered the ratings on the company's $265 million senior secured facilities to 'B' from 'B+' and the ratings on the company's $75 million second-lien term loan facility were lowered to 'CCC-' from 'CCC'. The recovery rating on the senior secured facilities remains '1', indicating S&P's expectation for very high (90% to 100%) recovery in the event of a payment default. The recovery rating on the second-lien term loan facility remains '6', indicating its expectation for negligible (0% to 10%) recovery in the event of a payment default. The outlook is negative. The downgrade reflects weaker-than-expected operating performance, a highly leveraged financial profile, and deteriorating liquidity. "We also have heightened concerns about the probability of a financial covenant violation in 2008 that could result in constrained liquidity," said Standard & Poor's credit analyst Anna Alemani, "or, if the covenant is amended, there could be meaningfully higher credit margins on the company's borrowings." The negative outlook also incorporates the potential that S&P will lower the ratings further if the company is unable to meaningfully improve its operating performance in the next few quarters because of generally weak economic conditions and elevated energy and raw material costs. With annual sales exceeding $400 million, Tegrant provides protective, retail, and temperature-assurance packaging products for a range of North American end markets, including consumer, health care, and auto components. TWL CORP: March 31 Balance Sheet Upside-Down by $23,270,319 ----------------------------------------------------------- TWL Corp.'s consolidated balance sheet at March 31, 2008, showed $14,278,863 in total assets and $37,549,182 in total liabilities, resulting in a $23,270,319 total stockholders' deficit. At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $4,150,412 in total current assets available to pay $24,330,715 in total current liabilities. The company reported a net loss of $2,810,600, on total net revenues of $5,440,928, for the third quarter ended March 31, 2008, compared with a net loss of $2,211,453, on total net revenues of $5,532,675, in the same period last year. The decrease in total net revenues is primarily attributable to a decrease in single event revenue. Single event revenue decreased $118,656, or 7.0%, to $1,560,337 for the three months ended March 31, 2008, compared to $1,678,993 for the three months ended March 31, 2007. This decrease was primarily attributable to budgetary constraints during 2008 of several large repeat customers that resulted in lower safety product sales when compared to the prior year. There was also a slight decrease in demand for private security training. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2008, are available for free at http://researcharchives.com/t/s?2cf7 Going Concern Doubt KBA Group LLP, in Dallas, Texas, expressed substantial doubt about TWA Corporation's ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended June 30, 2007. The auditing firm reported that the company has suffered recurring losses from operations, has used significant cash flows in operating activities and has liabilities significantly in excess of assets. About TWL Corporation Headquartered in Carrollton, Texas, TWL Corporation (OTC BB: TWLO) -- http://www.twlk.com/-- through its subsidiary TWL Knowledge Group Inc., is a global provider of integrated workplace learning solutions for skill development, compliance, safety, and emergency preparedness in the workplace. UAL CORP: Fitch Holds Ratings and Revises Outlook to Negative ------------------------------------------------------------- Fitch Ratings has revised the Rating Outlook for UAL Corp. and its principal operating subsidiary United Airlines, Inc. to Negative from Stable. Debt ratings for both entities have been affirmed as: -- UAL & United Issuer Default Ratings at 'B-'; -- United's secured bank credit facility (Term Loan and Revolving Credit Facility) at 'BB-/RR1'; -- Senior unsecured rating for United at 'CCC/RR6'. The bank facility rating applies to approximately $1.3 billion of funded term loan debt, and the unsecured rating applies to approximately $1.4 billion of outstanding notes. The Negative Rating Outlook reflects Fitch's view that the unprecedented rise in crude oil and jet fuel prices witnessed over the last several weeks will put increasing pressure on United's margins and cash flow generation capacity through the remainder of 2008, potentially forcing the carrier to consider asset sales or new financing to shore up liquidity in an increasingly challenging industry operating environment. United has taken steps in recent weeks to counter the fuel shock by cutting domestic available seat mile capacity after the summer, while negotiating covenant waivers with its credit facility lenders to ensure access to its $1.5 billion secured credit facility. Still, the magnitude of the recent fuel price spike is leading United and other large U.S. carriers to pursue fare and fee increases that may well begin to crimp air travel demand and undermine the industry's ability to partially offset fuel-related cash outflows in a weak macroeconomic environment. Ratings for UAL and United reflect the airline's highly levered balance sheet, volatile cash flow generation capacity, and ongoing susceptibility to intense fuel and revenue shocks in an industry that remains particularly vulnerable to macroeconomic risk. Following two years of improvements in cash flow generation and steady debt reduction in 2006 and 2007, United faces an increasingly difficult operating environment in 2008 that will likely lead to a deterioration in credit quality over the next few quarters. In a prolonged high fuel cost scenario that assumes no significant pull-back in crude oil and jet fuel prices through early 2009, United and all of the major U.S. carriers will face intensifying liquidity pressures--particularly if an extended economic slowdown drives a sharp reduction in air travel demand. However, it is important to note that United's unencumbered asset holdings give it some room to maneuver with respect to liquidity preservation in a deep industry downturn. United's current unencumbered fleet of 113 aircraft could be financed to shore up cash balances if free cash flow trends deteriorate further. The potential sale of other assets such as United's maintenance, repair and overhaul operations, spare parts, advance sales of Mileage Plus frequent flier miles and London Heathrow slots all represent sources of liquidity that could be tapped in the coming months if unrestricted cash balances fall closer to the $1.0 billion covenant level. Taking into account the impact of fuel hedges, United remains highly sensitive to volatility in jet fuel prices. Fitch estimates that the annual mainline fuel cost impact of a 10-cent change in jet fuel prices is approximately $220 million. A full year 2008 post-hedge average fuel price of $3.20 per gallon (well below current spot prices of about $4.00 per gallon) would translate into approximately $2.2 billion of incremental mainline fuel costs this year versus 2007. United's empty aircraft order book is a positive now, with no near-term aircraft capital commitments that would require access to debt capital markets. The large unencumbered asset base also offers United additional flexibility to reduce capacity further without incurring incremental aircraft ownership costs. Non- aircraft cash capital spending will be pulled down to approximately $450 million for the full year, and 2008 scheduled debt maturities total $678 million. The credit facility covenant waiver negotiated earlier this month suspends compliance with the facility's fixed charge coverage test for four quarters beginning in the current period. Compliance with a modified fixed charge coverage test will be measured on a quarterly basis beginning at the end of the June 2009 quarter. The minimum unrestricted cash requirement is now $1.0 billion. Assuming steady fuel prices and worsening operating trends through the remainder of 2008, United is not likely to breach the minimum cash covenant this year. However, further energy price shocks could accelerate cash outflows late in the year and into the seasonally weak cash generation periods of Q408 and Q109-- potentially forcing United to sell or