/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/080623.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 23, 2008, Vol. 12, No. 148 Headlines 26-01 ASTORIA: Case Summary & 14 Largest Unsecured Creditors ACTIVBIOTICS INC: Assignee Distributes Cash to Creditors AINSWORTH LUMBER: Inks Recapitalization Deal with Major Creditors AMC ENTERTAINMENT: Earns $43.4 Million in Year Ended April 3 ANDREW BEIFUS: Case Summary & Six Largest Unsecured Creditors APRIA HEALTHCARE: Accepts Blackstone Group's $1.6BB Buyout Offer APRIA HEALTHCARE: Blackstone Unit Merger Cues S&P's Negative Watch BABSON CLO: S&P Puts 'BB' Prelim. Rating on $16.5MM Class E Notes BANC OF AMERICA: S&P Lowers Ratings on Four Certificate Classes BCE INC: Lower Court Ruling Overturned, Buyout Deal to Proceed BIOPACK ENVIRONMENTAL: Has $2,512,690 Equity Deficit at March 31 BLACK DIAMOND: Hires Miller Buckfire as Exclusive Fin. Advisor BOB WILSON: Can't Use Cash Collateral, Chrysler Financial Says BOB WILSON: Chrysler Balks at Assignment of Buccaneer Lease BONANZA OIL: Posts $279,187 Net Loss in 2008 First Quarter BONIFACIUS LIMITED: Fitch Junks Ratings on Four Note Classes BOOZ ALLEN: S&P Assigns 'B+' Corporate Credit Rating CAPITAL TRUST: Fitch Holds 'B-' Rating on $10.133MM Class H Notes CAPITAL TRUST: Fitch Affirms 'B' Rating on $16.204MM Class G Trust CHRYSLER LLC: Exceeding Financial Targets Despite Challenges CONNIE BLALOCK: Case Summary & 12 Largest Unsecured Creditors DANKA BUSINESS: To Propose Amendment to $240MM Sale of Unit DEAN FOODS: S&P Places 'BB-' Credit Rating Under Negative Watch DIAMOND GLASS: Selling Almost All Assets to Belron US for $50MM DORMIA INC: Case Summary & 80 Largest Unsecured Creditors EMPIRE LAND: U.S. Trustee Forms Three-Member Creditor Committee EMPIRE LAND: Committee Taps Landau & Berger as Bankruptcy Counsel ESMARK INC: Severstal Reiterates $17 per Share Takeover Offer EXPRESS ENERGY: S&P Puts 'B' Rating on Proposed $360MM Facilities FGIC CORP: Moody's Downgrades Senior Unsecured Debt to Caa2 FORD MOTOR: Cuts Truck Production as Demand Slows; Adds Small Cars GCI INC: S&P Revises Outlook to Negative on Weak Credit Measures GEMINI AIR: ALPA Says Furloughs Violate Employees' Contract GENERAL MOTORS: 17,398 U.S. Hourly Workers Avail Attrition Plan GLOBAL ROAMING: Posts $78,889 Net Loss in 2008 First Quarter HEXION SPECIALTY: S&P Keeps 'B' Rating Under Negative CreditWatch HUNTSMAN CORP: S&P Retains 'BB-' Rating Under Negative Watch INTERSTATE BAKERIES: Seeks to Sell 3 Real Properties in California IMPERIAL INDUSTRIES: Douglas Kintzinger Joins Board of Directors INTERACTIVE MOTORSPORTS: Balance Sheet Upside-Down by $4.7MM JPMORGAN CHASE COMMERCIAL: S&P Junks Ratings on 3 Cert. Classes LA VERNE CITY: S&P Chips 'BBB-' Rating on $46.3MM Debt to 'BB' LEAP WIRELESS: S&P Rates Proposed $200MM Convertible Notes 'CCC' LINENS N THINGS: SEC. 341(a) Meeting Adjourned to Unknown Date MEDIANEWS GROUP: High Cash Flow Decline Cues S&P to Junk Ratings MONEYGRAM INT'L: Philip W. Milne Resigns as CEO and President MULCH MAN: Voluntary Chapter 11 Case Summary NATURALLY ADVANCED: Posts $549,935 Net Loss in 2008 First Quarter NUTRITIONAL SOURCING: Wants Exclusive Plan Filing Moved on Aug. 15 OAKRIDGE HOMES: Case Summary & 20 Largest Unsecured Creditors PACIFIC GOLD: March 31 Balance Sheet Upside-Down by $1,023,153 PAETEC HOLDING: Alex Stadler Joins Board of Directors PILGRIM'S PRIDE: S&P Puts 'BB' Corp. Credit Under Negative Watch PIPER RESOURCES: Updates on Default Status; CCAA Extended to July POSITRON CO: Closes Stock Purchase Transaction with Dose Shield PREMIER GROUP: Case Summary & 11 Largest Unsecured Creditors PROGRESSIVE MOULDED: Case Summary & 34 Largest Unsecured Creditors RAPTOR NETWORKS: March 31 Balance Sheet Upside-Down by $27,640,189 REMOTE MDX INC: Posts $20.1MM Net Loss in 2nd Qtr. Ended March 31 RESIDENTIAL CAPITAL: Board Approves Waiver of Operating Agreement SCRIPPS FRENCH: Can Employ Bruce Wilson as Bankruptcy Counsel SCRIPPS FRENCH: Files Schedules of Assets & Liabilities SECURITY CAPITAL: Moody's Junks Debts and Financing Trust Ratings SIRVA INC: OOIDA Demands Full Distribution of $5,000,000 Claim SPX CORPORATION: Fitch Holds 'BB+' Issuer Default and Debt Ratings STEVE & BARRY'S: To Go Bankrupt if $30MM Funding Search Fails STEVEN BROOKS: Case Summary & Five Largest Unsecured Creditors SUPERIOR OFFSHORE: Files Schedules of Assets and Liabilities TEEVEE TOONS: Agrees to Sell Recorded Music Arm to The Orchard TEXHOMA ENERGY: March 31 Balance Sheet Upside-Down by $4,294,246 THORNBURG MORTGAGE: Shareholders Re-Elect 3 Class II Directors THORNBURG MORTGAGE: Board Approves Executive Indemnification Pact THORNBURG MORTGAGE: Board Approves Employees' Phantom Stock Rights TREY RESOURCES: March 31 Balance Sheet Upside-Down by $4,031,074 TRIAD GUARANTY: July Runoff Cues Fitch to Retain Negative Watch TRIAD GUARANTY: July Runoff Prompts S&P to Retain Negative Watch U.S. SHIPPING: Market Climate Still Tough Due to High Oil Prices VERDIER PLANTATION: Wants Case Converted to Chapter 7 Liquidation WCI COMMUNITIES: Special Panel to Review Restructuring Proposals WELLCARE HEALTH: Lower Statutory Surplus Cue S&P to Chip Rating WILSONS LEATHER: Names Timothy Becker as Interim Chief Executive WORLD HEART: Voluntarily Delists from Toronto Stock Exchange * S&P Places Five US Synthetic CDO Ratings Under Negative Watch * BOND PRICING: For the Week of June 16 to June 20, 2008 ********* 26-01 ASTORIA: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: 26-01 Astoria Development LLC 26-01 4th St. 26-15 4th St. Astoria, NY 11102 Bankruptcy Case No.: 08-43900 Type of Business: The Debtor is involved in real estate development. Chapter 11 Petition Date: June 19, 2008 Court: Eastern District of New York (Brooklyn) Judge: Jerome Feller Debtor's Counsel: Robert R. Leinwand , Esq. E-mail: rrl@robinsonbrog.com Robinson Brog Leinwand, et al 1345 Avenue of The Americas New York, NY 10105 Tel: (212) 586-4050 http://www.robinsonbrog.com/overview.asp Total Assets: $15,250,000 Total Debts: $9,979,439 Debtor's 14 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Judith Grunbaum $2,200,000 6300 Northcrest, Montreal Quebec, Canada H3S2W3 Fourth Street Astoria $500,000 Holdings LLC c/o Judith Grunbaum 6300 Northcrest, Montreal Quebec, Canada H3S2W3 Attorney General's Office Unknown 120 Broadway New York, NY 10271 Corporation Counsel Unknown Department of the Treasury Unknown Eurovision 426 Development LLC Unknown Internal Revenue Service Unknown Isaac Silberstein Unknown New York City Department of Unknown Tax and Finance NYC Water Board Unknown NYS Dept. of Tax and Finance Unknown NYS Dept. of Tax and Finance Unknown Bankruptcy Unit Shia Ostreicher Unknown US Attorneys Office Unknown ACTIVBIOTICS INC: Assignee Distributes Cash to Creditors -------------------------------------------------------- Joseph F. Finn, Jr., C.P.A., the Assignee for the Benefit of Creditors of ActivBiotics Inc., disclosed the first distribution of cash to the creditors of ActivBiotics. Mr. Finn is a partner of the firm Finn Warnke & Gayton Certified Public Accountants of Wellesley Hills, Massachusetts. Mr. Finn stated that the distribution signifies the substantial completion of the asset liquidation process and the allowance of creditors' claims. The assignment, which began the liquidation process, was a transfer of all the assets of ActivBiotics to Mr. Finn on Dec. 7, 2007, under a common law procedure. The process was complex because ActivBiotics was a biotech start-up company with sophisticated intellectual property and fixed assets. Mr. Finn pointed out that the assignment process allowed him to move quickly and that the distribution of cash to creditors six and a half months after the process began highlights one of the major benefits of the assignment legal process for liquidating defunct enterprises. Mr. Finn praised the law firm he retained to assist him, Bingham McCutchen LLP, to include, but not be limited to, Edwin Smith, Meerie Joung and Jennifer Cleary. About ActivBiotics Inc. ActivBiotics Inc. -- http://www.activbiotics.com/-- is a biopharmaceutical company focused on the discovery, development and commercialization of therapies for the treatment of inflammatory diseases and bacterial infections. As reported in the Troubled Company Reporter on Jan. 10, 2008, ActivBiotics Inc. said it will sell all or substantially all of its assets on an "as is" basis through an Assignment for the Benefit of Creditors process after its clinical trial of Rifalazil failed in peripheral arterial disease patients. AINSWORTH LUMBER: Inks Recapitalization Deal with Major Creditors ----------------------------------------------------------------- Ainsworth Lumber Co. Ltd. reached an agreement with its major financial creditors regarding a recapitalization transaction, pursuant to which the company's debt burden will be significantly reduced and liquidity will be materially enhanced. In connection with the Recapitalization, the company has also reached an agreement with the holders of a majority in aggregate principal amount under that certain Credit and Guaranty Agreement, dated as of June 26, 2007, by and among the company, certain of its subsidiaries, the lenders party thereto from time to time and Goldman Sachs Credit Partners L.P. regarding an amendment to the terms of the Secured Credit Facility which will become effective upon the implementation of the Recapitalization. More specifically, the Secured Credit Facility will be amended as: -- The obligations under the Secured Credit Facility will be secured by a first-priority lien on certain additional collateral up to an amount not to exceed $50 million; -- The lenders will receive a consent and amendment fee equal to 1% of the outstanding principal amount of the Secured Credit Facility on the effective date of such amendment; -- The interest rates under the Secured Credit Facility will be increased by 2% above the rates applicable thereunder; and -- Certain affirmative and negative covenants under the Secured Credit Facility will be amended so that such covenants are either consistent with or no more restrictive than similar covenants under the indenture governing the notes issued in connection with the Recapitalization and any mandatory prepayment that would have otherwise been required in connection with the Recapitalization will be waived. Further details of the Recapitalization will be provided in an information circular expected to be distributed to the company's shareholders and noteholders by June 25, 2008. About Ainsworth Lumber Based in Vancouver, British Columbia, Ainsworth Lumber Co. Ltd. (TSX: ANS) -- http://www.ainsworth.ca/-- is a manufacturer of engineered wood products, such as oriented strand board (OSB) and specialty overlaid plywood. The company owns six OSB manufacturing facilities, three in Canada, and three in northern Minnesota. The company also has a 50% ownership interest in an OSB facility located in High Level, Alberta. Due to market conditions, the company is presently operating three OSB facilities in Canada and one OSB facility in Minnesota. Ainsworth Lumber Co. Ltd.'s consolidated balance sheet at March 31, 2008, showed C$1.05 billion in total assets and $1.12 billion in total liabilities, resulting in a roughly C$75.2 million total stockholders' deficit. Going Concern Doubt As reported in the Troubled Company Reporter on June 18, 2008, The company believes that there exists reasonable doubt about the company's ability to continue as a going concern because of the company's current liquidity position and forecasted operating cash flows and capital requirements for the next twelve months. In addition, the decline in demand for OSB in the U.S. residential housing market and the significant appreciation of the Canadian dollar against the U.S. dollar led to negative operating margins. Under the company's existing long-term and current indebtedness, over the remainder of 2008 the company must provide for interest payments of approximately C$62.0 million and principal payments of C$8.5 million. Under these circumstances, the company has significant liquidity risk. AMC ENTERTAINMENT: Earns $43.4 Million in Year Ended April 3 ------------------------------------------------------------ AMC Entertainment Inc. reported net earnings of $43.4 million for the 53 weeks ended April 3, 2008, versus net income of $134.1 million for the 52 weeks ended March 29, 2007. Total revenues increased $42.8 million, or 1.7%, to $2.50 billion during the year ended April 3, 2008, compared to $2.46 billion during the year ended March 29, 2007. U.S. and Canada theatrical exhibition revenues increased $26.1 million, or 1.1%, to $2.31 billion during the year ended April 3, 2008, compared to the year ended March 29, 2007. International theatrical exhibition revenues increased $16.8 million, or 9.5%, to $193.3 million during the year ended April 3, 2008, compared to the year ended March 29, 2007. Total Costs and Expenses Total costs and expenses increased $29.9 million, or 1.3%, to $2.37 billion during the year ended April 3, 2008, compared to $2.34 billion during the year ended March 29, 2007.] Interest Expense Interest expense decreased $57.1 million, or 27.6%, to $149.6 million during the year ended April 3, 2008, primarily due to decreased borrowings. Equity in Earnings of Non-Consolidated Entities Equity in earnings of non-consolidated entities were $43.0 million in the current period compared to earnings of $233.7 million in the prior period. Equity in earnings related to the company's investment in National CineMedia, LLC were $22.2 million and $234.2 million for the years ended April 3, 2008, and March 29, 2007, respectively. Provision for Income Taxes The provision for income taxes from continuing operations was $19.4 million for the year ended April 3, 2008, and $42.3 million for the year ended March 29, 2007. Liquidity and Capital Resources Cash flows used in financing activities were $289.4 million and $611.1 million during the periods ended April 3, 2008, and March 29, 2007, respectively. Total corporate borrowings and capital and financing lease obligations were $1.66 billion at April 3, 2008. As of April 3, 2008, the company was in compliance with all financial covenants relating to the Senior Secured Credit Facility, the Cinemex Credit Facility, the Notes due 2016, the Notes due 2014 and the Fixed Notes due 2012. The Senior Secured Credit Facility is with a syndicate of banks and other financial institutions and provides AMC Entertainment financing of up to $850.0 million, consisting of a $650.0 million term loan facility with a maturity of seven years and a $200.0 million revolving credit facility with a maturity of six years. As of April 3, 2008, AMC Entertainment had available borrowing capacity of approximately $185.9 million against the revolving credit facility. All obligations under the Senior Secured Credit Facility are guaranteed by each of AMC Entertainment's wholly-owned domestic subsidiaries. All obligations under the Senior Secured Credit Facility, and the guarantees of those obligations (as well as cash management obligations and any interest hedging or other swap agreements), are secured by substantially all of AMC Entertainment's assets as well as those of each subsidiary guarantor. Balance Sheet At April 3, 2008, the company's consolidated balance sheet showed $3.84 billion in total assets, $2.71 billion in total liabilities, and $1.13 billion in total stockholders' equity. The company's consolidated balance sheet at April 3, 2008, also showed strained liquidity with $227.2 million in total current assets available to pay $447.3 million in total current liabilities. Full-text copies of the company's consolidated financial statements for the year ended April 3, 2008, are available for free at http://researcharchives.com/t/s?2e57 About AMC Entertainment Based in Kansas City, Missouri, AMC Entertainment Inc. -- http://www.amctheatres.com/-- is one of the world's largest theatrical exhibition companies. The serves more than 240 million guests annually through interests in 359 theatres with 5,138 screens in six countries. * * * To date, AMC Entertainment Inc. still carries Fitch Ratings' 'CCC+' senior subordinate rating assigned on Jan. 12, 2006. ANDREW BEIFUS: Case Summary & Six Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Andrew J. Beifus, Jr. 10 Morgan Drive P.O. Box 106 New Vernon, NJ 07976 Bankruptcy Case No.: 08-21474 Chapter 11 Petition Date: June 19, 2008 Court: District of New Jersey (Newark) Debtor's Counsel: Dean G. Sutton, Esq. Email: dgs123@ptd.net 18 Green Rd. P.O. Box 187 Sparta, NJ 07871 Tel: (973) 729-8121 Fax: (973) 729-6685 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million A copy of Andrew J. Beifus, Jr.'s petition is available for free at: http://bankrupt.com/misc/njb08-21474.pdf APRIA HEALTHCARE: Accepts Blackstone Group's $1.6BB Buyout Offer ---------------------------------------------------------------- Apria Healthcare Group Inc. entered into a definitive merger agreement with an affiliate of The Blackstone Group in a transaction valued at approximately $1.6 billion. Regardless of the fact that Apria is free to receive other offers in the next five weeks, Apria embraced Blackstone Group LP's offer, The Wall Street Journal related. WSJ, citing analysts, said that Apria find Blackstone's deal price attractive and doubted that a higher offer would emerge. In a press statement, Apria disclosed that under the terms of the merger agreement, Apria shareholders will receive $21.00 in cash for each outstanding share of common stock they hold. The $21.00 per share in cash purchase price represents a premium of approximately 33% over the closing share price on June 18, 2008, and a premium of approximately 29% over Apria's $16.22 average closing share price for the 30 trading days ended June 18, 2008. The independent members of Apria's board of directors have unanimously approved the merger agreement and will recommend that Apria shareholders adopt the agreement. The transaction will be financed through a combination of equity contributed by Blackstone and debt financing committed by affiliates of Bank of America, Wachovia and Barclays Capital. Upon completion of the merger, Apria will become a private company, owned by Blackstone and its affiliates. The transaction is expected to close in the second half of 2008, subject to customary closing conditions. The corporate headquarters of Apria Healthcare will remain in Lake Forest, California; its infusion division headquarters will remain in Denver, Colorado. "After careful analysis, the board has endorsed this transaction as being in the best interest of our shareholders," Lawrence M. Higby, chief executive officer and a director of Apria Healthcare, said. "We are excited about teaming up with Blackstone to continue pursuing our goals of growth while continually improving operating efficiencies and enhancing our service for all of the patients and customers we serve." "We are delighted that a company with the resources and reputation of Blackstone recognizes the value inherent in the service-first approach that our associates across the country deliver every day," Mr. Higby said. "Blackstone brings an experienced group of long-term healthcare investors who are committed to reinforcing our company's mission of being our patients' and customers' first choice for homecare services in the United States." The completion of the merger is subject to terms and conditions customary for transactions of this type, including approval by Apria's shareholders, termination or expiration of the Hart-Scott- Rodino regulatory waiting period and other customary closing conditions. Apria will solicit shareholder approval at a special meeting which is expected to occur as early as September 2008. Under the merger agreement, Apria and its advisors are permitted and intend to solicit alternative acquisition proposals from third parties until July 24, 2008. After that date, Apria is not permitted to solicit alternate acquisition proposals and may only respond to certain unsolicited proposals prior to obtaining Apria shareholder approval. Apria advises that there can be no assurance that the solicitation of superior proposals will result in an alternative transaction. Apria does not intend to disclose developments with respect to this solicitation process unless and until its board of directors has made a decision regarding any alternative proposal. If Apria's board accepts a superior proposal, the merger agreement would be terminated and Apria would be obligated to pay a break-up fee. Goldman, Sachs & Co. acted as financial advisor to Apria's board of directors, and Gibson Dunn & Crutcher LLP acted as legal advisor to Apria. Munger Tolles & Olson LLP acted as legal advisor to the independent members of Apria's board of directors. Banc of America Securities LLC, Wachovia Capital Markets LLC and Barclays Capital acted as financial advisors and Simpson Thacher & Bartlett LLP acted as legal advisors to Blackstone. Credit Facility Apria also entered into a $280 million credit facility with affiliates of Bank of America, Wachovia and Barclays Capital. Proceeds of the new credit facility will be used to fund potential repurchases of Apria's 3.375% Convertible Senior Notes due 2033 and to pay certain tax liabilities related thereto. About The Blackstone Group The Blackstone Group -- http://www.blackstone.com/-- is an investment and advisory firm. Blackstone's alternative asset management businesses include the management of corporate private equity funds, real estate funds, hedge funds, funds of funds, debt funds, collateralized loan obligation vehicles and closed-end mutual funds. The Blackstone Group also provides various financial advisory services, including mergers and acquisitions advisory, restructuring and reorganization advisory and fund placement service. About Apria Healthcare Headquartered in Lake Forest, California, Apria Healthcare Group Inc. (NYSE: AHG) -- http://www.apria.com/-- provides home infusion therapy, home respiratory therapy and home medical equipment through approximately 550 locations serving patients in all 50 states. APRIA HEALTHCARE: Blackstone Unit Merger Cues S&P's Negative Watch ------------------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings on respiratory and infusion services provider Apria Healthcare Group Inc. on CreditWatch with negative implications. The CreditWatch listing follows the announcement that the company has entered into a merger agreement with an affiliate of The Blackstone Group. The transaction is valued at about $1.6 billion, and will be financed through a combination of sponsor equity and debt financing. "While specifics for the transaction were not disclosed, we expect the transaction will leave the company in a more highly leveraged position upon closing," said Standard & Poor's credit analyst Alain Pelanne. As a result, we believe the corporate credit rating likely will be lowered from its current 'BB+' level. The upcoming potential put of the company's $250 million convertible notes is expected to be financed by a separate credit facility. If and when the notes are repurchased, and the existing credit facility is refinanced as part of the buyout, existing issue ratings will be withdrawn upon closing. S&P expect to review the company's plan before resolving the CreditWatch listing. Apria provides home infusion therapy, home respiratory therapy, and home medical equipment in all 50 states. BABSON CLO: S&P Puts 'BB' Prelim. Rating on $16.5MM Class E Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary ratings to Babson CLO Ltd. 2008-1/Babson CLO 2008-1 LLC's $408.5 million floating-rate notes due 2018. The preliminary ratings are based on information as of June 19, 2008. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect: -- The expected commensurate level of credit support in the form of subordination provided by the rated and subordinated notes junior to the respective classes; -- The cash flow structure, which was subjected to various stresses requested by Standard & Poor's; -- The collateral manager's experience; and -- The transaction's legal structure, including the issuer's bankruptcy remoteness. Preliminary Ratings Assigned Babson CLO Ltd. 2008-1/Babson CLO 2008-1 LLC Class Rating Amount ----- ------ ------ A AAA $340,000,000 B AA $18,000,000 C-1 A $16,000,000 C-2 A $5,000,000 D BBB $13,000,000 E BB $16,500,000 Subordinated notes NR $41,500,000 NR -- Not rated. BANC OF AMERICA: S&P Lowers Ratings on Four Certificate Classes --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on four classes of pooled commercial mortgage pass-through certificates from Banc of America Commercial Mortgage Inc.'s series 2005-1. Concurrently, S&P lowered its ratings on nine classes of nonpooled certificates and affirmed our ratings on 16 other classes from this series. The downgrades reflect the credit deterioration of the pool; specifically, eight loans have a reported a debt service coverage below 1.0x. In addition, the downgrades of the nonpooled certificates reflect the credit deterioration of the Southdale Mall loan, which is the largest loan in the pool. The affirmed ratings reflect credit enhancement levels that provide adequate support through various stress scenarios. As of the June 10, 2008, remittance report, the collateral pool consisted of 135 loans with an aggregate trust balance of $2.052 billion, compared with 135 loans totaling $2.332 billion at issuance. The master servicer, Bank of America N.A., reported financial information for 96% of the pool. Ninety-two percent of the servicer-provided information was full-year 2007 data. There are eight loans in the pool, totaling $80.5 million (4%), that have a reported DSC of lower than 1.0x. The loans are secured primarily by a variety of office and multifamily properties, with an average balance of $10.1 million and an average decline in DSC of 38% since issuance. Standard & Poor's calculated a weighted average DSC for the entire pool of 1.76x, up from 1.66x at issuance. To date, the trust has not experienced any losses. Bank of America reported a watchlist of 20 loans ($213.3 million, 10%). The Terminal Tower loan ($37.4 million, 2%) is the largest loan on the watchlist. The loan is secured by a 576,620-sq.-ft. office property in Cleveland, Ohio. The loan appears on the watchlist because the property reported a year-end 2007 DSC of 1.08x and an occupancy of 72%. The remaining loans are on the watchlist primarily because of low occupancy or a decline in DSC since issuance. The top 10 loans have an aggregate outstanding balance of $755.4 million (39%) and a weighted average DSC of 1.80x, up from 1.75x at issuance. Standard & Poor's reviewed property inspections provided by the master servicer for all of the assets underlying the top 10 exposures and all of the properties were characterized as "good." Six loans in the pool had credit characteristics consistent with those of investment-grade obligations at issuance. Currently, the loans continue to exhibit these credit characteristics with the exception of Southdale Mall. Details of the two largest loans are: -- The largest exposure in the pool, Southdale Mall, has a trust balance of $150.0 million (9%) and a whole-loan balance of $186.6 million. The whole loan consists of a $150.0 million senior participation and a $36.5 million junior participation that is securitized on a nonpooled basis. The nine "SM" certificates derive 100% of their cash flows from the properties backing the Southdale Mall loan. The loan is collateralized by 740,326 sq. ft. of a 1,181,355-sq.-ft. regional mall in Edina, Minnesota. The mall has had a vacant anchor space totaling 24% of the net rentable area, which has not been leased since issuance. In addition, the in-line tenant occupancy had dropped to 72% as of January 2008 from 79% at issuance. For the year-ended Dec. 31, 2007, DSC was 2.01x, and the mall had an overall occupancy of 78%. Standard & Poor's adjusted value for this loan is down 22% from its level at issuance. The downgrades of the "SM" certificates reflect the lower valuation and net cash flow. -- The Zurich Towers is the third-largest loan in the pool with a balance of $81.4 million (4%). The loan is collateralized by two office buildings totaling 807,624- sq.