mortgage unencumbered assets. United's two primary credit card processing agreements provide for the holdback of cash by processors in certain circumstances. As of March 31, United reported $319 million in credit card holdbacks, classified as restricted cash on the balance sheet. United's largest processor agreement provides for additional holdbacks, but covenants are linked to those in the credit facility at a reduced threshold. There is no fixed charge coverage test for the next four quarters. For the second processing agreement, there are currently no holdbacks. However, the processing institution could require the posting of cash collateral if certain material adverse changes occur. Although the Delta-Northwest merger announcement in April initially increased the likelihood of a follow-on consolidating transaction involving United, execution risk related to the closing of any airline merger by early 2009 is high, particularly in light of the fuel crisis and organized labor's skepticism about the merits of consolidation. Importantly, any capacity rationalization and cost savings linked to mergers would have to wait until early 2009 at the earliest--following a lengthy antitrust review by the U.S. Department of Justice. In Fitch's view, industry consolidation could lay the foundation for more rational capacity decision-making in highly competitive domestic markets and would mitigate the impact of economic cycles on airline cash flow. Further negative rating actions, including a downgrade of the IDR into the 'CCC' category) could follow if sustained high jet fuel prices (above $3.50 per gallon) through the summer, coupled with weakening revenue per available seat mile trends and softening air travel demand drive substantially negative free cash flow and force United to borrow heavily to avoid intensifying liquidity pressure moving into 2009. US AIRWAYS: Fitch Cuts Ratings After Spike on Crude & Jet Oil Cost ------------------------------------------------------------------ Fitch Ratings has downgraded the debt ratings of US Airways Group, Inc. as: -- Issuer Default Rating to 'CCC' from 'B-'; -- Secured term loan rating to 'B/RR1' From 'BB-/RR1'; -- Senior unsecured rating to 'CC/RR6' from 'CCC/RR6'. Fitch's ratings apply to approximately $1.7 billion in outstanding debt. The Rating Outlook is Negative. The downgrade follows the unprecedented spike in crude oil and jet fuel costs that continues to erode margins and operating cash flow generation for LCC and all of its competitors in the U.S. airline industry. Given the dramatic rise in energy prices, Fitch believes that the potential for a liquidity squeeze in early 2009 has increased significantly. Assuming no dramatic pull-back in jet fuel prices later in the year and increasing softness in domestic air travel demand as the U.S. economic slowdown continues, Fitch believes that LCC's unrestricted liquidity could decline toward the covenant level in its secured term loan facility by early next year. The 'CCC' IDR reflects the growing likelihood of a constrained liquidity position, as well as LCC's limited flexibility in raising additional cash through asset sales or new financings. Because LCC's average length of haul tends to be shorter than that of the other legacy carriers, the airline's financial results are relatively more sensitive to swings in the price of jet fuel. Each 10-cent change in the average price of jet fuel for LCC drives approximately $120 million of annual mainline operating costs. While the carrier has hedged a considerable portion of expected 2008 fuel consumption, an increase in the full-year 2008 average jet fuel price to $3.30 per gallon from $2.20 per gallon in 2007 would result in approximately $1.2 billion of mainline expense pressure from fuel alone this year. With current jet fuel spot prices near $4.00 per gallon, a quick reversal in fuel prices would be necessary if LCC is to avoid an erosion of its cash position by Q109. On the revenue side, industry fare initiatives aimed at offsetting the intense fuel pressure will likely boost yields on reduced domestic capacity, particularly after August as legacy carriers reduce their domestic schedules. Corresponding adjustments in domestic capacity will be somewhat constrained at LCC in 2008, however, by pilot contract fleet and aircraft utilization minimums that could reduce the airline's near-term flexibility in dealing with a worsening revenue and fuel environment. In 2009, LCC is expected to have more flexibility to reduce capacity, if needed. Current unrestricted cash and investments totaled $2.1 billion at the end of the first quarter, while an additional $295 million in auction-rate securities was classified as non-current assets on LCC's balance sheet. The carrier also had approximately $460 million of restricted cash and investments at March 31. The reported value of ARS at March 31 reflected a $58 million decline in fair market value for those securities from year-end 2007. The company reported in April that an amendment to the agreement with its credit card processor, Chase, would reduce its expected level of reserves by $67 million from the $182 million in cash collateral reported at March 31, 2008. Most of LCC's monetizable asset base is encumbered as part of various debt and lease agreements. Unlike some of its larger legacy carrier competitors, LCC retains no large non-core assets that could be sold to shore up its cash position in anticipation of prolonged fuel price pressure and continuing losses. However, the airline could have some smaller opportunities to raise cash, if needed, including the sale of part or all of its Embraer 190 fleet or the sale and leaseback of other aircraft. The $1.6 billion secured term loan is well collateralized by landing slots, spare parts, cash in control accounts and other assets, supporting the recovery rating of 'RR1' on the facility. This suggests that lenders would likely recover 90% or more of principal in a post-default scenario. In addition to the credit facility's $1.25 billion minimum liquidity covenant, LCC is required to keep at least $750 million in accounts subject to control agreements at all times, as well as maintain a collateral coverage ratio of 1.25 times. Although the Delta-Northwest merger announcement in April initially increased the likelihood of a follow-on consolidating transaction, potentially involving LCC, execution risk related to the closing of any airline merger by early 2009 is significant, particularly in light of the fuel crisis and organized labor's skepticism about the merits of consolidation. Importantly, any capacity rationalization and cost savings linked to mergers would have to wait until early 2009 at the earliest--following a lengthy antitrust review by the U.S. Department of Justice. In Fitch's view, industry consolidation would ultimately lay the foundation for more rational capacity decision-making in highly competitive domestic markets and would mitigate the impact of economic cycles on airline cash flow. Fitch could further downgrade LCC's IDR to 'CC' or 'C' in the coming months if a continuation of adverse fuel price trends and weak unit revenue growth increases the likelihood that the airline will breach its term loan liquidity covenant. Any significant increases in credit card processor holdbacks linked to adverse operating developments could further limit LCC's financial flexibility and prompt an additional downgrade. USEC INC: Inks $92 Mil. Manufacturing Contract with Teledyne Brown ------------------------------------------------------------------ On May 21, 2008, USEC Inc. entered into a contract with Teledyne Brown Engineering, Inc. for the manufacture of 540 gas centrifuge service modules for USEC's American Centrifuge uranium enrichment plant in Piketon, Ohio. The contract was awarded by Flour Corporation acting as the agent for and on behalf of USEC. Fluor Corporation serves as the engineering, procurement and construction manager for USEC's American Centrifuge plant. Pricing under the contract for the remaining 540 service modules also consists of reimbursement of Teledyne Brown's costs plus a fixed fee. The contract provides for an estimated total cost and fixed fee of approximately $92 million and Teledyne Brown has agreed to use its best efforts to perform the work specified under the contract within the estimated