-ft. in Schaumburg, Illinois. Zurich American Insurance Co. (AA-/Stable/--) has a 12-year bondable net lease for the collateral space. For the year ended Dec. 31, 2007, DSC was 2.48x. Standard & Poor's adjusted value for this loan is comparable to its level at issuance. Standard & Poor's stressed the loans on the watchlist and the other loans with credit issues as part of its analysis. The resultant credit enhancement levels support the affirmations. Ratings Lowered Banc of America Commercial Mortgage Inc. (pooled) Commercial mortgage pass-through certificates series 2005-1 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ L B+ BB- 2.30% M B B+ 2.16% N B- B 1.87% O CCC+ B- 1.30% Banc of America Commercial Mortgage Inc. (nonpooled) Commercial mortgage pass-through certificates series 2005-1 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ SM-A B- BBB- N/A SM-B B- BB+ N/A SM-C CCC+ BB+ N/A SM-D CCC BB+ N/A SM-E CCC- BB N/A SM-F CCC- BB N/A SM-G CCC- BB N/A SM-H CCC- BB- N/A SM-J CCC- B N/A Ratings Affirmed Banc of America Commercial Mortgage Inc. (pooled) Commercial mortgage pass-through certificates series 2005-1 Class Rating Credit enhancement ----- ------ ------------------ A-3 AAA 23.04% A-4 AAA 23.04% A-5 AAA 23.04% A-SB AAA 23.04% A-1A AAA 23.04% A-J AAA 14.69% B AA 11.67% C AA- 10.66% D A 8.50% E A- 7.49% F BBB+ 6.19% G BBB 5.18% H BBB- 3.46% J BB+ 3.17% K BB 2.74% XW AAA N/A N/A -- Not applicable. BCE INC: Lower Court Ruling Overturned, Buyout Deal to Proceed -------------------------------------------------------------- The Supreme Court of Canada unanimously overturned a controversial lower-court ruling, brightening the prospects for the $35 billion buyout of telecom company BCE Inc., The Wall Street Journal reported. In a press statement, BCE Inc. disclosed that the Supreme Court of Canada's decision reinstating the court order approving the company's plan of arrangement opens the path to complete the sale of the company to an investor group led by Teachers' Private Capital, the private investment arm of the Ontario Teachers' Pension Plan, Providence Equity Partners Inc., Madison Dearborn Partners LLC, and Merrill Lynch Global Private Equity. According to WSJ, the judgment, which throws out a lawsuit by BCE bondholders challenging the transaction, allows the deal to proceed. The court didn't provide a rationale for its ruling; an opinion will be issued at a later date, WSJ added. In a statement, Richard J. Currie, chair of the board of BCE Inc. and Bell Canada, said: "this unanimous decision by the Supreme Court affirms BCE's long standing position that the plan of arrangement complies with the rights and reasonable expectations of Bell Canada debentureholders," CRTC final approval was obtained on June 20. Further, Industry Canada also confirmed its approval will be issued early next week. As a result, all third party approvals necessary for the transaction will be obtained before June 30, 2008. In light of the delay caused by legal challenges to the plan of arrangement, the company's objective is now to close the transaction in the third quarter of 2008. "With this decision by the Supreme Court and the confirmation of regulatory approvals, we are now in a good position to complete the transaction," Mr. Currie added. "We expect all parties to the transaction will honor their commitments." BCE stock was up nearly 10% to $37.50 in after-hours trading June 20 from its closing price of $34.10 in 4 p.m. New York Stock Exchange trading. The buyout deal was struck at $42, WSJ noted. About BCE Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) -- http://www.bce.ca/-- is a communications company, providing comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada and an interest in CTVglobemedia. Bell Canada -- http://www.bell.ca/-- is a wholly owned subsidiary of BCE Inc. Bell offers integrated information and communications technology services to businesses and governments, and is the Virtual Chief Information Officer to small and medium businesses. * * * As reported in the Troubled Company Reporter on Dec. 14, 2007, Standard & Poor's Ratings Services kept its ratings on BCE Inc. and its related entities on CreditWatch with negative implications, pending the completion of the company's leveraged buyout by a consortium of private equity investors led by Teachers Private Capital as announced on June 30, 2007. As a result of the proposed LBO, S&P expect reported debt to increase to about C$37 billion from about C$10 billion at Sept. 30, 2007. As reported in the Troubled Company Reporter on Sept. 26, 2007, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada to 'BB-' from 'A-'. BIOPACK ENVIRONMENTAL: Has $2,512,690 Equity Deficit at March 31 ---------------------------------------------------------------- Biopack Environmental Solutions Inc.'s consolidated balance sheet at March 31, 2008, showed $2,452,438 in total assets and $4,965,128 in total liabilities, resulting in a $2,512,690 total stockholders' deficit. At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $523,873 in total current assets available to pay $2,205,108 in total current liabilities. The company reported a net loss of $875,039 on revenues of $41,238 for the first quarter ended March 31, 2008, compared with a net loss of $199,245 on revenues of $798,499 in the same period last year. The decline in sales is primarily attributable to a reduction in the amount of business the company could send to its OEM factory, which began to experience quality issues. 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?2e4b Going Concern Doubt Gruber & Company, LLC, in Lake Saint Louis, Missouri, expressed substantial doubt about Biopack Environmental Solutions 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 incurred a net loss for the year ended Dec. 31, 2007, of $5,011,576, had an accumulated deficit of $3,892,150 and a working capital deficit of $1,717,380. About Biopack Environmental Biopack Environmental Solutions Inc. (OTC BB: BPAC) -- http://www.biopackenvironmental.com/-- manufactures 100% biodegradable consumer products from agricultural waste by products. BLACK DIAMOND: Hires Miller Buckfire as Exclusive Fin. Advisor -------------------------------------------------------------- Black Diamond Mining Company LLC employed Miller Buckfire & Co. LLC. as its exclusive financial advisor in connection with the company's restructuring. Miller Buckfire will assist Black Diamond in evaluating various prospective transactions, including a capital raise to sponsor a chapter 11 plan of reorganization and a sale of the business pursuant to section 363 of the U.S. Bankruptcy Code. The company does not intend to disclose developments regarding its consideration of the foregoing transactions unless and until the Bankruptcy Court has approved a definitive transaction. Headquartered in Pikeville, Kentucky, Black Diamond Mining Co., LLC, is a coal-mine operator. The company and seven of its affiliates filed for Chapter 11 protection on March 4, 2008 (Bankr. E.D. Ky. Lead Case No.08-70109). David M. Cantor, Esq., at Seiller Waterman, LLC, represents the Debtors in these cases. No Official Committee of Unsecured Creditors has been appointed in these cases to date. When the Debtor filed for protection against their creditors, it listed assets and debts between $100 million to $500 million. Prudential Insurance Co. of America and subsidiaries of CIT Group Inc. C.I.T. Capital U.S.A. Inc. and The C.I.T Group/Commercial Services Inc., filed involuntary Chapter 11 petitions against FCDC Coal Inc., Black Diamond Mining Co., Martin Coal Processing Corp., Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine Resources Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008 (Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to 08-70067). Robert J. Brown, Esq., at Wyatt, Tarrant & Combs, L.L.P., represent the petitioners. According to the petitioners, the Debtors' owe them $150 million. As reported in the Troubled Company Reporter on Feb. 25, 2008, the petitioning creditors sought the appointment of a Chapter 11 trustee for the Debtors. The petitioners alleged that the Debtors' controlling equity owner Harold E. Sergent and other shareholders are "hopelessly conflicted. "They insisted that the company has no money since losing $25 million last year and they had refused to dole out a single cent until a trustee assumes control of the company and comes up with an appropriate budget. The TCR on March 4, 2008, reported that the Court directed the appointment of a chief restructuring officer -- either Ira Genser or Steven Cohn from Alvarez & Marsal North America LLC -- for FCDC Coal Inc. and Black Diamond Mining Co. The Court said the CRO will "have the same powers as a trustee," which will include retention and termination of workers, and the investigation of the Debtors' officers. BOB WILSON: Can't Use Cash Collateral, Chrysler Financial Says -------------------------------------------------------------- Bob Wilson Dodge Chrysler Jeep LLC asked the U.S. Bankruptcy Court for the Middle District of Florida for permission to use cash collateral upon which DaimlerChrysler Financial Services Americas LLC asserts a security interest and lien. The Debtor owes Chrysler Financial about $18 million, secured with the Debtors' accounts receivable and other related items. The Debtor's daily operations constantly replenish accounts receivable, some of which constitute funds due to Chrysler Financial for vehicles sold but unfunded where the retail funding takes a limited period of time. The Debtor intends to sell vehicles floor-planned with Chrysler Financial either for cash or in a manner that will allow the amount that Chrysler Financial has advanced to be repaid upon the receipt of funds from a third party motor vehicle financing company or other lender. The Debtor proposes to use cash collateral to pay off existing liens with respect to traded-in vehicles as soon as practicable and to pay payroll, insurance, utilities, and purchase of automotive parts. The Debtor intends to provide Chrysler Financial with a postpetition replacement lien on their assets to the same extent and validity and with the same priority as the existing lien. Chrysler Financial Objects Chrysler Financial related that on Sept. 20, 2007, it entered into a master loan and security agreement with the Debtor by executing an additional borrower addendum to the master loan and security agreement. Under the agreement, Chrysler Financial agreed to extend new and used vehicle financing to the Debtor. With the credit facilities, the Debtor purchased new motor vehicles from Chrysler and used motor vehicles from other sources. In addition, the Debtor is party of a capital loan with Chrysler Financial in the amount of $2,800,000 as of April 30, 2008. As of April 25, 2008, the Debtor owes Chrysler Financial the amount of $21,211,001. In addition to the direct obligation, Chrysler Financial said that the Debtor is a guarantor of certain real estate-related obligations of its debtor-affiliate, Pabo LLC, and Robert M. Wilson, Jr., in the amount of $10,789,000. Chrysler Financial said it asserts a priority security interest in all of the Debtor's assets. During April 2008, Chrysler Financial related that the Debtor had sold various vehicles subject to the security interest of Chrysler Financial. The Debtor converted the proceeds to its own use by effecting a sale out of trust. Chrysler Financial promptly demanded the Debtor to pay of the SOT prior to the bankruptcy filing, as required under the terms of the financing agreement. As of April 25, 2008, Chrysler Financial said that the Debtor had sold vehicles on a SOT basis in the aggregate amount of $2,165,239. In response to the SOT, Chrysler Financial suspended the Debtor's ability to finance the purchase of vehicles under the financing agreement. At the request of Chrysler Financial, the Debtor established a proceeds account at U.S. AmeriBank on April 21, 2008, and agreed to deposit all of the proceeds of the sale of vehicles. Under a notice of assignment, Chrysler Financial directed AmeriBank to directly deposit to Chrysler Financial the sums held "in trust." Chrysler Financial said that the funds deposited at AmeriBank do not constitute cash collateral because they are held in trust and do not belong to the estate. Chrysler Financial also placed a representative at the Debtor's premises to monitor the sales of the vehicles and to block further SOT. Chrysler Financial added that the Debtor, as of the bankruptcy filing, had sold $1,105,739 of vehicles without funding from consumer's retail financing source. Chrysler Financial alleged that the Debtor has not accounted for funds received postpetition nor has it provided evidence of segregation of Chrysler Financial's cash collateral. The Debtor, Chrysler Financial asserted, has not established or even alleged the ability to operate profitability (or even break- even) postpetition. According to Chrysler Financial there is insufficient information available for the Court to award the Debtor authority to use cash collateral. Jonathan D. Deily, Esq., at Deily, Mooney & Glastetter, LLP represents Chrysler Financial. About Bob Wilson Headquartered in Tampa, Florida, Bob Wilson Dodge Chrysler Jeep LLC -- http://www.bobwilsondodgesuperstore.com/-- is a certified DaimlerChrysler Five Star dealership with a huge inventory of high quality new and pre-owned vehicles. The Debtors and its debtor- affiliates filed for separate Chapter 11 protection on April 25, 2008 (Bankr. M.D.Fla. Case No.: 08-05759 thru 08-05763.) Scott A. Stichter, Esq., and Harley E. Riedel, Esq. at Stichter Riedel Blain & Prosser PA represent the Debtors in their restructuring efforts. The Debtors listed $25,755,784 in assets and $20,789,595 in liabilities. BOB WILSON: Chrysler Balks at Assignment of Buccaneer Lease ----------------------------------------------------------- Bob Wilson Dodge Chrysler Jeep LLC and its debtor-affiliates asked the U.S. Bankruptcy Court for the Middle District of Florida for permission to assume and assign their unexpired luxury suite license agreement to Dayton Andrews. The Debtors related that they entered into a license agreement with Buccaneers Limited Partnership for the use of a luxury suite at Raymond James Stadium. The Debtors received an offer from Dayton Andrews under which Dayton Andrews or a related entity would take an assignment of the luxury suite lease. The Debtors will not receive any money from the assignee for the agreement assumption and assignment. The Debtors' prepetition deposit will remain in place, although the Debtors would not be liable for payments under the agreement. The Debtors said that there are no defaults under the agreement. Chrysler Financial Objects DaimlerChrysler Financial Services Americas LLC told the Court that the Debtors, pursuant to the lease agreement, have the use and enjoyment of a luxury suite at Raymond James Stadium for all pre-season and regular season games of the Tampa Bay Buccaneers Football Club. The lease includes 16 admission tickets per game and three parking passes. Chrysler Financial said that there are only 95 luxury suites available for lease at the stadium. The Debtors are not the sole owners of the lease, Chrysler Financial said. The Debtors own 50% of the lease interest, Dayton Andrews owns 25%, and a certain Mr. Ormes owns the remaining 25%. Chrysler Financial said that the Debtors failed to disclose this information in their motion. Pursuant to the lease agreement, the Debtors provided the Buccaneers $55,000 as a security for the prompt and full payment of license fees. At the end of the lease, the security deposit, a property of the estates, will be returned to the Debtors, Chrysler Financial said. The Debtors propose to convey 50% share of the lease to Dayton Andrews without their receipt of any monetary consideration. Chrysler Financial said there is no justification to convey the deposit, a valuable asset, without bringing value to the estate. The annual fee under the lease is $66,750, indicating that the Buccaneers believe the luxury suite commands significant interest and value to the community, Chrysler Financial pointed out. Chrysler Financial noted that the Tampa Bay community has significant interest in attending the football games and the 2007 season averaged 66,567, based on Sports Two LLC's online sport statistics. Chrysler Financial added that the Debtors have not taken any steps to protect the estates in the even of default by Mr. Andrews. The motion, Chrysler Financial noted, is silent to Mr. Andrews providing an indemnification agreement to the Debtors should he default under the lease resulting in the forfeiture of the deposit posted by the Debtors. According to Chrysler Financial, Mr. Andrews may not be able to perform under the lease since he recently suffered a heart attack and a stroke. Chrysler Financial related that the lease is marketable and it is likely that significant interest exists in the Tampa Bay community for a third party to assume the lease. Hence, the Court should direct the Debtors to notify the public of the proposed assignment of the lease in various newspapers and on the Buccaneer's Web site. Jonathan D. Deily, Esq., at Deily, Mooney & Glastetter, LLP represents Chrysler Financial. About Bob Wilson Headquartered in Tampa, Florida, Bob Wilson Dodge Chrysler Jeep LLC -- http://www.bobwilsondodgesuperstore.com/-- is a certified DaimlerChrysler Five Star dealership with a huge inventory of high quality new and pre-owned vehicles. The Debtors and its debtor- affiliates filed for separate Chapter 11 protection on April 25, 2008 (Bankr. M.D.Fla. Case No.: 08-05759 thru 08-05763.) Scott A. Stichter, Esq., and Harley E. Riedel, Esq. at Stichter Riedel Blain & Prosser PA represent the Debtors in their restructuring efforts. The Debtors listed $25,755,784 in assets and $20,789,595 in liabilities. BONANZA OIL: Posts $279,187 Net Loss in 2008 First Quarter ---------------------------------------------------------- Bonanza Oil & Gas Inc. reported a net loss of $279,187 on oil & gas sales of $13,913 for the first quarter ended March 31, 2008. The company was incorporated on Aug. 17, 2007, and thus no prior year comparisons were provided. All of the company's current revenues are derived from oil sales from its Plantation property. At March 31, 2008, the company's consolidated balance sheet showed $2,431,583 in total assets, $1,003,201 in total liabilities, and $1,428,382 in total stockholders' equity. The company's consolidated balance sheet at March 31, 2008, also showed strained liquidity with $152,458 in total current assets available to pay $1,003,201 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?2e5e Going Concern Doubt RBSM LLP, in New York, expressed substantial doubt about Bonanza Oil & Gas Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the the period from Aug. 17, 2007 (date of inception) to Dec. 31, 2007. The auditing firm pointed to the company's recurring losses from operations and accumulated deficit. About Bonanza Oil Based in Houston, Bonanza Oil and Gas Inc. (OTC BB: BGOI) is an independent energy company engaged primarily in the acquisition, development, production and the sale of oil, gas and natural gas liquids. The company's production activities are located in the United States of America. Bonanza was originally incorporated as Plantation Working Interests LLC (Plantation) in the State of Texas on Aug. 17, 2007, to acquire a working interest (22.5% pre-payout, 15% post-payout) in 8 oil and gas wells in Gonzales County, Texas. BONIFACIUS LIMITED: Fitch Junks Ratings on Four Note Classes ------------------------------------------------------------ Fitch Ratings has downgraded and assigned Distressed Recovery ratings on six classes of notes issued by Bonifacius, Limited and Bonifacius, LLC. Fitch has also removed all six classes from Rating Watch Negative. These rating actions are effective immediately: -- $1,596,550,773 class A-1M to 'CC/DR4' from 'BBB'; -- $221,060,876 class A-1Q to 'CC/DR4' from 'BBB'; -- $275,000,000 class A-1J to 'C/DR6' from 'BB'; -- $125,000,000 class A-2 to 'C/DR6' from 'B-'; -- $115,000,000 class A-3 to 'C/DR6' from 'CCC'; -- $55,000,000 class A-4 to 'C/DR6' from 'CC'; Separately, Fitch has assigned these DRs to classes B, C and D, all of which remain at 'C': -- $34,757,534 class B 'C/DR6'; -- $15,924,272 class C 'C/DR6'; -- $17,187,839 class D 'C/DR6'. Bonifacius is a cash flow structured finance collateralized debt obligation that closed on July 27, 2007 and is managed by Collineo Asset Management GmbH. Presently 44.4% of the portfolio is comprised of 2005, 2006 and 2007 vintage U.S. subprime residential mortgage-backed securities, 30.1% consists of 2005, 2006 and 2007 vintage U.S. SF CDOs and 7.9% is comprised of 2005, 2006 and 2007 vintage U.S. Alternative-A RMBS. Fitch's rating actions reflect the significant collateral deterioration within the portfolio, specifically subprime RMBS, Alt-A RMBS, and SF CDOs with underlying exposure to subprime RMBS. Since Nov. 21, 2007, approximately 72.9% of the portfolio has been downgraded with 34.3% of the portfolio currently on Rating Watch Negative. 58% of the portfolio is now rated below investment grade, of which 40.7% of the portfolio is rated 'CCC+' and below. Fitch notes that, overall, 68.4% of the assets in the portfolio now carry a rating below the rating it assumed in November 2007. The negative credit migration experienced since the last review on Nov. 21, 2007 has resulted in the Weighted Average Rating Factor deteriorating to 27.26 from 6.13, breaching its covenant of 1.15, as of the March 31, 2008 trustee report. The collateral deterioration has caused each of the overcollateralization tests to fall below 100% and fail their respective triggers. As of the trustee report dated April 3, 2008, the class A OC ratio was 80.5%, the class B OC ratio was 79.4%, the class C OC ratio was 78.9% and the class D OC ratio was 78.4%. The class A OC ratio fell below 100% for the first time in January 2008 which caused an Event of Default to occur. As a result of the Event of Default, the transaction accelerated thereby making all distributions of principal and interest to only the class A-1Q and A-1M notes until paid in full which led to a default in the payment of interest to the timely classes A-1J, A-2, A-3 and A-4. Payment of interest to the class B, class C and class D notes has been made in kind by writing up the principal balance of each class by the amount of interest owed. As a remedy to the Event of Default, the majority of holders of the class A notes have directed the sale and liquidation of the collateral which is to take place at a public sale June 17-19. Fitch expects that the proceeds from the liquidation of the collateral will not be enough to pay the senior most classes, the class A-1Q and class A-1M notes and the remaining classes are expected to receive zero interest and principal. The ratings on the class A-1J loan and the class A-1M, A-1Q, A-2, A-3 and A-4 notes address the timely receipt of scheduled interest payments and the ultimate receipt of principal as per the transaction's governing documents. The ratings on classes B, C and D address the ultimate receipt of interest payments and ultimate receipt of principal as per the transaction's governing documents. The ratings are based upon the capital structure of the transaction, the quality of the collateral, and the protections incorporated within the structure. BOOZ ALLEN: S&P Assigns 'B+' Corporate Credit Rating ---------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating on McLean, Virginia-based Booz Allen Hamilton Inc., a professional and government information technology services provider serving the U.S. public sector. The outlook is positive. "The rating is based on a highly leveraged financial profile with weak cash flow protection measures, partially offset by Booz Allen's satisfactory business profile, reflecting its longstanding relationship with government agencies, long-term contracts, and lower customer concentration risk," said Standard & Poor's credit analyst David Tsui. At the same time, S&P assigned issue-level and recovery ratings on Booz Allen's senior secured financing and senior unsecured mezzanine facility. The company's $810 million senior secured bank facility is rated 'BB', with a recovery rating of '1', indicating that lenders can expect very high (90% to 100%) recovery in the event of a payment default. The secured financing consists of a $100 million revolving credit facility due 2014, a $125 million term loan A due 2014, and a $585 million term loan B due 2015. The company's $550 million senior unsecured mezzanine facility due 2016 is rated 'B', with a recovery rating of '5', indicating that lenders can expect modest (10% to 30%) recovery in the event of a payment default. All ratings are based on preliminary offering statements and are subject to review upon final documentation. Booz Allen will use proceeds from the $710 million first lien-term loan, $550 million senior unsecured mezzanine facility, and $158 million of payment-in-kind deferred payment obligation at the holding company level, to help fund the purchase of the U.S. Government consulting business from its commercial consulting business. The revolving credit facility will be undrawn at closing. Booz Allen is a provider of management consulting, IT, and systems development/engineering services to the U.S. public sector. CAPITAL TRUST: Fitch Holds 'B-' Rating on $10.133MM Class H Notes ----------------------------------------------------------------- Fitch affirmed all classes of Capital Trust RE CDO 2005-1 as: -- $211,941,000 class A notes at 'AAA'; -- $36,309,000 class B notes at 'AA'; -- $21,110,000 class C notes at 'A'; -- $14,354,000 class D notes at 'BBB'; -- $15,199,000 class E notes at 'BBB-'; -- $6,755,000 class F notes at 'BB'; -- $6,755,000 class G notes at 'B'; -- $10,133,000 class H notes at 'B-'. Fitch's affirmations are based on the transaction maintaining an adequate reinvestment cushion, remaining within its other transaction covenants, and passing Fitch's property value decline stress scenarios. The deal was reviewed as approximately 34% of the portfolio has turned over since the last review. Deal Summary: Capital Trust RE CDO 2005-1 is a $338,233,507 revolving commercial real estate cash flow collateralized debt obligation that closed on March 15, 2005. As of the May 2008 trustee report and per Fitch categorizations, the CDO was substantially invested as: B- notes (41.2%), commercial real estate mezzanine loans (13.1%), real estate bank loan mezzanine interests (9.5%), CMBS (29.0%), CRE CDOs (4.6%), and cash (2.6%). The CDO is also permitted to invest in synthetic securities. The portfolio is selected and monitored by CT Investment Management Co., LLC. Capital Trust RE CDO 2005-1 has a five-year reinvestment period during which, if all reinvestment criteria are satisfied, principal proceeds may be used to invest in substitute collateral. The reinvestment period ends in April 2010. Asset Manager: CTIMCO, the collateral manager for the transaction, is a wholly owned subsidiary of Capital Trust Inc. CT, a specialty finance and investment management company founded in 1997 by Sam Zell and John Klopp, is a balance sheet investor and investment manager focused on structured finance products. The company is one of the leading real estate mezzanine investors in the U.S. and has originated over $10 billion of mezzanine and other high-yield investments. Performance Summary: The CDO is in compliance with all its reinvestment covenants. The current portfolio's weighted average Fitch stressed last-dollar debt service coverage ratio is 1.24x, which is above the minimum covenant requirement of 1.20x. The last-dollar DSCR is calculated as the last dollar exposure to the trust and excludes any subordinate amounts outside the transaction. Fitch reviewed the most current cash flow statements available for its analysis. The Fitch Poolwide Expected Loss is 22.500%, as of June 2008, compared to a PEL of 18.125% at last review in July of 2007. This increased PEL is primarily due to the application of Fitch's interim surveillance methodology to the rated securities portion which represents approximately 43% of the portfolio. Additionally, one of the pool's B-notes is secured by a portfolio of three casinos which have experienced decreases in net cash flow. Fitch increased the expected loss on this loan to account for its declining performance. As a result of the increased PEL, the CDO has below average reinvestment flexibility with 3.125% of cushion. The tighter cushion is somewhat mitigated by the fact that there is less than two years remaining in the reinvestment period, and more loan extensions are expected than payoffs for the remainder of the reinvestment period. The weighted average spread is 2.03%, which is above the covenant of 1.50%; and the weighted average coupon is 6.54%, which is above the covenant of 4.50%. The overcollateralization and interest coverage ratios of all classes have remained above their covenants, as of the May 2008 trustee report. Collateral Analysis: Approximately 54% of the pool is comprised of commercial real estate loan assets, and approximately 43% is comprised of rated securities. Of the CREL assets, all are subordinate debt, which is either CRE B-notes or mezzanine debt. The remaining assets are composed of CMBS, CRE CDOs, and real estate bank loans. The weighted average rating of the rated securities is 'BBB-/BB+'. As of the May 2008 trustee report and per Fitch categorizations, the CDO is within all its property type covenants. Hotel loans comprise the largest percentage of assets at 28.9%. Office loans have the next highest percentage at 17.3%. The CDO is also within all its geographic location covenants with the highest percentage of assets located in New York at 27.2%. Based on the number of obligors, the pool is considered concentrated relative to other CRE CDOs. For a summary of the Fitch Loans of Concern and the 10 largest loans, please refer to the Capital Trust RE CDO 2005-1 CREL Surveyor Snapshot on the Fitch Ratings web site, which will be available beginning June 26, 2008. Rating Definitions: The ratings of the class A and B notes address the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. The ratings of the class C, D, E, F, G, and H notes address the likelihood that investors will receive ultimate interest and deferred interest payments, as per the governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. Upgrades during the reinvestment period are unlikely given the pool could still migrate to the modeled stressed PEL. Generally, Fitch will consider placing classes on Rating Watch Negative should the reinvestment cushion fall below 2.00%. Additionally, Fitch performs value decline stress testing on the CDO's liabilities. To the extent investment grade rated bonds could be impaired by a 25% property value decline, classes could also be placed on Rating Watch Negative or downgraded. The Fitch PEL is a measure of the hypothetical loss inherent in the pool at the 'AA' stress environment before taking into account the structural features of the CDO liabilities. Fitch PEL encompasses all loan, property, and poolwide characteristics modeled by Fitch. Fitch will continue to monitor and review this transaction and will issue an updated Snapshot report after each committeed review. The surveillance team will conduct a review whenever there is at least a 15% change in the collateral composition, or semi-annually. CAPITAL TRUST: Fitch Affirms 'B' Rating on $16.204MM Class G Trust ------------------------------------------------------------------ Fitch Ratings has affirmed all classes of Capital Trust RE CDO 2004-1 as: -- $100,463,000 class A-1 at 'AAA'; -- $79,398,000 class A-2 at 'AAA'; -- $29,167,000 class B at 'AA'; -- $19,444,000 class C at 'A-'; -- $21,065,000 class D at 'BBB'; -- $3,241,000 class E at 'BBB-'; -- $6,481,000 class F at 'BB'; -- $16,204,000 class G at 'B'. Fitch's affirmation of the above classes is based on the transaction maintaining an adequate reinvestment cushion, remaining within its other transaction covenants, and passing Fitch's property value decline stress scenario. The deal was reviewed as approximately 40% of the portfolio has turned over since the last review. Deal Summary: Capital Trust RE CDO 2004-1 is a $326,816,517 revolving commercial real estate cash flow collateralized debt obligation that closed on July 20, 2004. As of the May 2008 trustee report and per Fitch