cost. USEC is not obligated to reimburse Teledyne Brown for costs incurred in excess of the estimated cost. However, Teledyne Brown is not obligated to continue performance or incur costs in excess of the estimated cost unless USEC increases the estimated total cost of the contract. Under the contract, USEC will make monthly progress payments based on actual costs incurred and invoiced by Teledyne Brown. Prior to completion of the contract, USEC may terminate the contract for convenience and is liable for all costs incurred but not previously paid, including liability for termination of Teledyne Brown's subcontractors, plus a percentage of Teledyne Brown's fixed fee equal to the percentage of the work completed. Service modules are welded, steel frame structures with pipe headers and valves, control and instrument cabling, ventilation ductwork and electrical distribution cables. The individual machine isolation valves, power controls and instrumentation package are mounted on the service modules. These service modules can accommodate up to 20 centrifuge machines and are connected in series to support centrifuge cascade operations. In January 2008, Teledyne Brown was awarded a contract to provide the initial 36 service modules for the American Centrifuge plant. The initial contract was awarded on a cost plus fixed fee basis with a total estimated cost, including fee, of approximately $19 million. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- a global energy company, is a supplier of enriched uranium fuel for commercial nuclear power plants. * * * As reported in the Troubled Company Reporter on Sept. 28, 2007, Standard & Poor's Ratings Services assigned its 'CCC' senior unsecured rating to USEC Inc.'s $500 million 3% convertible senior unsecured notes due Oct. 1, 2014. At the same time, S&P affirmed its 'B-' corporate credit rating on the company. The outlook is negative. VANILLA GORILLA: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Vanilla Gorilla, LLC 108 Landmark Drive Greensboro, NC 27409 Bankruptcy Case No.: 08-10785 Chapter 11 Petition Date: May 27, 2008 Court: Middle District of North Carolina (Greensboro) Judge: William L. Stocks Debtor's Counsel: Rayford K. Adams, III, Esq. 101 W. Friendly Ave., Suite 500 P. O. Box 20570 Greensboro, NC 27420 Tel: (336) 273-1600 e-mail: RKAdams@greensborolaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor does not have any creditors who are not insiders. VERDIER PLANTATION: Case Summary & 29 Largest Unsecured Creditors ----------------------------------------------------------------- Lead Debtor: Verdier Plantation, LLC 2 Verdier Plantation Rd. Bluffton, SC 29910 Bankruptcy Case No.: 08-03201 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Verdier Townhome, LLC 08-03207 Type of Business: The Debtors offers a range of real estate development, construction management, maintenance and property management services. See http://www.verdierplantation.com/ Chapter 11 Petition Date: May 30, 2008 Court: District of South Carolina (Charleston) Judge: John E. Waites Debtors' Counsel: R. Geoffrey Levy, Esq. 2300 Wayne St. Columbia, SC 29201 Tel: (803) 256-4693 Email: llfecf@levylawfirm.org Verdier Plantation, LLC's Financial Condition: Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million A. Verdier Plantation, LLC's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ World Design Marketing $37,839 Attn: Susan D'Anna P.O. Box 7742 Hilton Head Isla, SC 29938 Tel: (843) 686-2228 Malphrus Utilities, LLC $31,786 P.O. Box 352 Ridgeland SC 29936 Tel: (843) 247-4431 Savannah Morning News $20,523 P.O. Box 3117 Savannah GA 31402-3117 Tel: (913) 652-0286 The Island Packet $19,402 Lowcountry Newspapers Russ Ehnen Architect $18,735 Southern Destinations, LLC $14,900 Pressure Washing Services, LLC $12,705 Marlin Outdoor Advertising $11,500 HSA Engineers & Scientists $11,250 Rare Earth Sciences, Inc. Acton Mobile Industries $9,618 Down South Publishers, Inc. $8,244 Adventure Communications, Inc. $7,417 Sands Publishing Co. $5,676 CSJ Media, Inc. $4,950 Hilton Head Monthly $4,526 Low Country Event Rentals $4,014 Palmetto Electric Cooperative $3,690 WHHI $3,400 Real Estate Resource Book $3,009 Herndon, Inc. $2,614 B. Verdier Townhome, LLC's Nine Largest Unsecured Creditors: Entity Claim Amount ------ ------------ J. Banks Design Group, Inc. $70,350 1303 Main St. P.O. Box 22835 Hilton Head Isla, SC 29926 Tel: (843) 681-5122 Jones Patterson Simpson Newton $5,935 P.O. Drawer 7049 Hilton Head Isla, SC 29938 Tel: (843) 842-6111 Jon Bunten $4,560 2800 Commerce Tower, 911 Main St. Kansas City MO 64105 Tel: (816) 265-4104 Palmetto Electric Coop, Inc. $2,282 BJWSA $595 Cobb & Cole $295 SCE&G $176 Hargray $144 Hargray $122 VI-JON INC: S&P Holds All Ratings, Changes Outlook to Positive -------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on St. Louis, Missouri-based Vi-Jon Inc. to positive from stable. At the same time, S&P affirmed all of its ratings on the company, including the 'B' corporate credit rating. Vi-Jon had about $195 million in adjusted debt outstanding as of March 31, 2008. "The outlook revision reflects the company's improved credit protection measures as a result of its successful integration of the Cumberland Swan business, solid operating performance, and debt reduction," explained Standard & Poor's credit analyst Bea Chiem. WARNER MUSIC: S&P Holds 'BB-' Credit Rating, Removes Neg. Watch --------------------------------------------------------------- Standard & Poor's Rating Services affirmed its ratings on New York City-based Warner Music Group Corp., including its 'BB-' corporate credit rating, based on its expectation that the company will have sufficient resources to meet its financial covenant step-downs over the near term. S&P removed all ratings from CreditWatch with negative implications, where they were placed on Feb. 22, 2007. At the same time, S&P raised its rating on the company's $1.65 billion senior secured credit facility to 'BB' from 'BB-' and revised the recovery rating to '2' from '4'. The '2' recovery rating indicates our expectation that lenders can expect substantial (70%-90%) recovery in the event of a payment default. The outlook is negative. S&P also assigned recovery ratings to WMG's �100 million 8.125% senior subordinated notes due 2014, its $465 million 7.375% senior subordinated notes due 2014, and senior discount notes due 2014. The issue-level ratings remain unchanged at 'B'. S&P assigned a recovery rating of '6' to the debt, indicating its expectation of negligible (0%-10%) recovery in the event of a payment default. "Our continuing concerns about WMG'S profitability as it transitions to a digital business model," said Standard & Poor's credit analyst Michael Altberg, "are somewhat tempered by the termination of its dividend and its focus on significantly reducing acquisitions." S&P believe that as a result, there should be sufficient cash balances as a cushion against its net leverage covenant. WELLS FARGO: Fitch Cuts Rating on $2.8MM Notes to C/DR6 from BB --------------------------------------------------------------- Fitch Ratings has taken rating actions on Wells Fargo Home Equity Trust Net Interest Margin Securities, series 2007-2 as: -- $2.2 million class A affirmed at 'A-'; -- $4.5 million class B downgraded to 'B' from 'BBB-' and placed on Rating Watch Negative; -- $2.8 million class C downgraded to 'C/DR6' from 'BB'. Underlying Transaction: Wells Fargo Home Equity Asset-Backed Securities 2007-2 Trust The rating actions reflect actual pay-down performance of the NIM securities to date compared to initial projections, as well as, changes that Fitch previously made to its subprime loss forecasting assumptions for the underlying transactions. WENTWORTH ENERGY: Earbs $2,238,452 in 2008 First Quarter -------------------------------------------------------- Wentworth Energy Inc. reported net income of $2,238,452, on total revenue of $78,113, for the first quarter ended March 31, 2008, compared with net income of $33,017,498, on total revenue of $1,029,780, in the same period in 2007. The decrease in net income was principally due to the decrease in the non-cash gain on the derivative liabilities as a result of the change in their fair values. The non-cash gain was $5,772,352 and $37,998,022 for the three months ended March 31, 2008, and 