categorizations, the CDO was substantially invested as follows: B-notes (55.2%), CRE mezzanine loans (33.8%), real estate bank loans (3.5%), commercial mortgage-backed securities (CMBS; 6.2%), and cash (1.4%). The portfolio is selected and monitored by CT Investment Management Co., LLC. Capital Trust RE CDO 2004-1 has a five-year reinvestment period during which, if all reinvestment criteria are satisfied, principal proceeds may be used to invest in substitute collateral. The reinvestment period ends next month (July 2008). Asset Manager: CTIMCO, the collateral manager for the transaction, is a wholly owned subsidiary of Capital Trust Inc. CT, a specialty finance and investment management company founded in 1997 by Sam Zell and John Klopp, is a balance sheet investor and investment manager focused on structured finance products. The company is one of the leading real estate mezzanine investors in the U.S. and has originated over $10 billion of mezzanine and other high-yield investments. Performance Summary: The CDO is in compliance with all its reinvestment covenants. The current portfolio's weighted average Fitch stressed last-dollar debt service coverage ratio is 0.99 times, which is above the minimum covenant requirement of 0.95x. The last-dollar DSCR is calculated as the last dollar exposure to the trust and excludes any subordinate amounts outside the transaction. Fitch reviewed the most current cash flow statements available for its analysis. The Fitch Poolwide Expected Loss is 34.625%, as of June 2008, compared to a PEL of 30.625% at last review in July 2007. This increased PEL is primarily due to the application of Fitch's interim surveillance methodology to the rated securities portion of the portfolio which accounts for approximately 10% of the assets. Additionally, one of the pool's B-notes is secured by a portfolio of three casinos which have experienced decreases in net cash flow. Fitch increased the expected loss on this loan to account for its declining performance. As a result of the increased PEL, the CDO has below average reinvestment flexibility with 3.375% of cushion. The tighter cushion is mitigated by the fact that the reinvestment period ends in approximately one month, thus offering little opportunity for reinvestment. The overcollateralization and interest coverage ratios of all classes have remained above their covenants, as of the May 2008 trustee report. Collateral Analysis: The pool is comprised predominantly of commercial real estate loan assets; approximately 10% is comprised of rated securities. Of the CREL assets, all are subordinate debt, which is either CRE B- notes or mezzanine debt. The rated securities are composed of CMBS and a real estate bank loan. The weighted average rating of the rated securities is 'BB+/BB'. As of the May 2008 trustee report and per Fitch categorizations, the CDO is within all its property type covenants. Office loans comprise the largest percentage of assets at 37.1%. Hotel loans have the next highest percentage at 28.6%, however if adjusted for two defeased hotel loans, the percentage drops to 20.7%. The CDO is also within all its geographic location covenants with the highest percentage of assets located in New York at 15.8%. Based on the number of obligors, the pool is considered concentrated relative to other CRE CDOs. Rating Definitions: The ratings of the class A and B notes address the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. The ratings on classes C, D, E, F and G address the likelihood that investors will receive ultimate interest and deferred interest payments, as per the governing documents, as well as the aggregate outstanding amount of principal by the stated maturity date. Upgrades during the reinvestment period are unlikely given the pool could still migrate to the modeled stressed PEL. Generally, Fitch will consider placing classes on Rating Watch Negative should the reinvestment cushion fall below 2%. Additionally, Fitch performs value decline stress testing on the CDO's liabilities. To the extent investment grade rated bonds could be impaired by a 25% property value decline, classes could also be placed on Rating Watch Negative or downgraded. The Fitch PEL is a measure of the hypothetical loss inherent in the pool at the 'AA' stress environment before taking into account the structural features of the CDO liabilities. Fitch PEL encompasses all loan, property, and poolwide characteristics modeled by Fitch. Fitch will continue to monitor and review this transaction and will issue an updated Snapshot report after each committeed review. The surveillance team will conduct a review whenever there is at least a 15% change in the collateral composition, or semi-annually. CHRYSLER LLC: Exceeding Financial Targets Despite Challenges ------------------------------------------------------------ Nancy Rae, Chrysler LLC's Senior Vice President of Human Resources and Corporate Communications, defends Chrysler's status in the slowing economy and period of great change in the U.S. auto industry. The State of the US Auto Industry in 2008 Chrysler's full year plan for the market in 2008 has been aggressively conservative, allowing it to be better positioned for the current slowdown. Chrysler is clearly in a challenging environment, but continue to be focused on building a profitable enterprise for the long term. Chrysler is committed to good business practices despite the market slowdown such as reducing U.S. fleet sales (volume down more than 20% YTD) and U.S. dealer inventory (volume is down 67,000 units from a year ago). The State of Chrysler As a private company, Chrysler is like a $60 billion startup with a real owner-operator mentality. Despite the challenges, the automaker is meeting or exceeding its financial targets. According to CEO Bob Nardelli (in The Wall Street Journal), "Cerberus nor its backers are second-guessing the deal. They are not looking back." According to Tim Price, Cerberus spokesman, "We are comfortable. We are long-term investors. Chrysler is ahead of its cash flow forecast by $1 billion." Chrysler currently have its top 300 leaders going through a comprehensive leadership development program consisting of five segments focusing on strategic thinking, operating excellence and leadership. Chryler is developing project-specific alliances to help bring the world's best technology to its customers, as soon as possible. Examples range from working with Nissan on a new small car for global markets to partnering with GM, Daimler and BMW on hybrid technology. Chrysler enacted a 5% cost reduction on certain non-production materials and services as a part of ongoing efforts to reduce its cost footprint in a highly competitive marketplace. Chrysler's Sales in 2008 Worldwide sales are down 14% YTD, which includes YTD increases in Canada, Mexico and International Markets. Fleet sales in the U.S. were down 40% in May. Sales are rising for new products, such as Dodge Journey (2nd best selling mid-size crossover in May), Dodge Avenger (+15% YTD), Dodge Caliber (+9% YTD), Chrysler Sebring Sedan/Convertible (+11% YTD), and Jeep Patriot/Compass (+65% YTD). Chrysler's long-wheelbase minivans' U.S. retail sales are up 30% YTD, and retail share is up. In Canada, Chrysler is the #2 best selling manufacturer in the country, and up 5.5% YTD. In Mexico, Chrysler’s sales are up 5.1% YTD. Outside North America, Chrysler's international sales are up 8% YTD, with markets like China and Russia becoming a larger part of its business. Dealers have embraced Project Genesis, and Chrysler is making progress in transforming the U.S. dealer network. Through May, 58% of its dealers are tri-branded, compared to 50% a year ago. In the U.S., Chrysler now has 3,488 dealers, down from a year ago 3,684. Chrysler's Alignment with Marketplace Chrysler is better aligned than previously for the shift towards smaller, more fuel efficient vehicles. The automaker also believes there is a strong and viable pickup truck market going forward. Through May, Chrysler's U.S. sales were 41% pickup trucks and traditional SUVs, and 59% cars, car-based crossovers, compact vehicles and minivans. (Industry is at 33%/67% ratio) Chrysler has six vehicles that achieve 28 MPG on the highway: Dodge Caliber, Dodge Avenger, Chrysler Sebring, Chrysler Sebring Convertible, Jeep Patriot and Jeep Compass. Chrysler's Launch Lineup for 2008 These new vehicles have competitive advantages and are well-suited for today's marketplace: * Dodge Journey: A crossover with class–leading fuel economy (25 mpg) with a 4-cylinder engine. * Chrysler Aspen/Dodge Durango Hybrids: Full-size SUVs offering up to 40% improved fuel economy in the city at a price thousands of dollars less than the competition. * 2009 Dodge Ram: There is no better way to fight truck buyer malaise than with Chrysler's best truck lineup ever boasting breakthrough new features. The new Dodge Ram lineup will also soon add optional light duty diesel and hybrid powertrain options. * Dodge Challenger: This modern muscle car will come with a fuel-efficient V6 option at an aggressive entry-level price of $21,995. Harbour Report for Manufacturing Productivity This year, Chrysler tied Toyota for #1 in manufacturing productivity (avg assembly hours). Chrysler has the #1 assembly plant (innovative ToledoSupplierPark) and #1 engine plant (GEMA joint venture with Hyundai and Mitsubishi). The combination of lower hours-per-vehicle production and a more competitive wage rate helps Chrysler compete with the transplants. Quality In the latest J.D. Power IQS, the company improved six points, and Chrysler and Dodge brands showed improvement. Unfortunately, the Jeep brand was last in the survey due to concerns about the Wrangler Unlimited. Dodge Durango and Dodge Dakota were tops in segments for least problems per hundred. Chrysler PT Cruiser took second place in the "Compact Multi-Activity Vehicle Segment." Chrysler has a corporate wide focus on the customer. As part of this, Chrysler has put in place the industry's first Chief Customer Office, Doug Betts, and the Customer Advisory Board. Chrysler LLC has approved more than 400 improvements in areas such as better materials, fit and finish and quieter operation. Commodity Prices In the wake of mounting pressure from ever-increasing steel and other commodity prices, Chrysler is managing its costs and revenues to partially offset spiraling commodity costs. Chrysler will continue its overall commitment to deliver the best values in the business through increasing standard equipment with Chrysler's New Day packages to creative incentives, such as the $2.99 Gas Guarantee and our industry-leading lifetime powertrain warranty. At the beginning of the model year, Chrysler added, on average, $1,200 of new content to the vehicles in its lineup. Advanced Technology Investments Chrysler is in the midst of a $3 billion investment in advanced powertrains to develop new fuel efficient engines, axles and transmissions. ENVI is Chrysler's in-house organization charged with establishing Chrysler leadership in electric-drive vehicles and related advanced-propulsion technologies. Chrysler's UConnect(R) is a Bluetooth(R) enabled voice-activated, in-vehicle, hands-free communications system that recognizes more than 100,000 words and is capable of learning new words. Voice commands can input addresses to the navigation system, select satellite radio stations and access voice mail. New for 2009, the hands-free system automatically downloads up to 1,000 phone book entries per phone. Examples of new advanced technologies available on 2009 models include: * In-vehicle wireless Internet connectivity: coming from Mopar(R) by year end 2008. * Rear Cross Path: Chrysler-exclusive system warns drivers of approaching traffic in the parking lot aisle during back-up maneuvers. * Blind Spot Monitoring: exclusive to Chrysler and Dodge in minivan segment. About Chrysler Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- a unit of Cerberus Capital Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. * * * As reported in the Troubled Company Reporter on May 9, 2008, Fitch Ratings downgraded the Issuer Default Rating of Chrysler LLC to 'B' from 'B+', with a Negative Rating Outlook. Fitch has also downgraded the senior secured bank facilities, including senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1'; and senior secured second-lien bank loan to 'CCC+/RR6' from 'BB+/RR1'. The recovery rating on the second lien was also downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset value assumptions and associated recoveries in the event of a stress scenario. CONNIE BLALOCK: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------- Debtors: Connie Lynn Blalock Diane Ward Blalock Blalock Properties 6741 Rock Service Station Road Raleigh, NC 27603 Bankruptcy Case No.: 08-04083 Chapter 11 Petition Date: June 18, 2008 Court: Eastern District of North Carolina (Wilson) Judge: A. Thomas Small Debtors' Counsel: Richard D. Sparkman, Esq. Richard D. Sparkman & Assoc., P.A. P.O. Drawer 1687 Angier, NC 27501 Tel: (919) 639-6181 rds@sparkmanlaw.com Total Assets: $2,623,525 Total Debts: $3,119,977 Debtors' list of their 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Dalton Ward Personal loans $684,124 4705 Forestdale Road Raleigh, NC 27603 Select Portfolio Servicing Inc. Residence and .92 $492,605 Attn: Managing Agent acres at 6741 Rock ($350,000 P.O. Box 65777 Service Station secured) Salt Lake City, UT 84165 Road America's Servicing Company Rental house $82,378 Attn: Managing Agent ($50,000 P.O. Box 10328 secured) Des Moines, IA 50306 Four Oaks Bank Tract 6 - 0.93 acre $50,000 vacant lot ($35,000 secured) Asset Management Holdings, LLC Rental house $35,349 ($170,000 secured) ($150,827.47 senior lien) Stan Blalock Personal loan $27,000 Wilshire Credit Corporation Deficiency $19,319 Internal Revenue Service Notice #CP523 $18,627 2006 Tax Liability MorEquity, Inc. Rental house $15,677 ($50,000 secured) ($82,378,24 senior lien) Productivity Card Credit card $4,131 Midland Credit Management Open account $3,994 Wake County Revenue Department Property tax $1,331 DANKA BUSINESS: To Propose Amendment to $240MM Sale of Unit ----------------------------------------------------------- Danka Business Systems PLC will propose an amendment to the resolution to approve the sale of Danka's U.S. operating subsidiary, Danka Office Imaging Company to Konica Minolta Business Solutions U.S.A. Inc., at the Extraordinary General Meeting scheduled to be held on June 27, 2008. The amendment will enable shareholders to approve the proposed sale regardless of the voting outcome on a separate proposal to conduct a members voluntary liquidation of the parent company. The change was made in response to statements by a number of holders of Danka's American Depositary Shares that they support the sale of DOIC to Konica Minolta, but do not support the MVL as currently proposed. Danka's board of directors determined that it is in the best interests of Danka and its shareholders to no longer condition completion of the sale upon shareholder approval of the MVL. The board said that given Danka's liquidity position and existing debt obligations it had concluded that completing the sale of DOIC to Konica Minolta in a timely manner is of paramount importance. On April 8, 2008, Danka, a supplier of office imaging equipment and support services in the United States, disclosed a definitive agreement to sell DOIC, Danka's sole operating subsidiary, to Konica Minolta, a provider of advanced imaging and networking technologies, for approximately $240 million in cash. At that time the company also disclosed plans to conduct an MVL, using the sale proceeds to repay all of the company's outstanding indebtedness, and then distribute the remaining proceeds to Danka shareholders. "Although we continue to recommend that shareholders vote in favor of the sale transaction, MVL and related proposals, our primary mission is to close the transaction with Konica Minolta as quickly as possible," A.D. Frazier, Danka chairman and chief executive officer, stated. The full text of the proposal to amend the resolution separating approval of the sale transaction from the MVL is set forth in a supplement to the proxy statement mailed to holders of ADSs on or about that date. A revised voting instructional form for ADS holders to vote on the proposed amendment, well as the sale itself, the MVL and related proposals, is enclosed with the supplement. The Bank of New York Mellon has agreed to extend the deadline by which voting instructional forms must be returned to the depositary by holders of American Depositary Shares to 5:00 p.m., New York time, on June 25, 2008. Voluntary Liquidation After Sale As reported in the Troubled Company Reporter on May 6, 2008, Danka Business disclosed in a regulatory filing that the company will undergo a voluntary liquidation under the laws of the United Kingdom. TCR said on April, 10, 2008, that the company signed a definitive agreement with Konica Minolta Business Solutions U.S.A. Inc., enabling Konica Minolta to acquire the company's wholly owned U.S. subsidiary, Danka Office Imaging Company, at a transaction valued at $240 million. Danka Office is the company's remaining operating business. About Danka Business Systems Headquartered in St. Petersburg, Florida, Danka Business Systems PLC (LON: DNK) -- http://www.danka.com/-- offers document solutions including office imaging equipment: digital and color copiers, digital and color multifunction peripherals printers, facsimile machines, and software, in the United States. It also provides a range of contract services, including professional and consulting services, maintenance, supplies, leasing arrangements, technical support and training, collectively referred to as Danka Document Services. The company's revenue is generated from two primary sources: new retail equipment, supplies and related sales, and service contracts. Danka sells Canon products, as well as Kodak, Toshiba and Hewlett-Packard. On Aug. 31, 2006, the company sold its subsidiary, Danka Australasia, PTY Limited, to Onesource Group Limited. In January 2007, the company disposed of its European businesses to Ricoh Europe B.V. The company's Dec. 31, 2007 balance sheet showed total assets of $233.5 million, total liabilities of $225.0 million, 6.5% senior convertible participating shares of $362.6 million, and total stockholders' deficit of $354.1 million. DEAN FOODS: S&P Places 'BB-' Credit Rating Under Negative Watch --------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'BB-' corporate credit ratings on Dean Foods Co. and Pilgrim's Pride Corp., and 'BBB-' corporate credit rating on Tyson Foods Inc. on CreditWatch with negative implications. S&P could affirm or lower the ratings upon completion of its review. The CreditWatch placement is the result of S&P's concerns that in the near term these companies will be faced with even higher commodity costs than S&P's previous expectations because heavy rains and flooding in the Midwest damaged the crops, especially the corn crop. S&P's review will focus on the extent of the damage to crops, the pressure this will create for further record grain prices and the resulting effect that will have on dairy farmers, dairy cattle supply and milk prices and the company's ability to quickly pass these higher costs to its customers. In addition, S&P will discuss with management its plans to manage through these difficult market conditions. Dallas-based Dean Foods had rated debt of about $5.2 billion at March 31, 2008. Pittsburg, Texas-based Pilgrim's Pride had rated debt of about $2.1 billion at March 29, 2008. Springdale, Arkansas-based Tyson Foods had rated debt of $3.2 billion at March 29, 2008. DIAMOND GLASS: Selling Almost All Assets to Belron US for $50MM --------------------------------------------------------------- Belron US reached an agreement to acquire substantially all of the assets of Diamond Glass Inc. for $50 million plus the assumption of various liabilities, subject to approval by the U.S. Bankruptcy Court and any required regulatory approvals. Diamond filed for chapter 11 bankruptcy protection and was put up for sale under a S363 process. "Diamond Glass has a long and distinguished history," Tom Feeney, president and CEO of Belron US, said. "Our team felt the acquisition could contribute to providing better service to our customers and would enable us to add experienced associates to our growing business." Belron SA stated that the Diamond Glass acquisition is the continuation of Belron SA's strategic plan to profitably grow in the United States. "After completion of the transaction, the Belron US management team intends to work closely with the Diamond management team to assess the options for integrating the Diamond assets into Belron US," Mr. Feeney added. "Then, it will be determined how best to move forward together." The acquisition will give Belron US more retail locations, increased business capacity and improved customer service. About Belron US Headquartered in Columbus, Ohio, Belron US is a multi-faceted vehicle glass and claims management service organization. Belron US is a subsidiary of Belron SA. The company is composed of three major business operations that include vehicle glass fulfillment services, operating under the trade names Auto Glass Specialists(R), Elite Auto Glass(TM) and Safelite AutoGlass(R); windshield manufacturing; and Safelite Solutions(R) which offers fleet and insurance claims management services. The company employs more than 7,000 people throughout the United States and operates in 28 countries. About Diamond Glass Headquartered in Kingston, Pennsylvania, Diamond Glass Inc. -- http://www.diamongtriumph.com/and http://www.daimondtriumphglass.com/-- is a provider of automotive glass replacement and repair services. Founded in 1923, Diamond Glass had more than 1,600 employees as of March 15. The company and and its debtor-affiliate DT Subsidiary Corp., filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr. D. Del. Lead Case No. 08-10601). Michael P. Richman, Esq., at Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young Conaway Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The U.S. Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors. John T. Carrol, III, Esq., and Jeffrey R. Waxman, Esq., at Cozen O'Connor, represent the Committee in this cases. When the Debtors filed for bankruptcy protection, they listed assets of between $10 million and $50 million and debts of between $100 million and $500 million. DORMIA INC: Case Summary & 80 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Dormia, Inc. 8214 Wellmoor Court Jessup, MD 20794 Bankruptcy Case No.: 08-18044 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Advanced Comfort, Inc. 08-18046 Advanced Comfort of Ohio, Inc. 08-18047 Advanced Comfort of New Jersey, Inc. 08-18049 Advanced Comfort of Indiana, Inc. 08-18050 Type of Business: The Debtors manufacture beds and mattresses. See http://www.dormia.com/ Chapter 11 Petition Date: June 18, 2008 Court: District of Maryland (Baltimore) Judge: Duncan W. Keir Debtors' Counsel: Michael J. Lichtenstein, Esq. (mlichtenstein@srgpe.com) Shulman Rogers Gandal Pordy & Ecker, P.A. 11921 Rockville Pike, Suite 300 Rockville, MD 20852-2743 Tel: (301) 230-5231 Fax: (301) 230-2891 Estimated Assets: Less than $50,000 Estimated Debts: $1 million to $10 million A. A copy of Dormia, Inc.'s petition is available for free at: http://bankrupt.com/misc/mdb08-18044.pdf B. A copy of Advanced Comfort, Inc.'s petition is available for free at: http://bankrupt.com/misc/mdb08-18046.pdf C. A copy of Advanced Comfort of Ohio, Inc.'s petition is available for free at: http://bankrupt.com/misc/mdb08-18047.pdf D. A copy of Advanced Comfort of New Jersey, Inc.'s petition is available for free at: http://bankrupt.com/misc/mdb08-18049.pdf E. A copy of Advanced Comfort of Indiana, Inc.'s petition is available for free at: http://bankrupt.com/misc/mdb08-18050.pdf EMPIRE LAND: U.S. Trustee Forms Three-Member Creditor Committee --------------------------------------------------------------- Peter C. Anderson, the U.S. Trustee for Region 16, appointed three creditors to serve on an Official Committee of Unsecured Creditors for the Chapter 11 cases of Empire Land LLC and its debtor- affiliates. The creditors committee members are: 1) Linda Berberian Vice President and Senior Counsel PFF Bank & Trust Legal Department 9337 Milliken Avenue P.O. Box 2789 Rancho Cucamonga, CA 91729-2789 Tel: (909) 941-5422 2) Elizabeth Chow, Controller Pacific Advanced Civil Engineer 17520 Newhope Street, Suite 200 Fountain Valley, CA 92708 Tel: (714) 481-7300 3) Greg MC Guff Regional Vice President Lennar Homes OF California 391 North Main Street, Suite 300 Corona, CA 92880 Tel: (951) 817-3610 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Empire Land Headquartered in Ontario, California, Empire Land, LLC, dba Empire Land Development, LLC -- http://www.epinc.com/-- develops communities and other land construction projects located in California and Arizona. As of March 31, 2008, the company owned at least 11,800 lost in 14 separate land projects. The company and seven of its affiliates filed for Chapter 11 protection on April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08- 14592). James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, represents the Debtors in their restructuring efforts. The U.S. Trustee for Region 16 has appointed three creditors to serve on an Official Committee of Unsecured Creditors in this cases. The Committee selected Landau & Berger LLP as its general bankruptcy counsel. When the Debtors filed for protection against their creditors, they listed assets and debts between $100 million to $500 million. EMPIRE LAND: Committee Taps Landau & Berger as Bankruptcy Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Empire Land LLC and its debtor-affiliates asks the United States Bankruptcy Court for the Central District of California for permission to employ Landau & Berger LLP as its general bankruptcy counsel. Landau & Berger will provide legal advice with respect to: a) the duties, responsibilities and powers of the Committee in the cases, with respect to the Bankruptcy Code, the Bankruptcy Rules, the Guidelines of the Office of U.S. Trustee, and compliance with the Local Rules of the Court; b) the Debtors' propose Chapter 11 plan, the orderly wind-up and liquidation of their assets, and the determination of the allowed claims against the estate; c) the examination of all possible claims and causes of action that may belong to the Debtors' estate with respect to, but not limited to, those against the Debtors' secured lenders, their affiliates and other third parties; and d) performance of such other legal services as may be required by the Committee. The firm's professionals and their compensation rates are Professionals Designations Hourly Rates ------------- ------------ ------------ Rodger Landau, Esq. Partner $450 Michael Gottfried, Esq. Partner $450 Richard Berger, Esq. Partner $450 Ovsanna Takvoryan, Esq. Associate $375 Unspecified Paralegal $150 To the best of the Committee's knowledge, the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. About Empire Land Headquartered in Ontario, California, Empire Land, LLC, dba Empire Land Development, LLC -- http://www.epinc.com/-- develops communities and other land construction projects located in California and Arizona. As of March 31, 2008, the company owned at least 11,800 lost in 14 separate land projects. The company and seven of its affiliates filed for Chapter 11 protection on April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08- 14592). James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, represents the Debtors in their restructuring efforts. The U.S. Trustee for Region 16 has appointed three creditors to serve on an Official Committee of Unsecured Creditors in this cases. The Committee selected Landau & Berger LLP as its general bankruptcy counsel. When the Debtors filed for protection against their creditors, they listed assets and debts between $100 million to $500 million. ESMARK INC: Severstal Reiterates $17 per Share Takeover Offer ------------------------------------------------------------- The board of directors of Esmark Incorporated disclosed that OAO Severstal reiterated its interest in acquiring Esmark pursuant to its all cash $17 per share tender offer for all outstanding shares of Esmark common stock. In a letter of Gregory Mason, OAO Severstal, chief operating officer, Severstal stated that it is positioned to consummate the acquisition of Esmark. Mr. Mason said that the proposal has received the support of the United Steelworkers and Esmark's majority shareholder. Seversal also confirmed that it is prepared to immediately replace the Essar Steel Holdings Limited's financing to satisfy Esmark's obligations to all credit parties, which could jeopardize Esmark's business. The tender offer materials may be obtained for free by contacting the information agent for the tender offer, Mackenzie Partners Inc. (800) 322.2885 (Toll-Free) or (212) 929-5500 (Collect). About OAO Severstal OAO Severstal (LSE: SVST; RTS: CHMF) is an international metals and mining company with a listing on the Russian Trading System and the London Stock Exchange. Incorporated in 1993, the company focuses on high value added and unique niche products and has a successful track record of acquiring and integrating high-quality assets in North America and Europe. Severstal owns mining assets in Russia, thus securing its supplies of raw materials. About Esmark Inc. Based in Wheeling, West Virginia, Esmark Inc. (NASDAQ:ESMK) -- http://www.esmark.com-- formerly Wheeling-Pittsburgh Corporation, is a holding company that, together with its subsidiaries and joint ventures, produces steel and steel products using both integrated and electric arc furnace technology. The company's principal operating subsidiary is Wheeling-Pittsburgh Steel Corporation. The company produces flat rolled steel products for steel service centers, converters, processors, and the construction, container and agriculture industries. Its product offerings focus on higher value-added finished steel products, such as cold rolled products, fabricated products, and tin and zinc coated products. Higher value-added products comprised 60.8% of the company's shipments during the year ended Dec. 31, 2006. In addition, it produces