2007, respectively. Revenue from oil and gas sales was $78,113 for the three months ended March 31, 2008, compared to $164,617 for the three months ended March 31, 2007. The decline in production revenue was primarily due to the shut-in of the two main producing wells namely Bracken #1 and Redlake #1R during December of 2007. Consequently, revenue for three months ending March 31, 2008, was mainly derived from royalties of $45,000 and production from Shiloh #1 and #3 of $33,000. There was no revenue from drilling operations for the three months ended March 31, 2008, and $865,163 in revenue for the three months ended March 31, 2007. Operating costs totaled $1,747,377 for the three months ended March 31, 2008, compared to $4,424,014 for the three months ended March 31, 2007. The decrease in expenses was primarily due to the decrease of $1,646,505 in general and administrative expenses. Loss from operations was $1,669,264 during the three months ended March 31, 2008, compared to $3,394,234 during the three months ended March 31, 2007. Balance Sheet At March 31, 2008, the company's consolidated balance sheet showed $41,005,206 in total assets, $22,284,864 in total liabilities, and $18,720,342 in total stockholders' equity. The company's consolidated balance sheet at March 31, 2008, also showed strained liquidity with $2,910,612 in total current assets available to pay $20,942,463 in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2008, are available for free at http://researcharchives.com/t/s?2cff Going Concern Doubt Hein & Associates LLP, in Dallas, expressed substantial doubt aobut Wentworth Energy Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's significant recurring losses from operations and working capital deficiency. About Wentworth Energy Headquartered in Palestine, Texas, Wentworth Energy Inc. (OTC BB: WNWG) -- http://www.wentworthenergy.com/-- is an independent exploration and production company focused on developing North American oil and natural gas reserves. The company owns a 27,557- acre mineral block in east central Freestone County and west central Anderson County in the active East Texas Basin, as well as an active oil and gas contract drilling company, Barnico Drilling Inc., which has serviced East Texas drilling demand since the late 1970s. WM ASSET: Fitch Slashes Ratings on Two Classes of Notes to 'C/DR6' ------------------------------------------------------------------ Fitch Ratings has taken rating actions on 6 WM Asset Holdings Corp. Net Interest Margin Notes. WM Asset Holdings Corp. CI 2006-6 -- $11 million Class N-1 notes downgraded to 'C/DR6' from 'BB', removed from Rating Watch Negative; -- $8 million Class N-2 notes affirmed at 'C/DR6'; -- $8.9 million Class N-3 notes affirmed at 'C/DR6'; Underlying Transaction: Long Beach 2006-6 WM Asset Holdings Corp. CI 2006-7 -- $11.8 million Class N-1 notes downgraded to 'C/DR6' from 'BB', removed from Rating Watch Negative; -- $11.3 million Class N-2 notes affirmed at 'C/DR6'; -- $9.9 million Class N-3 notes affirmed at 'C/DR6'; Underlying Transaction: Long Beach 2006-7 The rating actions reflect actual pay-down performance of the NIM securities to date compared to initial projections, as well as, changes that Fitch previously made to its subprime loss forecasting assumptions for the underlying transactions. * S&P Says Credit Quality of US Homebuilders Continues to Fall -------------------------------------------------------------- The credit quality of U.S. homebuilders continued to deteriorate during the first half of 2008, as home prices fell at historic rates and housing inventories remained elevated in advance of a possible surge in foreclosures, according to a recent report published by Standard & Poor's Ratings Services. Since publishing its last homebuilding industry report card on Feb. 25, 2008, Standard & Poor's has lowered its ratings on 11 companies, bringing the year-to-date total to 22 negative rating actions. "Underlying the downgrades were large, charge-driven losses that reduced shareholder equity, raised leverage levels, and eroded several companies' tangible-net-worth cushions," said Standard & Poor's credit analyst James Fielding. "More-vulnerable companies also faced more severe liquidity constraints." Standard & Poor's expects market pressure to continue to weigh on ratings in the sector. "We believe that builders, as a group, are unlikely to report significantly improved earnings through the balance of the year because the traditionally busy spring selling season never materialized," Mr. Fielding noted. Recent quarterly new orders were about one-third lower than they were a year ago, and builders' contract backlogs are down by roughly half. "In our opinion, better-positioned builders will need to keep downsizing their inventory holdings and rationalize overhead to restore profitability, while those with weaker positions will need to generate and retain cash flow to bolster liquidity or raise equity to recapitalize overleveraged balance sheets," Mr. Fielding said. Standard & Poor's noted that builders were battered last year as supply spiked and the mortgage market tightened, and that, in its view, this year the economy seems to have faltered at last. In addition, despite rapidly falling prices, Standard & Poor's has observed that many potential buyers are still reluctant to buy a new home. "The good news is that new construction has slowed considerably, and we now expect total housing starts to fall to just 890,000 units for the year, the lowest level since World War II," Mr. Fielding said. "Moreover, home prices should continue to drop through early 2009 and then stabilize as the sharply lower production levels gradually help address excess inventory." Depreciating land assets are exacerbating covenant pressure, as lower home prices and a slower sales pace compelled homebuilders once again to reevaluate the book values of their real estate holdings. "We now expect that several companies will need to approach their lenders for the second or third time to seek covenant relief," Mr. Fielding said. "If lenders hold true to recent form, they will reduce borrowing capacity, increase costs, and possibly require collateral in exchange for such amendments." * AlixPartners Names Frederick Crawford as CEO and Board Member --------------------------------------------------------------- The board of directors of AlixPartners LLP disclosed that managing director Frederick A. Crawford has been appointed as chief executive officer and will join the AlixPartners board of directors, effective June 1. Michael Grindfors is stepping down from the CEO position for personal reasons after having led the firm for the last seven years, and will assume the position of vice chairman. Philip U. Hammarskjold, a managing director of the private-equity firm Hellman & Friedman LLC, will continue to serve as chairman of the board. In addition to his position as a managing director and a member of the operating committee of AlixPartners, Mr. Crawford has served as co-head of the firm's Performance Improvement practice, where he was instrumental in driving the unit's rapid growth in recent years. Besides being a strategist, he is also a restructuring professional. He has led several major client engagements at AlixPartners, including serving as chief restructuring officer of a major retailer where he helped improve operating earnings 70% and add $2.7 billion in shareholder value. Prior to joining AlixPartners in 2004, Mr. Crawford led executive functions and business units at other private and publicly-held professional services firms. He served as the chief sales, marketing and strategic planning officer for North America at Cap Gemini Ernst & Young, nka Capgemini, and as executive vice president and managing director of that firm's $1.6 billion Global Consumer Products, Retail and Distribution practice. "[Mr.] Crawford is a talented and proven leader, and an ideal candidate to lead AlixPartners in its next phase of growth," said Mr. Hammarskjold. "He brings a wealth of experience to the CEO position, both as a consultant and an operational manager, and Fred also embodies the values that stand at the foundation of the firm. During his time at AlixPartners, he has led several of the firm's most successful engagements and has demonstrated that he has the right mix of personal, technical