hot rolled steel products, which represent the least processed of its finished goods. In March 2008, the company completed the sale of its minority equity interest in Wheeling-Nisshin Inc. to Nisshin Holding Inc. Going Concern Doubt On May 20, Deloitte & Touche LLP of Pittsburgh, Pennsylvania, wrote to the Board of Directors and stockholders of Esmark Incorporated that after auditing the company's financial statements for the year ended December 31, 2007, it has substantial doubt regarding the company's ability to continue as a going concern because the company has been unable to refinance its debt on a long-term basis. In its 2007 Annual Report, the company disclosed that its current revolving credit facilities are due and payable no later than September 30, 2008. The company's ability to refinance these obligations will be dependent on a number of factors including the company's ability to borrow funds from the same or alternative lenders in a difficult lending environment, the company's ability to forecast and generate cash flow from future operations and the company's ability to structure alternative capital transactions with third parties and, if necessary, obtain proceeds from the disposition of assets. On April 30, 2008, the company agreed to the material terms of a proposed tender offer and merger with Essar Steel Holdings Limited for the purchase of all of the outstanding common stock of the company for $17.00 per share. The company also entered into a binding commitment with Essar for a $110,000 term loan, the proceeds of which were used to repay the Company's outstanding term loan in the amount of $79 million and to provide additional liquidity to the Company. This proposed tender offer is subject to a 52-day "right to bid" period as set forth in the collective bargaining agreement with the USW which may or may not result in a competing bid or offer from another concern. If the proposed merger with Essar is terminated under certain circumstances, the company would be required to pay Essar a "breakage fee" of $20.5 million. On May 16, 2008, the USW publicly announced a demand that Esmark repudiate the Essar agreements and asserted that those agreements with Essar are in direct violation of the company's collective bargaining agreement with the USW. In a non-binding proposal dated May 20, 2008, OAO Severstal (Severstal) offered to acquire all of the outstanding common stock of the Company for $17.00 per share. Severstal also stated that they are prepared to enter into interim liquidity substitute financing arrangements upon entering into a mutually acceptable definitive merger agreement. Severstal represented that they have entered into an agreement that satisfies the successorship clause of the company's collective bargaining agreement and that the USW informed them that it will waive its right to bid provisions in the collective bargaining agreement with respect to the Severstal proposal. EXPRESS ENERGY: S&P Puts 'B' Rating on Proposed $360MM Facilities ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Express Energy Services Operating, LP. The outlook is stable. At the same time, S&P assigned a 'B+' rating and a '2' recovery rating to Express' proposed $360 million senior secured bank facilities, which consist of a $35 million revolving credit facility and a $325 million first-lien term loan. The '2' recovery rating indicates our expectation for substantial (70% to 90%) recovery in the event of a payment default. Pro forma for the pending debt issuances, S&P expect that Express will have $337 million of adjusted total debt, consisting of a $325 million first-lien term loan and approximately $12 million of operating-lease adjustments. Term loan proceeds and an equity injection will be used to fund the $627 million purchase of the company by Macquarie Capital Group Limited, Wachovia Capital Partners, management and others; refinance existing debt of $285 million; and cover estimated transaction fees and expenses. "The rating on Express reflects the company's position as a small niche oilfield service provider in a cyclical, volatile and highly competitive industry, combined with an aggressive growth strategy, significant working-capital needs and a fairly stringent covenant package and significant fixed charge obligations," said Standard & Poor's credit analyst Amy Eddy. The rating also reflects good expected near-term performance given robust industry conditions, low maintenance capital spending needs, moderate leverage and healthy margins. FGIC CORP: Moody's Downgrades Senior Unsecured Debt to Caa2 ----------------------------------------------------------- Moody's Investors Service has downgraded to B1, from Baa3, the insurance financial strength ratings of the main operating subsidiaries of FGIC Corporation, including Financial Guaranty Insurance Company and FGIC UK Limited. In the same rating action, Moody's has also downgraded the senior debt ratings of the holding company, FGIC Corporation to Caa2 from B3 and the contingent capital securities ratings of Grand Central Capital Trusts I-IV to B3 from B2. The rating action concludes a review for possible downgrade that was initiated on March 31, 2008, and reflects the company's severely impaired financial flexibility and the company's proximity to minimum regulatory capital requirements relative to our estimations of expected case losses. The rating action also considers the likelihood that FGIC's announced restructuring plan will ultimately result in the company retaining the higher-risk portion of the insured portfolio without the premiums associated with its lower-risk business. The outlook for the rating is negative. Moody's ratings on securities that are guaranteed or "wrapped" by a financial guarantor are generally maintained at a level equal to the higher of a) the rating of the guarantor or b) the published underlying rating. However, as FGIC's ratings are downgraded below the investment grade level, and reflecting current rating agency policy, Moody's will withdraw ratings on FGIC-wrapped securities for which there is no published underlying rating. Should the guarantor's rating subsequently move back into the investment grade range or should the agency subsequently publish the underlying rating, Moody's would reinstate the rating to the wrapped instruments. The B1 insurance financial strength rating reflects Moody's view that FGIC has limited cushion above its regulatory capital requirement given uncertainty surrounding future loss development on its mortgage exposures. FGIC has recorded approximately $1.8 billion in cumulative statutory loss reserves, much of which is associated with its mortgage-related exposures, primarily from second lien mortgage backed securities and asset-backed CDOs. FGIC's statutory surplus at 1Q2008 was $366 million, which is approximately $300 million above the statutory minimum regulatory requirement. Moody's has estimated losses on FGIC's insured portfolio of residential mortgage-backed securities that are significantly higher than the company's reserves for these transactions. The rating agency added that if FGIC's capital were to fall below the regulatory minimum, there could be material adverse effects on the firm's financial condition. A meaningful portion of FGIC's credit exposure was written in Credit Default Swap form, and contains a clause that exposes the firm to mark to market termination in the event of insolvency. A breach of minimum regulatory capital requirement heightens the risk of regulatory intervention, which could trigger a market value termination of the CDS contracts. Moody's has re-estimated expected and stress loss projections on FGIC's insured portfolio, focusing on the company's mortgage- related exposures, as well as other sectors of the portfolio potentially vulnerable to deterioration in the current environment. Based on Moody's revised assessment of the risks in FGIC's pro- forma residual portfolio, estimated stress-case losses would approximate $6.2 billion at the Aaa rating threshold. This compares to Moody's estimate of FGIC's total claims paying resources of approximately $3.7 billion, a capital position more consistent with a rating in the Ba category. Moody's said that the downgrade of FGIC Corporation's senior unsecured debt to Caa2 reflects the operating company's inability, without regulatory approval, to upstream dividends to the holding company to service debt. According to Moody's, the negative outlook on FGIC's ratings reflects continued uncertainty regarding losses that may arise on the insured portfolio and attendant risks that could occur if loses develop adversely, including the potential for regulatory intervention. The negative outlook also considers the uncertainty regarding the ultimate impact of FGIC's potential restructuring efforts on its residual portfolio. LIST OF RATING ACTIONS These ratings have been downgraded, with a negative outlook: -- Financial Guaranty Insurance Company -- insurance financial strength to B1 from Baa3. -- FGIC UK Limited -- insurance financial strength to B1 from Baa3; -- Grand Central Capital Trusts I-VI -- contingent capital securities to B3, from B2 and -- FGIC Corporation -- senior unsecured debt to Caa2 from B3. OVERVIEW OF FGIC CORPORATION FGIC Corporation is a holding company whose primary operating subsidiaries, Financial Guaranty Insurance Corporation and FGIC UK Limited, provide credit enhancement and protection products to the public finance and structured finance markets throughout the United States and internationally. FGIC Corporation is privately owned by an investor group consisting of The PMI Group, GE and private equity firms Blackstone, Cypress and CIVC. For the three months ended March 31, 2008, FGIC Corporation reported GAAP losses of $33.3 million. As of March 31, 2008, the company had shareholders' equity of approximately $548 million. FORD MOTOR: Cuts Truck Production as Demand Slows; Adds Small Cars ------------------------------------------------------------------ Ford Motor Company is making further reductions to its North American truck production plan while adding more small cars, crossovers and fuel-efficient powertrains, as the company responds to the continued deterioration in the U.S. business environment and the accelerated shift away from large trucks and SUVs. "As gasoline prices average more than $4 a gallon and consumers worry about the weak U.S. economy, we see June industry-wide auto sales slowing further and demand for large trucks and SUVs at one of the lowest levels in decades," Ford President and CEO Alan Mulally, said. "Ford has taken decisive action to respond to this accelerating shift in customer demand away from large trucks and SUVs to smaller cars and crossovers, and we will continue to act swiftly moving forward." Ford now expects U.S. industry volume in 2008 - including medium and heavy vehicles - to be between 14.7 million and 15.2 million units, compared with the previous assumption of 15 million to 15.4 million units. Accordingly, in the third quarter, Ford now plans to produce 475,000 vehicles, a reduction of 50,000 units from previously announced plans and a decline of 25% compared with the 2007 third quarter. In the fourth quarter, Ford plans to produce 550,000 to 590,000 units, a reduction of 40,000 units from previously announced plans and a decline of 8 to 14% compared with the 2007 fourth quarter. In parallel, Ford is adjusting the public introduction timing of the new 2009 Ford F-150 by approximately two months due to the industry-wide slowdown in the U.S. truck market and the need to sell down dealer inventory of the current model. The new F-150 now will go on sale in late fall. "The new 2009 F-150 raises the bar yet again on capability, quality and durability, and we know core truck customers are eagerly awaiting its arrival," said Mark Fields, Ford's President of The Americas. "Our plan all along has been to introduce the new F-150 after our dealers had a chance to sell down inventory of the existing model, and -- with the current slowdown in the marketplace -- we decided it was prudent to adjust the start of public sale for the new truck by about two months." With these actions, Ford said it now is clear that 2008 pre-tax Automotive results will be worse than 2007, cash outflows to fund operating losses and restructuring will be greater than previous guidance and, unless the economy improves, it will be difficult for Ford to break even companywide on a pre-tax basis in 2009, excluding special items. Ford North America still expects to reduce annual operating costs by about $5 billion by the end of 2008 -- at constant volume, mix and exchange, and excluding special items -- compared with 2005. Ford Motor Credit Company now will incur a pre-tax loss this year -- excluding any potential payment related to Ford's profit maintenance agreement -- primarily due to further weakness in large truck and SUV auction values. Ford Credit no longer is planning a distribution payment to Ford in 2008. Ford said it will provide more details on changes to its overall plan when it announces second-quarter financial results in July. In the meantime, Ford is taking the following production actions: -- Production of the 2009 F-150 now will begin in August at Kansas City Assembly Plant and in September at Dearborn Truck. One shift will be eliminated at both Kansas City (from two to one) and Dearborn (from three to two). Dearborn Truck will be idled most of the third quarter. -- Michigan Truck Plant will be idled for nine consecutive weeks beginning the week of June 23, in line with demand for the company's full-size SUVs. -- One shift of production will be eliminated at Louisville Assembly Plant for mid-size SUVs in the third quarter. -- The line speed will be reduced at Kentucky Truck Plant for large pickups in the third quarter. -- The line speed will be reduced at Chicago Assembly in the third quarter for full-size sedans. -- Production will wind down at Cuautitlan Assembly Plant in Mexico by the end of 2008. The plant, which now produces large pickups, will be retooled for production of the new Fiesta small car for North America beginning in early 2010. Ford also is taking these actions to increase capacity in the third quarter: -- Oakville Assembly will add a third shift for production of the Ford Edge, Lincoln MKX and all-new 2009 Ford Flex crossovers. -- Kansas City Assembly Plant's line that produces the Ford Escape, Escape Hybrid and Mercury Mariner and Mariner Hybrid small utility vehicles will add a third shift. -- Wayne Assembly Plant's body and paint shops will add a third shift, and the line-speed will be increased for final assembly production of the popular Ford Focus small car. Production at Ford's stamping, engine and transmission plants is being adjusted in line with the changes in assembly capacity. "We view the move to smaller, more fuel-efficient vehicles as permanent, and we are responding to customer demand," Mulally said. "In the near term, we are adjusting production to the actual demand -- increasing small cars and crossovers and reducing large trucks and SUVs. For the long term, we are moving fast to introduce more small cars, crossovers and fuel-efficient powertrains -- including more