and leadership skills to be an outstanding CEO. "On behalf of the board and the employees of AlixPartners, we thank [Mr.] Grindfors for his invaluable service to the firm and look forward to his continuing contributions as vice chairman," Mr. Hammarskjold continued. "He has been integral to the growth and success of AlixPartners during his tenure as CEO. Under his leadership, AlixPartners has grown from a firm with only three offices in the U.S. and revenues of less than $80 million to a global organization with 13 offices across North America, Europe and Asia and with revenues in excess of $500 million. "I am honored to have the opportunity to work with [Mr.] Grindfors, our co-presidents Stefano Aversa and Peter Fitzsimmons, and the many other talented professionals at AlixPartners," Mr. Crawford stated. "Our firm is an industry leader in addressing complex, urgent client situations, and I believe that we have a tremendous growth opportunity ahead of us. I add my sincere thanks to [Mr. Grindfors] for all that he has done to help make AlixPartners one of the world's leading business advisory firms. "AlixPartners is a unique and successful firm, and I am gratified to have led it for the past seven years," Mr. Grindfors said. "While the decision to step down as CEO was a difficult one, I know it is the right decision for my family and me. I am extremely proud of AlixPartners' accomplishments - we have strengthened our position as a leading firm in our field with superior financial strength, an incredible base of talented professionals and remarkable results for our clients. "I am confident that [Mr. Crawford] is the right person to continue to build on AlixPartners' strong platform and to further enhance the firm's reputation around the globe," Mr. Grindfors added. "And, as vice chairman, I very much look forward to helping him succeed, and in continuing to contribute to the firm's growth and prosperity." Mr. Crawford holds an MBA with a concentration in management and administration from Indiana University, and has Bachelor's degrees in operations management and psychology from Michigan State University. He is the co-author of The New York Times best- selling book "The Myth of Excellence," which details his research on consumer motivation and corporate strategic response. About AlixPartners Headquartered in Southfield, Michigan, AlixPartners -- http://www.alixpartners.com/-- is a global performance improvement, corporate turnaround and financial advisory services firm. The AlixPartners' "one-stop-shop" suite of services range from operational performance improvement and financial restructuring across all major corporate disciplines (manufacturing, supply chain, IT, sales and marketing, etc.), to financial advisory services (including financial reporting, corporate governance and investigations) to technology-enabled restructuring and claims management. The firm has more than 500 employees, and has offices in Chicago, Dallas, Detroit, Dusseldorf, London, Los Angeles, Milan, Munich, New York, Paris, San Francisco and Tokyo. * BOND PRICING: For the Week of May 26 - May 31, 2008 ----------------------------------------------------- Issuer Coupon Maturity Bid Price ------ ------ -------- --------- AIRTRAN HOLDINGS 7.000% 7/1/2023 73.5000 BOWATER INC 9.500% 10/15/2012 61.8750 BOWATER INC 6.500% 6/15/2013 60.0000 BOWATER INC 9.375% 12/15/2021 60.0000 AMBAC INC 5.950% 12/5/2035 54.0000 AMBAC INC 6.150% 2/7/2087 32.2500 AMERICREDIT CORP 0.750% 9/15/2011 72.5000 AMERICREDIT CORP 2.125% 9/15/2013 66.7500 ALESCO FINANCIAL 7.625% 5/15/2027 59.1000 ANTIGENICS 5.250% 2/1/2025 45.4550 ATHEROGENICS INC 4.500% 9/1/2008 51.5000 ATHEROGENICS INC 4.500% 3/1/2011 11.6310 ATHEROGENICS INC 1.500% 2/1/2012 10.1250 ASSURED GUARANTY 6.400% 12/15/2066 74.0000 ALLEGIANCE TEL 11.750% 2/15/2008 7.3200 ALLEGIANCE TEL 12.875% 5/15/2008 6.8000 ALION SCIENCE 10.250% 2/1/2015 69.0000 LUCENT TECH 6.500% 1/15/2028 75.2500 AMD 6.000% 5/1/2015 66.9325 AMD 6.000% 5/1/2015 67.2350 AMER TISSUE INC 12.500% 7/15/2006 0.2500 AMES TRUE TEMPER 10.000% 7/15/2012 61.0000 AMBASSADORS INTL 3.750% 4/15/2027 52.0000 AMR CORP 9.200% 1/30/2012 70.0000 AM AIRLN EQ TRST 10.680% 3/4/2013 65.0000 AMERICAN AIRLINE 9.730% 9/29/2014 71.5000 AMR CORP 9.000% 9/15/2016 71.0000 AMERICAN AIRLINE 8.390% 1/2/2017 68.0400 AMR CORP 10.150% 5/15/2020 75.0000 AMR CORP 9.880% 6/15/2020 60.0510 AMR CORP 10.000% 4/15/2021 68.6630 AMR CORP 9.750% 8/15/2021 75.0000 EMPIRE GAS CORP 9.000% 12/31/2007 0.0090 ALERIS INTL INC 10.000% 12/15/2016 67.7500 ASHTON WOODS USA 9.500% 10/1/2015 55.5000 ASPECT MEDICAL 2.500% 6/15/2014 55.1210 ASPECT MEDICAL 2.500% 6/15/2014 55.0053 ALLTEL CORP 7.000% 3/15/2016 76.2500 ALLTEL CORP 6.800% 5/1/2029 63.0000 ALLTEL CORP 7.875% 7/1/2032 74.5000 AT HOME CORP 4.750% 12/15/2006 0.0100 AVENTINE RENEW 10.000% 4/1/2017 62.5000 BANK OF AMER CRP 4.500% 6/15/2028 77.7460 BANK NEW ENGLAND 8.750% 4/1/1999 8.0000 BUDGET GROUP INC 9.125% 4/1/2006 0.0100 BEARINGPOINT INC 3.100% 12/15/2024 42.6648 BEARINGPOINT INC 4.100% 12/15/2024 39.8401 BELL MICROPRODUC 3.750% 3/5/2024 70.2680 BALLY TOTAL FITN 13.000% 7/15/2011 68.0000 BANKUNITED CAP 3.125% 3/1/2034 42.5000 BURLINGTON NORTH 3.200% 1/1/2045 53.7360 NORTHERN PAC RY 3.000% 1/1/2047 51.0000 NORTHERN PAC RY 3.000% 1/1/2047 75.0000 BUFFETS INC 12.500% 11/1/2014 2.5000 BON-TON DEPT STR 10.250% 3/15/2014 75.5000 BORLAND SOFTWARE 2.750% 2/15/2012 68.7935 BORLAND SOFTWARE 2.750% 2/15/2012 68.3200 BRODER BROS CO 11.250% 10/15/2010 70.6250 BEAR STEARNS CO 6.000% 5/15/2037 85.0000 CAPMARK FINL GRP 6.300% 5/10/2017 73.0000 CROWN CORK &SEAL 7.500% 12/15/2096 80.6250 COMPUCREDIT 3.625% 5/30/2025 46.0000 COMPUCREDIT 5.875% 11/30/2035 38.5330 CLEAR CHANNEL 5.500% 9/15/2014 70.0000 CLEAR CHANNEL 4.900% 5/15/2015 66.2500 CLEAR CHANNEL 5.500% 12/15/2016 65.0000 CLEAR CHANNEL 6.875% 6/15/2018 69.2500 CLEAR CHANNEL 7.250% 10/15/2027 60.0000 CELL GENESYS INC 3.125% 11/1/2011 74.2360 COUNTRYWIDE HOME 5.000% 5/16/2013 69.8940 COUNTRYWIDE FINL 5.000% 5/11/2015 74.4000 COUNTRYWIDE HOME 5.900% 1/24/2018 65.0000 COUNTRYWIDE HOME 6.000% 1/24/2018 72.0000 COUNTRYWIDE HOME 5.500% 5/16/2018 67.5890 COUNTRYWIDE FINL 5.250% 5/11/2020 64.0610 COUNTRYWIDE FINL 5.250% 5/27/2020 63.1730 COUNTRYWIDE FINL 6.000% 3/23/2021 73.0000 COUNTRYWIDE FINL 6.000% 4/6/2021 69.5000 COUNTRYWIDE FINL 6.000% 4/13/2021 70.2980 COUNTRYWIDE FINL 6.125% 4/26/2021 68.2000 COUNTRYWIDE HOME 6.000% 5/16/2023 68.1300 COUNTRYWIDE FINL 6.000% 3/16/2026 61.2550 COUNTRYWIDE HOME 6.150% 6/25/2029 72.2660 COUNTRYWIDE HOME 6.200% 7/16/2029 63.5000 COUNTRYWIDE HOME 6.000% 7/23/2029 61.2660 COUNTRYWIDE FINL 6.000% 11/22/2030 58.8200 COUNTRYWIDE FINL 5.750% 1/24/2031 66.2980 COUNTRYWIDE FINL 5.800% 1/27/2031 67.7730 COUNTRYWIDE FINL 6.000% 11/14/2035 58.9790 COUNTRYWIDE FINL 6.000% 12/14/2035 58.8610 COUNTRYWIDE FINL 6.000% 2/8/2036 59.2790 COUNTRYWIDE FINL 6.300% 4/28/2036 65.3000 CHEMED CORP 1.875% 5/15/2014 76.5000 CHARMING SHOPPES 1.125% 5/1/2014 64.8750 CHS ELECTRONICS 9.875% 4/15/2005 99.9800 CHARTER COMM LP 5.875% 11/16/2009 67.0410 CHARTER COMM HLD 11.125% 1/15/2011 65.5000 CHARTER COMM HLD 10.000% 5/15/2011 63.0000 CHARTER COMM HLD 11.750% 5/15/2011 63.0000 CCH I LLC 11.125% 1/15/2014 57.9380 CCH I LLC 9.920% 4/1/2014 58.0000 CCH I LLC 10.000% 5/15/2014 58.0000 CHARTER COMM LP 6.500% 10/1/2027 55.3750 CIT GROUP INC 5.000% 11/15/2009 71.0000 CIT GROUP INC 4.700% 12/15/2009 75.0000 CIT GROUP INC 6.500% 3/15/2011 72.0000 CIT GROUP INC 5.250% 11/15/2011 68.5150 CIT GROUP INC 6.050% 5/15/2013 73.9790 CIT GROUP INC 5.200% 10/15/2013 69.5000 CIT GROUP INC 5.100% 11/15/2013 84.7010 CIT GROUP INC 5.050% 9/15/2014 72.0320 CIT GROUP INC 5.100% 10/15/2014 68.6250 CIT GROUP INC 5.750% 12/15/2015 72.6520 CIT GROUP INC 5.950% 9/15/2016 69.0200 CIT GROUP INC 6.050% 9/15/2016 72.2150 CIT GROUP INC 6.000% 11/15/2016 70.2000 CIT GROUP INC 5.800% 12/15/2016 68.2600 CIT GROUP INC 6.250% 8/15/2021 70.4700 CIT GROUP INC 6.150% 9/15/2021 67.4740 CIT GROUP INC 6.250% 9/15/2021 69.9250 CIT GROUP INC 6.250% 11/15/2021 70.0100 CIT GROUP INC 5.875% 12/15/2021 67.5000 CIT GROUP INC 6.100% 3/15/2067 52.0000 COLLINS & AIKMAN 10.750% 12/31/2011 0.0630 CLAIRE'S STORES 9.250% 6/1/2015 67.7500 CLAIRE'S STORES 9.625% 6/1/2015 59.0000 CLAIRE'S STORES 10.500% 6/1/2017 53.2500 COMERICA CAP TR 6.576% 2/20/2037 68.7500 CMP SUSQUEHANNA 9.875% 5/15/2014 71.5000 NEW PLAN REALTY 7.970% 8/14/2026 67.5500 NEW PLAN REALTY 7.650% 11/2/2026 66.2500 NEW PLAN REALTY 7.680% 11/2/2026 68.1250 NEW PLAN REALTY 6.900% 2/15/2028 67.6250 NEW PLAN REALTY 6.900% 2/15/2028 59.0000 NEW PLAN EXCEL 7.500% 7/30/2029 66.0000 NEW ORL GRT N RR 5.000% 7/1/2032 56.3332 CONSTAR INTL 11.000% 12/1/2012 60.2500 CONEXANT SYSTEMS 4.000% 3/1/2026 70.5250 COLOR TILE INC 10.750% 12/15/2001 99.9800 COMPLETE MGMT 8.000% 8/15/2003 0.0003 CARAUSTAR INDS 7.375% 6/1/2009 74.0000 CAPITALSOURCE 3.500% 7/15/2034 70.0000 CV THERAPEUTICS 3.250% 8/16/2013 73.5000 CITIZENS UTIL CO 7.050% 10/1/2046 71.5000 DELTA AIR LINES 9.875% 4/30/2008 49.0000 DELTA AIR LINES 8.000% 12/1/2015 57.0000 DELTA AIR LINES 10.500% 4/30/2016 49.0000 DECODE GENETICS 3.500% 4/15/2011 44.0000 DILLARD DEPT STR 7.750% 7/15/2026 82.0000 DILLARD DEPT STR 7.750% 5/15/2027 79.7500 DILLARDS INC 7.000% 12/1/2028 73.1000 DELTA MILLS INC 9.625% 9/1/2007 10.0000 DENDREON CORP 4.750% 6/15/2014 73.0000 DELPHI CORP 6.500% 8/15/2013 34.9380 DELPHI CORP 8.250% 10/15/2033 10.0000 DELPHI CORP 6.197% 11/15/2033 19.5000 DURA OPERATING 9.000% 5/1/2009 0.0100 DURA OPERATING 8.625% 4/15/2012 9.5000 ENCORE CAPITAL 3.375% 9/19/2010 73.5000 FORD MOTOR CRED 5.650% 11/21/2011 84.2100 FORD MOTOR CRED 5.650% 12/20/2011 74.8100 FORD MOTOR CRED 5.850% 1/20/2012 72.0000 FORD MOTOR CRED 6.250% 12/20/2013 72.0000 FORD MOTOR CRED 6.550% 12/20/2013 74.9800 FORD MOTOR CRED 5.650% 1/21/2014 72.4420 FORD MOTOR CRED 5.750% 1/21/2014 71.5450 FORD MOTOR CRED 5.750% 2/20/2014 66.5100 FORD MOTOR CRED 5.900% 2/20/2014 74.2870 FORD MOTOR CRED 6.050% 3/20/2014 74.0330 FORD MOTOR CRED 6.200% 4/21/2014 73.0000 FORD MOTOR CRED 6.800% 6/20/2014 74.0000 FORD MOTOR CRED 6.000% 11/20/2014 72.6090 FORD MOTOR CRED 6.000% 11/20/2014 75.6570 FORD MOTOR CRED 6.050% 12/22/2014 75.4120 FORD MOTOR CRED 6.050% 12/22/2014 72.0000 FORD MOTOR CRED 6.000% 1/20/2015 71.9600 FORD MOTOR CRED 6.150% 1/20/2015 74.0000 FORD MOTOR CRED 6.250% 1/20/2015 68.2200 FORD MOTOR CRED 6.000% 2/20/2015 70.0000 FORD MOTOR CRED 6.050% 2/20/2015 72.0000 FORD MOTOR CRED 6.100% 2/20/2015 70.3750 FORD MOTOR CRED 6.200% 3/20/2015 74.4290 FORD MOTOR CRED 6.250% 3/20/2015 73.0000 FORD MOTOR CRED 6.500% 3/20/2015 65.5000 FORD MOTOR CRED 6.800% 3/20/2015 72.0000 FORD MOTOR CRED 7.350% 3/20/2015 67.7550 FORD MOTOR CRED 7.350% 9/15/2015 75.1721 FORD MOTOR CRED 7.250% 7/20/2017 74.9190 FORD MOTOR CRED 7.400% 8/21/2017 71.0000 FORD MOTOR CO 6.500% 8/1/2018 72.5000 FORD MOTOR CO 7.125% 11/15/2025 71.0000 FORD MOTOR CO 7.500% 8/1/2026 71.5000 FORD MOTOR CO 6.625% 2/15/2028 65.0000 FORD MOTOR CO 6.625% 10/1/2028 66.1250 FORD MOTOR CO 6.375% 2/1/2029 65.6250 FORD MOTOR CO 7.450% 7/16/2031 73.7500 FORD MOTOR CRED 7.500% 8/20/2032 68.8210 FORD MOTOR CO 7.750% 6/15/2043 63.5000 FORD MOTOR CO 7.400% 11/1/2046 62.0000 FORD MOTOR CO 7.700% 5/15/2097 65.4000 FONTAINEBLEAU LA 10.250% 6/15/2015 72.6875 FRANKLIN BANK 4.000% 5/1/2027 30.2500 FIRST DATA CORP 5.625% 11/1/2011 57.0000 FIRST DATA CORP 4.700% 8/1/2013 49.5000 FIRST DATA CORP 4.850% 10/1/2014 45.0100 FIRST DATA CORP 4.950% 6/15/2015 48.5000 FAMILY GOLF CTRS 5.750% 10/15/2004 0.0100 FGIC CORP 6.000% 1/15/2034 16.7771 FEDDERS NORTH AM 9.875% 3/1/2014 5.0000 FINLAY FINE JWLY 8.375% 6/1/2012 40.5000 FINOVA GROUP 7.500% 11/15/2009 14.2500 FRONTIER AIRLINE 5.000% 12/15/2025 34.2500 FIBERTOWER CORP 9.000% 11/15/2012 78.1250 FULTON CAP TRUST 6.290% 2/1/2036 72.4600 FIVE STAR QUALIT 3.750% 10/15/2026 70.0000 FIVE STAR QUALIT 3.750% 10/15/2026 74.2300 BUILDING MAT COR 7.750% 8/1/2014 74.5000 MEDIANEWS GROUP 6.875% 10/1/2013 48.2500 MEDIANEWS GROUP 6.375% 4/1/2014 46.2500 GOLDEN BOOKS PUB 10.750% 12/31/2004 0.0100 GRANCARE INC 9.375% 9/15/2005 0.0100 GEORGIA GULF CRP 10.750% 10/15/2016 64.2500 GENERAL MOTORS 8.250% 7/15/2023 76.2500 GENERAL MOTORS 8.100% 6/15/2024 73.1250 GENERAL MOTORS 7.400% 9/1/2025 67.0000 GENERAL MOTORS 6.750% 5/1/2028 60.0000 GENERAL MOTORS 8.375% 7/15/2033 74.2500 GENERAL MOTORS 7.375% 5/23/2048 59.0000 GMAC 7.000% 1/15/2013 74.9400 GMAC 7.100% 1/15/2013 74.0000 GMAC 6.500% 2/15/2013 72.5950 GMAC 6.250% 3/15/2013 72.2640 GMAC 5.850% 5/15/2013 65.0000 GMAC 6.100% 5/15/2013 72.9170 GMAC 6.350% 5/15/2013 76.7810 GMAC 6.500% 5/15/2013 74.5000 GMAC 5.700% 6/15/2013 69.0450 GMAC 5.850% 6/15/2013 73.3490 GMAC 5.850% 6/15/2013 68.7800 GMAC 5.850% 6/15/2013 70.5000 GMAC 6.000% 7/15/2013 70.5230 GMAC 6.250% 7/15/2013 67.1100 GMAC 6.375% 8/1/2013 70.7700 GMAC 6.150% 9/15/2013 65.8200 GMAC 5.700% 10/15/2013 69.8000 GMAC 6.250% 10/15/2013 73.5000 GMAC 6.300% 10/15/2013 75.0000 GMAC 6.000% 11/15/2013 69.3300 GMAC 6.100% 11/15/2013 70.0000 GMAC 6.150% 11/15/2013 69.8400 GMAC 6.200% 11/15/2013 67.0000 GMAC 6.250% 11/15/2013 70.5530 GMAC 6.300% 11/15/2013 70.0000 GMAC 5.700% 12/15/2013 71.0000 GMAC 5.900% 12/15/2013 68.9860 GMAC 5.900% 12/15/2013 64.9340 GMAC 6.000% 12/15/2013 71.6670 GMAC 6.150% 12/15/2013 68.5000 GMAC 5.250% 1/15/2014 67.0000 GMAC 5.350% 1/15/2014 68.5000 GMAC 5.750% 1/15/2014 67.7300 GMAC 6.375% 1/15/2014 75.8200 GMAC 6.700% 5/15/2014 70.0000 GMAC 6.700% 5/15/2014 70.0800 GMAC 6.700% 6/15/2014 69.2900 GMAC 6.750% 6/15/2014 74.0000 GMAC 8.400% 8/15/2015 79.7750 GMAC 8.500% 8/15/2015 69.0000 GMAC 6.750% 7/15/2016 69.2000 GMAC 6.600% 8/15/2016 64.0900 GMAC 6.700% 8/15/2016 70.2400 GMAC 6.750% 8/15/2016 66.8900 GMAC 6.875% 8/15/2016 68.7300 GMAC 6.750% 9/15/2016 62.6250 GMAC 7.375% 11/15/2016 73.5000 GMAC 7.500% 11/15/2016 73.5500 GMAC 6.750% 6/15/2017 64.2190 GMAC 6.900% 6/15/2017 63.3400 GMAC 6.950% 6/15/2017 69.5000 GMAC 7.000% 6/15/2017 69.9080 GMAC 7.000% 7/15/2017 65.0000 GMAC 7.500% 8/15/2017 69.6090 GMAC 7.250% 9/15/2017 64.8600 GMAC 7.250% 9/15/2017 68.7650 GMAC 7.250% 9/15/2017 65.0000 GMAC 7.250% 9/15/2017 66.0000 GMAC 7.125% 10/15/2017 67.0000 GMAC 7.200% 10/15/2017 65.3900 GMAC 7.200% 10/15/2017 70.0000 GMAC 7.750% 10/15/2017 71.6740 GMAC 8.000% 10/15/2017 75.1250 GMAC 7.500% 11/15/2017 65.8800 GMAC 7.500% 11/15/2017 68.6880 GMAC 8.000% 11/15/2017 71.2500 GMAC 8.125% 11/15/2017 75.0000 GMAC 7.300% 12/15/2017 62.4800 GMAC 7.400% 12/15/2017 67.0810 GMAC 7.500% 12/15/2017 66.8090 GMAC 7.500% 12/15/2017 66.0500 GMAC 7.250% 1/15/2018 66.7570 GMAC 7.300% 1/15/2018 68.5000 GMAC 7.300% 1/15/2018 67.4960 GMAC 7.000% 2/15/2018 61.1250 GMAC 7.000% 2/15/2018 67.3080 GMAC 7.000% 2/15/2018 62.8750 GMAC 6.750% 3/15/2018 70.5000 GMAC 7.000% 3/15/2018 69.0000 GMAC 7.050% 3/15/2018 68.5000 GMAC 7.050% 3/15/2018 65.3600 GMAC 7.050% 4/15/2018 65.1550 GMAC 7.250% 4/15/2018 63.0000 GMAC 7.250% 4/15/2018 68.0000 GMAC 7.350% 4/15/2018 66.1250 GMAC 7.375% 4/15/2018 72.7500 GMAC 6.600% 5/15/2018 63.5000 GMAC 6.850% 5/15/2018 65.1000 GMAC 7.000% 5/15/2018 65.9010 GMAC 6.500% 6/15/2018 63.0000 GMAC 6.650% 6/15/2018 66.1060 GMAC 6.700% 6/15/2018 64.8000 GMAC 6.700% 6/15/2018 65.6030 GMAC 6.750% 7/15/2018 62.5000 GMAC 6.875% 7/15/2018 65.0400 GMAC 6.900% 7/15/2018 63.5400 GMAC 6.900% 8/15/2018 67.0000 GMAC 7.000% 8/15/2018 63.4820 GMAC 7.250% 8/15/2018 66.9200 GMAC 7.250% 8/15/2018 65.8500 GMAC 6.750% 9/15/2018 66.5630 GMAC 6.800% 9/15/2018 63.0170 GMAC 7.000% 9/15/2018 64.9120 GMAC 7.150% 9/15/2018 62.5000 GMAC 7.250% 9/15/2018 63.5370 GMAC 6.650% 10/15/2018 64.0000 GMAC 6.650% 10/15/2018 62.0000 GMAC 6.750% 10/15/2018 62.9530 GMAC 6.800% 10/15/2018 65.0000 GMAC 6.500% 11/15/2018 61.8160 GMAC 6.700% 11/15/2018 64.1700 GMAC 6.750% 11/15/2018 63.0080 GMAC 6.250% 12/15/2018 64.2500 GMAC 6.400% 12/15/2018 65.0700 GMAC 6.500% 12/15/2018 62.1200 GMAC 6.500% 12/15/2018 64.0000 GMAC 5.900% 1/15/2019 62.6120 GMAC 5.900% 1/15/2019 58.3500 GMAC 6.250% 1/15/2019 62.0990 GMAC 5.900% 2/15/2019 55.7700 GMAC 6.000% 2/15/2019 63.0000 GMAC 6.000% 2/15/2019 58.0000 GMAC 6.000% 2/15/2019 63.7500 GMAC 6.000% 3/15/2019 63.2000 GMAC 6.000% 3/15/2019 63.1000 GMAC 6.000% 3/15/2019 58.9900 GMAC 6.000% 3/15/2019 58.0000 GMAC 6.000% 3/15/2019 59.7500 GMAC 6.000% 4/15/2019 57.7500 GMAC 6.200% 4/15/2019 64.0000 GMAC 6.250% 4/15/2019 60.0000 GMAC 6.350% 4/15/2019 60.7100 GMAC 6.250% 5/15/2019 62.0550 GMAC 6.500% 5/15/2019 61.5610 GMAC 6.750% 5/15/2019 65.2900 GMAC 6.750% 5/15/2019 66.6480 GMAC 6.600% 6/15/2019 64.5000 GMAC 6.600% 6/15/2019 63.3300 GMAC 6.700% 6/15/2019 61.4440 GMAC 6.750% 6/15/2019 62.5000 GMAC 6.750% 6/15/2019 62.9100 GMAC 6.250% 7/15/2019 63.0000 GMAC 6.350% 7/15/2019 66.0000 GMAC 6.350% 7/15/2019 59.9800 GMAC 6.050% 8/15/2019 59.0200 GMAC 6.050% 8/15/2019 63.0000 GMAC 6.150% 8/15/2019 56.5000 GMAC 6.300% 8/15/2019 61.1600 GMAC 6.300% 8/15/2019 60.0900 GMAC 6.000% 9/15/2019 58.4100 GMAC 6.000% 9/15/2019 56.5500 GMAC 6.100% 9/15/2019 60.8750 GMAC 6.150% 9/15/2019 59.5600 GMAC 5.900% 10/15/2019 59.2000 GMAC 6.050% 10/15/2019 63.0000 GMAC 6.125% 10/15/2019 62.2000 GMAC 6.150% 10/15/2019 64.0000 GMAC 6.400% 11/15/2019 64.8000 GMAC 6.400% 11/15/2019 63.7420 GMAC 6.550% 12/15/2019 66.0000 GMAC 6.700% 12/15/2019 65.0000 GMAC 6.500% 1/15/2020 58.0000 GMAC 6.500% 2/15/2020 61.2600 GMAC 6.650% 2/15/2020 61.2600 GMAC 6.750% 3/15/2020 65.4720 GMAC 7.000% 2/15/2021 66.1400 GMAC 7.000% 9/15/2021 68.0000 GMAC 7.000% 9/15/2021 67.8700 GMAC 7.000% 6/15/2022 67.5000 GMAC 7.000% 11/15/2023 64.8750 GMAC 7.000% 11/15/2024 62.0700 GMAC 7.000% 11/15/2024 68.7000 GMAC 7.000% 11/15/2024 68.5000 GMAC 7.150% 1/15/2025 64.0000 GMAC 7.250% 1/15/2025 61.0000 GMAC 7.250% 2/15/2025 68.5000 GMAC 7.150% 3/15/2025 66.2500 GMAC 7.250% 3/15/2025 63.5410 GMAC 7.500% 3/15/2025 62.1220 GMAC 8.000% 3/15/2025 70.6600 OUTBOARD MARINE 10.750% 6/1/2008 10.0000 OUTBOARD MARINE 9.125% 4/15/2017 7.0000 REALOGY CORP 10.500% 4/15/2014 72.8750 REALOGY CORP 12.375% 4/15/2015 53.5000 HUNTINGTON NATL 5.375% 2/28/2019 69.8751 HUNTINGTON CAPIT 6.650% 5/15/2037 68.0000 COLUMBIA/HCA 7.500% 11/15/2095 73.7500 HERBST GAMING 8.125% 6/1/2012 22.5000 HERBST GAMING 7.000% 11/15/2014 21.5000 HARRAHS OPER CO 5.375% 12/15/2013 62.2500 HARRAHS OPER CO 5.625% 6/1/2015 58.0000 HARRAHS OPER CO 6.500% 6/1/2016 59.0000 HARRAHS OPER CO 5.750% 10/1/2017 56.2500 HUMAN GENOME 2.250% 8/15/2012 72.8750 HILTON HOTELS 7.500% 12/15/2017 73.2600 HINES NURSERIES 10.250% 10/1/2011 56.2500 K HOVNANIAN ENTR 8.875% 4/1/2012 71.0000 K HOVNANIAN ENTR 7.750% 5/15/2013 64.0000 K HOVNANIAN ENTR 6.500% 1/15/2014 72.2500 K HOVNANIAN ENTR 6.375% 12/15/2014 70.7500 K HOVNANIAN ENTR 6.250% 1/15/2015 72.2500 K HOVNANIAN ENTR 6.250% 1/15/2016 72.5000 K HOVNANIAN ENTR 7.500% 5/15/2016 72.2500 HERCULES INC 6.500% 6/30/2029 75.0000 HERCULES INC 6.500% 6/30/2029 80.5000 HUTCHINSON TECH 3.250% 1/15/2026 75.2500 HEADWATERS INC 2.500% 2/1/2014 68.0150 HAWAIIAN TELCOM 9.750% 5/1/2013 47.0000 HAWAIIAN TELCOM 12.500% 5/1/2015 30.5380 BORDEN INC 8.375% 4/15/2016 69.2500 BORDEN INC 9.200% 3/15/2021 56.0000 BORDEN INC 7.875% 2/15/2023 52.0500 IDEARC INC 8.000% 11/15/2016 69.6880 IMPERIAL CREDIT 9.875% 1/15/2007 0.0100 ION MEDIA 11.000% 7/31/2013 22.0000 ISOLAGEN INC 3.500% 11/1/2024 15.0000 INDALEX HOLD 11.500% 2/1/2014 70.0000 IRIDIUM LLC/CAP 10.875% 7/15/2005 0.6250 IRIDIUM LLC/CAP 11.250% 7/15/2005 1.0000 IRIDIUM LLC/CAP 13.000% 7/15/2005 1.1630 IRIDIUM LLC/CAP 14.000% 7/15/2005 0.7500 IT GROUP INC 11.250% 4/1/2009 0.2670 JETBLUE AIRWAYS 3.750% 3/15/2035 73.2500 JB POINDEXTER 8.750% 3/15/2014 78.5000 JONES APPAREL 6.125% 11/15/2034 66.0000 JP MORGAN CHASE 10.000% 7/31/2008 69.7500 JP MORGAN CHASE 10.900% 7/31/2008 69.4800 JP MORGAN CHASE 12.000% 7/31/2008 35.7000 JP MORGAN CHASE 9.500% 9/29/2008 70.0000 KEYSTONE AUTO OP 9.750% 11/1/2013 59.0000 KELLSTROM INDS 5.750% 10/15/2002 0.0100 KEMET CORP 2.250% 11/15/2026 70.0000 KEMET CORP 2.250% 11/15/2026 67.8720 KEYCORP CAP VII 5.700% 6/15/2035 78.6500 KIMBALL HILL INC 10.500% 12/15/2012 3.7500 KAISER ALUMINUM 9.875% 2/15/2002 0.0100 KAISER ALUMINUM 12.750% 2/1/2003 6.5000 KN CAP TRUST III 7.630% 4/15/2028 71.0000 K MART FUNDING 8.800% 7/1/2010 1.0000 KMART 95-K1 PT 8.990% 7/5/2010 0.0100 KMART 95-K3 PT 8.540% 1/2/2015 0.0100 KMART 95-K2 PT 9.780% 1/5/2020 0.0100 KRATON POLYMERS 8.125% 1/15/2014 63.5000 KELLWOOD CO 7.625% 10/15/2017 66.0000 LIBERTY MEDIA 4.000% 11/15/2029 56.0000 LIBERTY MEDIA 3.750% 2/15/2030 51.7500 LIBERTY MEDIA 3.500% 1/15/2031 56.0000 LIBERTY MEDIA 3.250% 3/15/2031 71.0000 LAZYDAYS RV 11.750% 5/15/2012 73.5000 LIFETIME BRANDS 4.750% 7/15/2011 72.2500 LEHMAN BROS HLDG 5.250% 9/14/2019 72.2500 LEHMAN BROS HLDG 5.400% 3/6/2020 71.1000 LEHMAN CAP VII 5.857% 5475600% 71.5000 LEINER HEALTH 11.000% 6/1/2012 0.1250 CHENIERE ENERGY 2.250% 8/1/2012 49.0000 LANDRY'S RESTAUR 7.500% 12/15/2014 73.5000 LIFECARE HOLDING 9.250% 8/15/2013 50.0000 LTV CORP 8.200% 9/15/2007 99.9800 EQUISTAR CHEMICA 7.550% 2/15/2026 68.5630 MILLENNIUM AMER 7.625% 11/15/2026 64.7500 MAJESTIC STAR 9.750% 1/15/2011 35.7500 MBIA INC 6.400% 8/15/2022 77.8440 MBIA INC 7.000% 12/15/2025 85.0000 MBIA INC 5.700% 12/1/2034 65.5000 MAGNA ENTERTAINM 7.250% 12/15/2009 51.7500 MAGNA ENTERTAINM 8.550% 6/15/2010 53.0000 MERRILL LYNCH 10.000% 3/6/2009 25.8500 MERRILL LYNCH 11.000% 4/28/2009 25.9900 MERRILL LYNCH 12.000% 3/26/2010 25.9300 MERISANT CO 9.500% 7/15/2013 72.0000 MERIX CORP 4.000% 5/15/2013 53.0000 METALDYNE CORP 11.000% 6/15/2012 38.0000 METALDYNE CORP 10.000% 11/1/2013 66.0000 MASONITE CORP 11.000% 4/6/2015 67.2500 KNIGHT RIDDER 4.625% 11/1/2014 70.5000 KNIGHT RIDDER 5.750% 9/1/2017 68.1200 KNIGHT RIDDER 7.150% 11/1/2027 68.0900 KNIGHT RIDDER 6.875% 3/15/2029 68.5000 MANNKIND CORP 3.750% 12/15/2013 43.8750 MOMENTIVE PERFOR 11.500% 12/1/2016 74.9500 MORRIS PUBLISH 7.000% 8/1/2013 61.2500 MOTOROLA INC 5.220% 10/1/2097 54.4240 MOA HOSPITALITY 8.000% 10/15/2007 75.0000 MOVIE GALLERY 11.000% 5/1/2012 28.5000 MRS FIELDS 9.000% 3/15/2011 73.7500 MORGAN STANLEY 10.000% 4/20/2009 19.5000 MORGAN STANLEY 10.000% 5/20/2009 20.3500 MORGAN STANLEY 8.000% 2/23/2037 73.0000 MILACRON ESCROW 11.500% 5/15/2011 75.5000 NORTH ATL TRADNG 9.250% 3/1/2012 61.5000 NEENAH FOUNDRY 9.500% 1/1/2017 69.0000 NEFF CORP 10.000% 6/1/2015 47.2500 NATL FINANCIAL 0.750% 2/1/2012 71.3430 NEKTAR THERAPEUT 3.250% 9/28/2012 71.6390 NELNET INC 7.400% 9/29/2036 70.0000 NATL STEEL CORP 8.375% 8/1/2006 0.0100 NORTHERN TEL CAP 7.875% 6/15/2026 69.0000 NTK HOLDINGS INC 0.000% 3/1/2014 44.2500 NORTEK INC 8.500% 9/1/2014 74.0000 GLOBAL HEALTH SC 11.000% 5/1/2008 0.3130 NUVEEN INVEST 5.500% 9/15/2015 71.0000 NORTHWESTERN CRP 7.960% 12/21/2026 3.7500 NORTHWST STL&WIR 9.500% 6/15/2001 0.0100 REALTY INCOME 5.875% 3/15/2035 70.8541 OCWEN CAP TRST I 10.875% 8/1/2027 77.0000 OMNICARE INC 3.250% 12/15/2035 72.1880 OAKWOOD HOMES 7.875% 3/1/2004 3.5000 AMER & FORGN PWR 5.000% 3/1/2030 51.7590 OSCIENT PHARM 3.500% 4/15/2011 40.6400 PAC-WEST TELECOM 13.500% 2/1/2009 0.0625 PANOLAM INDUSTRI 10.750% 10/1/2013 79.6250 VERIFONE HOLDING 1.625% 6/15/2012 75.0609 PCA LLC/PCA FIN 11.875% 8/1/2009 4.1900 RESTAURANT CO 10.000% 10/1/2013 72.0000 PALM HARBOR 3.250% 5/15/2024 47.2500 PLY GEM INDS 9.000% 2/15/2012 70.5000 PORTOLA PACKAGIN 8.250% 2/1/2012 62.5000 PROPEX FABRICS 10.000% 12/1/2012 4.0000 PRIMUS TELECOM 5.000% 6/30/2009 58.0000 PRIMUS TELECOM 3.750% 9/15/2010 34.7500 PRIMUS TELECOM 8.000% 1/15/2014 40.0000 POPE & TALBOT 8.375% 6/1/2013 14.0000 PANTRY INC 3.000% 11/15/2012 69.2340 NUTRITIONAL SRC 10.125% 8/1/2009 12.5000 POWERWAVE TECH 1.875% 11/15/2024 68.1960 POWERWAVE TECH 3.875% 10/1/2027 71.0350 POWERWAVE TECH 3.875% 10/1/2027 70.1840 PIXELWORKS INC 1.750% 5/15/2024 70.0000 QUALITY DISTRIBU 9.000% 11/15/2010 65.0000 RITE AID CORP 6.875% 8/15/2013 70.0000 RITE AID CORP 7.700% 2/15/2027 62.5000 RITE AID CORP 6.875% 12/15/2028 55.3000 RADNOR HOLDINGS 11.000% 3/15/2010 0.1250 RAIT FINANCIAL 6.875% 4/15/2027 56.4861 READER'S DIGEST 9.000% 2/15/2017 72.5251 RADIAN GROUP 5.625% 2/15/2013 79.5000 RADIAN GROUP 5.375% 6/15/2015 71.0000 RESIDENTIAL CAP 8.375% 6/30/2010 53.5000 RESIDENTIAL CAP 8.000% 2/22/2011 49.0000 RESIDENTIAL CAP 8.500% 6/1/2012 48.7500 RESIDENTIAL CAP 8.500% 4/17/2013 49.0000 RESIDENTIAL CAP 8.875% 6/30/2015 48.7500 REGIONS FIN TR 6.625% 5/15/2047 101.2710 RF MICRO DEVICES 0.750% 4/15/2012 75.1797 RF MICRO DEVICES 1.000% 4/15/2014 70.4000 RF MICRO DEVICES 1.000% 4/15/2014 68.3898 RH DONNELLEY 6.875% 1/15/2013 66.0000 RH DONNELLEY 6.875% 1/15/2013 66.2500 RH DONNELLEY 6.875% 1/15/2013 67.0000 DEX MEDIA INC 8.000% 11/15/2013 80.0630 RH DONNELLEY 8.875% 1/15/2016 69.0000 RH DONNELLEY 8.875% 10/15/2017 68.0969 RICKEL HOME CNTR 13.500% 12/15/2001 0.0100 ROTECH HEALTHCA 9.500% 4/1/2012 78.0000 RENTECH INC 4.000% 4/15/2013 50.6680 NEXTEL COMMUNIC 6.875% 10/31/2013 70.5000 SURGICAL CARE AF 10.000% 7/15/2017 69.0273 SPECIAL DEVICES 11.375% 12/15/2008 42.5000 SECURUS TECH 11.000% 9/1/2011 77.0000 SEARS ROEBUCK AC 7.500% 10/15/2027 72.3150 SEARS ROEBUCK AC 6.750% 1/15/2028 69.5000 SEARS ROEBUCK AC 6.500% 12/1/2028 66.5000 SEARS ROEBUCK AC 7.000% 6/1/2032 67.6970 SIX FLAGS INC 9.750% 4/15/2013 65.7890 SIX FLAGS INC 9.625% 6/1/2014 67.0000 SIX FLAGS INC 4.500% 5/15/2015 64.5000 SLM CORP 5.000% 3/15/2013 75.0000 SLM CORP 5.250% 9/15/2015 74.0000 SLM CORP 4.100% 12/15/2015 71.8770 SLM CORP 5.550% 3/15/2018 68.9000 SLM CORP 5.650% 3/15/2018 64.5370 SLM CORP 5.600% 6/15/2018 70.2190 SLM CORP 5.250% 3/15/2019 62.0000 SLM CORP 5.400% 3/15/2019 70.7001 SLM CORP 5.500% 3/15/2019 66.7200 SLM CORP 5.190% 4/24/2019 68.3140 SLM CORP 5.000% 6/15/2019 66.6780 SLM CORP 5.150% 6/15/2019 69.4130 SLM CORP 5.500% 6/15/2019 67.1750 SLM CORP 6.000% 6/15/2019 71.4000 SLM CORP 6.000% 6/15/2019 63.5900 SLM CORP 6.000% 9/15/2019 67.2960 SLM CORP 6.000% 9/15/2019 63.2290 SLM CORP 5.250% 6/15/2020 66.0000 SLM CORP 5.000% 9/15/2020 71.1160 SLM CORP 5.200% 12/15/2020 66.7330 SLM CORP 5.450% 12/15/2020 69.3600 SLM CORP 6.150% 3/10/2021 71.3196 SLM CORP 6.000% 6/15/2021 62.9930 SLM CORP 6.000% 6/15/2021 70.5000 SLM CORP 6.100% 6/15/2021 73.0690 SLM CORP 6.150% 6/15/2021 68.3750 SLM CORP 5.600% 3/15/2022 67.5570 SLM CORP 5.650% 6/15/2022 66.2765 SLM CORP 5.650% 6/15/2022 68.7280 SLM CORP 5.050% 3/15/2023 59.0000 SLM CORP 5.400% 3/15/2023 73.0270 SLM CORP 5.450% 3/15/2023 58.2480 SLM CORP 5.625% 1/25/2025 65.4030 SLM CORP 5.350% 6/15/2025 56.8860 SLM CORP 5.350% 6/15/2025 55.0410 SLM CORP 5.550% 6/15/2025 66.0330 SLM CORP 6.000% 6/15/2026 65.6250 SLM CORP 6.000% 6/15/2026 63.0000 SLM CORP 6.000% 12/15/2026 70.1040 SLM CORP 6.000% 12/15/2026 61.8500 SLM CORP 6.000% 12/15/2026 59.6640 SLM CORP 6.000% 12/15/2026 67.4610 SLM CORP 6.050% 12/15/2026 68.4150 SLM CORP 6.000% 3/15/2027 68.0620 SLM CORP 5.200% 3/15/2028 61.7000 SLM CORP 5.250% 3/15/2028 62.0770 SLM CORP 5.550% 3/15/2028 61.5990 SLM CORP 5.000% 6/15/2028 72.7060 SLM CORP 5.250% 6/15/2028 56.7500 SLM CORP 5.350% 6/15/2028 68.3400 SLM CORP 5.450% 6/15/2028 60.6180 SLM CORP 5.450% 6/15/2028 63.0850 SLM CORP 5.500% 6/15/2028 61.8560 SLM CORP 5.550% 6/15/2028 60.5000 SLM CORP 4.800% 12/15/2028 64.8000 SLM CORP 5.000% 12/15/2028 54.2910 SLM CORP 5.150% 12/15/2028 64.1690 SLM CORP 5.250% 12/15/2028 68.6100 SLM CORP 5.300% 12/15/2028 66.3750 SLM CORP 5.600% 12/15/2028 70.0000 SLM CORP 5.800% 12/15/2028 63.5450 SLM CORP 6.000% 12/15/2028 61.4000 SLM CORP 6.100% 12/15/2028 70.3520 SLM CORP 5.600% 3/15/2029 69.3340 SLM CORP 5.600% 3/15/2029 58.5650 SLM CORP 5.650% 3/15/2029 74.2670 SLM CORP 5.650% 3/15/2029 59.2500 SLM CORP 5.700% 3/15/2029 65.0890 SLM CORP 5.700% 3/15/2029 62.3300 SLM CORP 5.700% 3/15/2029 60.8920 SLM CORP 5.700% 3/15/2029 65.2050 SLM CORP 5.700% 3/15/2029 64.1030 SLM CORP 5.750% 3/15/2029 57.1300 SLM CORP 5.750% 3/15/2029 72.1390 SLM CORP 5.750% 3/15/2029 63.5460 SLM CORP 5.750% 3/15/2029 62.5000 SLM CORP 5.750% 3/15/2029 66.6000 SLM CORP 6.000% 3/15/2029 66.6860 SLM CORP 5.500% 6/15/2029 63.8610 SLM CORP 5.500% 6/15/2029 64.5020 SLM CORP 5.500% 6/15/2029 63.2990 SLM CORP 5.750% 6/15/2029 58.0750 SLM CORP 5.750% 6/15/2029 65.0330 SLM CORP 6.000% 6/15/2029 62.0540 SLM CORP 6.000% 6/15/2029 61.5790 SLM CORP 6.000% 6/15/2029 60.4500 SLM CORP 6.250% 6/15/2029 68.0400 SLM CORP 6.250% 6/15/2029 68.0360 SLM CORP 5.750% 9/15/2029 62.4690 SLM CORP 5.850% 9/15/2029 64.8350 SLM CORP 5.850% 9/15/2029 64.3940 SLM CORP 6.000% 9/15/2029 64.7360 SLM CORP 6.000% 9/15/2029 59.0930 SLM CORP 6.000% 9/15/2029 65.0100 SLM CORP 6.000% 9/15/2029 65.4200 SLM CORP 6.000% 9/15/2029 69.5300 SLM CORP 6.150% 9/15/2029 69.4060 SLM CORP 6.150% 9/15/2029 66.2400 SLM CORP 6.250% 9/15/2029 66.5000 SLM CORP 6.250% 9/15/2029 67.4320 SLM CORP 5.600% 12/15/2029 63.1900 SLM CORP 5.650% 12/15/2029 65.8600 SLM CORP 5.650% 12/15/2029 63.1520 SLM CORP 5.700% 12/15/2029 61.6080 SLM CORP 5.750% 12/15/2029 68.4100 SLM CORP 5.750% 12/15/2029 64.6460 SLM CORP 5.750% 12/15/2029 64.3370 SLM CORP 5.750% 12/15/2029 57.2990 SLM CORP 5.400% 3/15/2030 52.4320 SLM CORP 5.500% 3/15/2030 61.9730 SLM CORP 5.650% 3/15/2030 63.5750 SLM CORP 5.700% 3/15/2030 63.5780 SLM CORP 5.750% 3/15/2030 64.0820 SLM CORP 5.750% 3/15/2030 67.3800 SLM CORP 5.400% 6/15/2030 53.1060 SLM CORP 5.650% 6/15/2030 59.4500 SLM CORP 5.300% 9/15/2030 62.9470 SLM CORP 5.500% 12/15/2030 61.2730 SLM CORP 5.500% 12/15/2030 60.2060 SLM CORP 6.000% 6/15/2031 57.6560 SLM CORP 6.000% 6/15/2031 65.3750 SLM CORP 6.250% 9/15/2031 67.1020 SLM CORP 6.350% 9/15/2031 69.0850 SLM CORP 6.350% 9/15/2031 67.0070 SLM CORP 6.400% 9/15/2031 61.5650 SLM CORP 6.450% 9/15/2031 67.9440 SLM CORP 6.500% 9/15/2031 66.8260 SLM CORP 5.850% 12/15/2031 63.0860 SLM CORP 6.000% 12/15/2031 65.7660 SLM CORP 6.000% 12/15/2031 65.2730 SLM CORP 6.000% 12/15/2031 57.5030 SLM CORP 6.000% 12/15/2031 65.6330 SLM CORP 6.050% 12/15/2031 65.3200 SLM CORP 6.100% 12/15/2031 65.7500 SLM CORP 6.200% 12/15/2031 65.6530 SLM CORP 5.650% 3/15/2032 62.4710 SLM CORP 5.700% 3/15/2032 58.0350 SLM CORP 5.800% 3/15/2032 63.8000 SLM CORP 5.800% 3/15/2032 62.3220 SLM CORP 5.800% 3/15/2032 64.9564 SLM CORP 5.850% 3/15/2032 58.1940 SLM CORP 5.850% 3/15/2032 65.3876 SLM CORP 5.850% 3/15/2032 58.6870 SLM CORP 5.750% 6/15/2032 63.9590 SLM CORP 5.750% 6/15/2032 64.4210 SLM CORP 5.850% 6/15/2032 65.3858 SLM CORP 5.850% 6/15/2032 65.3858 SLM CORP 5.625% 8/1/2033 73.3000 SLM CORP 6.850% 7/7/2036 72.3607 SLM CORP 6.000% 3/15/2037 61.2500 SLM CORP 6.000% 3/15/2037 65.9390 SLM CORP 6.000% 3/15/2037 62.2500 SPECTRUM BRANDS 7.375% 2/1/2015 67.7500 STANDARD PACIFIC 9.250% 4/15/2012 64.8750 STANDRD PAC CORP 6.000% 10/1/2012 61.0000 STANDRD PAC CORP 6.250% 4/1/2014 73.2500 STANDARD PACIFIC 7.000% 8/15/2015 73.5000 SPANSION LLC 11.250% 1/15/2016 65.3645 SPANSION LLC 2.250% 6/15/2016 48.9736 STANLEY-MARTIN 9.750% 8/15/2015 47.0000 STATION CASINOS 6.500% 2/1/2014 65.2500 STATION CASINOS 6.875% 3/1/2016 63.7500 STATION CASINOS 6.625% 3/15/2018 61.0000 SERVICEMASTER CO 7.100% 3/1/2018 60.0000 SERVICEMASTER CO 7.450% 8/15/2027 40.5000 SAVVIS INC 3.000% 5/15/2012 74.9720 SWIFT TRANS CO 12.500% 5/15/2017 34.6250 TENET HEALTHCARE 6.875% 11/15/2031 72.3330 THERAVANCE INC 3.000% 1/15/2015 72.5600 TRANSMERIDIAN EX 12.000% 12/15/2010 66.7500 TOM'S FOODS INC 10.500% 11/1/2004 0.2580 TOUSA INC 9.000% 7/1/2010 60.0000 TOUSA INC 9.000% 7/1/2010 59.0000 TOUSA INC 7.500% 3/15/2011 10.5630 TOUSA INC 10.375% 7/1/2012 10.5630 TOUSA INC 7.500% 1/15/2015 9.3390 TOYS R US 7.375% 10/15/2018 73.5460 TRIBUNE CO 4.875% 8/15/2010 52.0000 TIMES MIRROR CO 7.250% 3/1/2013 33.0000 TRIBUNE CO 5.250% 8/15/2015 44.9900 TIMES MIRROR CO 7.500% 7/1/2023 37.0950 TIMES MIRROR CO 6.610% 9/15/2027 35.0000 TIMES MIRROR CO 7.250% 11/15/2096 40.5600 TRUMP ENTERTNMNT 8.500% 6/1/2015 58.0200 WIMAR OP LLC/FIN 9.625% 12/15/2014 53.0000 TRUE TEMPER 8.375% 9/15/2011 67.0000 TREX CO INC 6.000% 7/1/2012 63.8150 RJ TOWER CORP 12.000% 6/1/2013 1.0000 TEXAS UTIL ELEC 8.175% 1/30/2037 73.5000 UAL 1991 TRUST 10.020% 3/22/2014 47.5000 UAL 1995 TRUST 9.560% 10/19/2018 45.2500 UAL CORP 5.000% 2/1/2021 66.1250 UAL CORP 4.500% 6/30/2021 68.3528 UAL CORP 4.500% 6/30/2021 68.8770 US AIR INC 10.900% 1/1/2049 0.0100 US AIR INC 10.550% 1/15/2049 0.0100 US AIR INC 10.700% 1/15/2049 0.0100 UNIVERSAL STAND 8.250% 2/1/2006 0.0100 MISSOURI PAC RR 5.000% 1/1/2045 70.0000 CHIC EAST ILL RR 5.000% 1/1/2054 61.0000 USEC INC 3.000% 10/1/2014 71.2160 VISTEON CORP 7.000% 3/10/2014 70.0000 VERTIS INC 10.875% 6/15/2009 37.1250 VISKASE COS INC 11.500% 6/15/2011 74.5000 VIROPHARMA INC 2.000% 3/15/2017 72.5000 VICORP RESTAURNT 10.500% 4/15/2011 26.5000 VERENIUM CORP 5.500% 4/1/2027 63.4400 VERASUN ENERGY 9.375% 6/1/2017 66.3530 VERASUN ENERGY 9.375% 6/1/2017 67.0000 VESTA INSUR GRP 8.750% 7/15/2025 2.1250 WEBSTER CAPITAL 7.650% 6/15/2037 69.8750 WCI COMMUNITIES 9.125% 5/1/2012 43.0000 WCI COMMUNITIES 7.875% 10/1/2013 51.7500 WCI COMMUNITIES 6.625% 3/15/2015 40.0000 WCI COMMUNITIES 4.000% 8/5/2023 69.3750 WINSTAR COMM INC 10.000% 3/15/2008 0.0030 WINSTAR COMM INC 14.750% 4/15/2010 0.0020 WERNER HOLDINGS 10.000% 11/15/2007 0.0070 WILLIAM LYON 7.625% 12/15/2012 62.0000 WILLIAM LYON 10.750% 4/1/2013 63.9040 WILLIAM LYON 7.500% 2/15/2014 59.5000 WASH MUTUAL PFD 6.534% 3/29/2049 58.4695 WASH MUTUAL PFD 6.895% 6/29/2049 61.0149 WASH MUTUAL PFD 6.665% 12/31/2049 64.1107 WORNICK CO 10.875% 7/15/2011 65.5000 PEGASUS SATELLIT 9.750% 12/1/2006 0.1250 PEGASUS SATELLIT 12.500% 8/1/2007 0.1250 YOUNG BROADCSTNG 10.000% 3/1/2011 64.7500 YOUNG BROADCSTNG 8.750% 1/15/2014 58.7500 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2008. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***