hybrids -- and we will adjust our manufacturing facilities to match our updated product lineup." Ford said it is uniquely positioned to build on its strength today as a crossover vehicle leader, while leveraging its small car expertise in Europe and bringing more of those vehicles to North America. In addition to hatchback and sedan versions of the European- engineered Ford Fiesta small car that goes on sale in North America in early 2010, Ford is announcing today that four- and five-door versions of the next-generation European Ford Focus small car will be produced in North America beginning in late 2010. The new Focus will be common with Europe, South America and Asia Pacific and represent the next generation of today's successful European Focus. Excellent fuel economy will be achieved through new highly efficient direct-injection engine technology and a new advanced six-speed transmission. The new Focus and Fiesta -- as well as other small cars and crossovers from Europe -- will be part of an unprecedented period of new Ford product introductions that has only just begun in North America. The new Ford Flex crossover and Lincoln MKS sedan went on sale this month, and the new F-150 goes on sale in late fall. New versions of the Ford Fusion, Mercury Milan and Lincoln MKZ mid-size cars debut late this year, as do all-new hybrid versions of the Fusion and Milan. By the end of this year, 70% of all Ford, Lincoln and Mercury products by volume in North America will be new or significantly upgraded compared with the 2006 models. By the end of 2010, 100% of the product lineup will be new, including in 2009 the next- generation Mustang, new fuel-saving EcoBoost engines and new European Transit Connect. "We remain absolutely committed to accelerating the development of the new products that customers want and value," Mr. Mulally said. "We sell some of the best smaller cars and utility vehicles in the world in our profitable European and South American operations, and our plan is to introduce these same vehicles in North America as quickly as possible. This is an integral part of our plan to leverage our global assets and achieve our goal of profitable growth." About Ford Motor Company Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles in 200 markets across six continents. With about 260,000 employees and about 100 plants worldwide, the company's core and affiliated automotive brands include Ford, Jaguar, Land Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda. The company provides financial services through Ford Motor Credit Company. The company has operations in Japan in the Asia Pacific region. In Europe, the company maintains a presence in Sweden, and the United Kingdom. The company also distributes its brands in various Latin American regions, including Argentina and Brazil. * * * As reported in the Troubled Company Reporter on March 28, 2008, Standard & Poor's Ratings Services said that the ratings and outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated B/Stable/B-3) were not affected by Ford's announcement of an agreement to sell its Jaguar and Land Rover units to Tata Motors Ltd. (BB+/Watch Neg/--) for $2.3 billion (before $600 million of pension contributions by Ford for Jaguar-Land Rover). As reported in the Troubled Company Reporter on Feb. 15, 2008, Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor Company and Ford Motor Credit Company at 'B', and maintained the Rating Outlook at Negative. As reported in the Troubled Company Reporter on Nov. 19, 2007, Moody's Investors Service affirmed the long-term ratings of Ford Motor Company (B3 Corporate Family Rating, Ba3 senior secured, Caa1 senior unsecured, and B3 probability of default), but changed the rating outlook to Stable from Negative and raised the company's Speculative Grade Liquidity rating to SGL-1 from SGL-3. Moody's also affirmed Ford Motor Credit Company's B1 senior unsecured rating, and changed the outlook to Stable from Negative. These rating actions follow Ford's announcement of the details of the newly ratified four-year labor agreement with the United Auto Workers. GCI INC: S&P Revises Outlook to Negative on Weak Credit Measures ---------------------------------------------------------------- Standard & Poor's Rating Services revised its outlook on Anchorage, Alaska-based GCI Inc. to negative from stable. At the same time, S&P affirmed all ratings on the company, including the 'BB-' corporate credit rating. "The outlook revision reflects credit measures that are weak for the 'BB-' rating following the company's announcement that it will lease transponder capacity from Intelsat," said Standard & Poor's credit analyst Allyn Arden. The deal results in a capital lease obligation totaling about $98 million. As such, leverage will increase to about 5.2x from around 4.5x prior to the transaction. "This depletes the company's financial cushion at the current rating, which could shrink if leverage rises even further," added Mr. Arden. Total debt outstanding is about $703 million. GEMINI AIR: ALPA Says Furloughs Violate Employees' Contract ----------------------------------------------------------- The Gemini Air Cargo Inc. pilots, represented by the Air Line Pilots Association Int'l., expressed their worry on reports that 75 crew members were terminated or furloughed after the bankruptcy of the company. In a statement, Capt. Bill Atchison, chairman of the Gemini unit of ALPA, related that the furloughs were done in direct violation of Section 23 of their current contract and they will take necessary steps to protect the rights of those pilots affected. Capt. Atchison related that ALPA is scheduled to open Section 6 contract negotiations in March 2009, and ALPA will move forward with the development of a strategic plan to support those negotiations. ALPA represents 225 crew members at Gemini Air Cargo. About Gemini Air Headquartered in Dulles Virginia, Gemini Air Cargo, Inc. -- http://www.geminiaircargo.com/-- provides airfreight services. It operates cargo schedules and charters on a wet-lease basis. The Debtor and its debtor-affiliates filed for Chapter 22 protection on June 18, 2008, (Bankruptcy S.D. Fla. Case No.: 08- 18175 to 08-18179) Paul Steven Singerman, Esq. at Berger Singerman P.A. represents the Debtors in their restructuring efforts. The Debtor's financial condition as of the petition date showed estimated assets and debts of $100 million to $500 million. The Debtor and its debtor-affiliate first filed for chapter 11 protection on March 15, 2006, (Bankr. S.D. Florida Case Nos. 06- 10870 and 06-10872). Kourtney P. Lyda, Esq., at Haynes and Boone, LLP, represents the Debtor. The Debtors emerged from bankruptcy five months later. GENERAL MOTORS: 17,398 U.S. Hourly Workers Avail Attrition Plan --------------------------------------------------------------- The special attrition plan for General Motors Corp. U.S. hourly employees recently closed. According to the Special Attrition Plan Summary, a total of 17,398 U.S. hourly workers have taken advantage of GM's attrition plan. GM's Pontiac Assembly Plant has the most number of workers availing the program at 1,055, followed by workers at GM's Flint Assembly Plant at 880. As disclosed in the Troubled Company Reporter on May 30, 2008, most of the employees participating in the program will leave the company no later than July 1, 2008. GM would fill job openings with current employees whenever possible, as spelled out in the provisions of the GM-UAW national labor agreement. In facilities where GM needs new employees, those individuals would be hired in at the entry-level wage and benefit structure. The extent of the new hiring at each facility will be determined on a plant-by-plant basis. A full-text copy of the Special Attrition Plan Summary is available for free at http://bankrupt.com/misc/attrition.pdf Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. At March 31, 2008, GM's balance sheet showed total assets of $145,741,000,000 and total debts of $186,784,000,000, resulting in a stockholders' deficit of $41,043,000,000. Deficit, at Dec. 31, 2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000, respectively. * * * As related in the Troubled Company Reporter on June 5, 2008, Standard & Poor's Ratings Services said that its ratings on General Motors Corp. (B/Negative/B-3) are not immediately affected by the company's announcement that it will cease production at four North American truck plants over the next two years. These closures are in response to the re-energized shift in consumer demand away from light trucks. GM previously said only one shift was being eliminated at each of the four truck plants. Production is being increased at plants producing small and midsize cars, but the cash contribution margin from these smaller vehicles is far less than that of light trucks. GLOBAL ROAMING: Posts $78,889 Net Loss in 2008 First Quarter ------------------------------------------------------------ Global Roaming Distribution Inc. reported a net loss of $78,889 for the first quarter ended March 31, 2008, compared with a net loss of $1,271 in the same period last year. The company reported zero revenues in both periods. At March 31, 2008, the company's consolidated balance sheet showed $3,369,425 in total assets, $242,627 in total liabilities, and $3,126,798 in total shareholders' 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?2e5a Going Concern Doubt Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida, expressed substantial doubt about Global Roaming Distribution 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 company has incurred losses since its inception, and consequently it is uncertain when the company will consistently generate sufficient revenues to fund its operational costs. About Global Roaming Based in Miami, Florida, Global Roaming Distribution Inc. (OTC BB: GRDB) -- http://www.grdb.com/-- operates as a marketing entity for the promotion, sale and distribution of telecommunications equipment, and is also an online provider of SIM technology. The company also powers CelTrek, a mobile phone system which offers one SIM card for 165 countries with a single local U.S. phone number. According to the company, CelTrek is the first U.S.-based international SIM card company providing a local U.S. or French phone number. HEXION SPECIALTY: S&P Keeps 'B' Rating Under Negative CreditWatch ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Salt Lake City, Utah-based Huntsman Corp. (BB-/Watch Neg/--) and Columbus, Ohio-based Hexion Specialty Chemicals Inc. (B/Watch Neg/--) remain on CreditWatch with negative implications, where they were placed on July 5, 2007. The initial placement followed the announcement of Hexion's proposed debt-financed acquisition of Huntsman Corp. in a transaction valued at more than $10 billion, including assumed debt. The CreditWatch update follows Hexion's filing of a Form 8-K with the SEC and press release indicating that the transaction, which was expected to close this year, is no longer viable based on the proposed highly leveraged capital structure of the combined company. Hexion cites a number of factors supporting this conclusion, including Huntsman's increased net debt and lower than expected earnings, and Hexion's belief that the lenders will not provide the committed financing required to complete the transaction as proposed. Huntsman issued a statement indicating that it will seek to enforce its rights under the merger agreement and to consummate the deal on the agreed terms. "The ongoing CreditWatch indicates that the ratings of both companies remain at risk for downgrades, with or without completing the pending transaction," said Standard & Poor's credit analyst Kyle Loughlin. "The CreditWatch will remain in place until there is further clarity on the prospects for completion of a transaction and after we have conducted a full reassessment of the standalone credit quality of each company." Both companies' financial results have weakened since the time when the transaction was announced, which is consistent with general trends in the chemicals sector that has been plagued by weaker economic conditions and escalating raw material costs. As indicated in S&P's initial comments on the transaction, the proposed acquisition was expected to be very large relative to Hexion's existing operations, and would have resulted in a highly aggressive capital structure for a cyclical company, more than offsetting the expected benefits to the business profile. The transaction would result in a global and highly diversified chemicals producer with over $16 billion in annual revenue, compared with Hexion's current revenue of about $6 billion. If completed, the transaction would clearly improve Hexion's business profile given the stronger product mix, better diversification, and less dependency on Hexion's core resins product. However, S&P also noted that Hexion was already highly leveraged at the time of the announcement, with total debt to EBITDA above 5x, and that a debt-financed transaction would further stretch the financial profile, even beyond a level appropriate for Hexion's existing 'B' corporate credit rating. Hexion's financial profile now reflects debt to EBITDA of over 7x, after adjustments including tax-adjusted unfunded employee benefit obligations, and the capitalized present value of operating leases. Similarly, Huntsman's financial profile has deteriorated with negative operating trends in its textile effects and pigments segments. A confluence of weak volumes and substantially higher raw material costs has compressed the company's margins in certain products. Accordingly, Huntsman's financial profile is somewhat weak for its 'BB-' corporate credit rating and remains at risk for a modest downgrade, with last-12-months debt to EBITDA of above 5.0x, including adjustments to reported debt. S&P will resolve the CreditWatch listings after meeting with the management teams to evaluate future strategic plans, business prospects, and financial policies, and the potential that a transaction could still be completed. HUNTSMAN CORP: S&P Retains 'BB-' Rating Under Negative Watch ------------------------------------------------------------ Standard & Poor's Ratings Services said that its ratings on Salt Lake City, Utah-based Huntsman Corp. (BB-/Watch Neg/--) and Columbus, Ohio-based Hexion Specialty Chemicals Inc. (B/Watch Neg/--) remain on CreditWatch with negative implications, where they were placed on July 5, 2007. The initial placement followed the announcement of Hexion's proposed debt-financed acquisition of Huntsman Corp. in a transaction valued at more than $10 billion, including assumed debt. The CreditWatch update follows Hexion's filing of a Form 8-K with the SEC and press release indicating that the transaction, which was expected to close this year, is no longer viable based on the proposed highly leveraged capital structure of the combined company. Hexion cites a number of factors supporting this conclusion, including Huntsman's increased net debt and lower than expected earnings, and Hexion's belief that the lenders will not provide the committed financing required to complete the transaction as proposed. Huntsman issued a statement indicating that it will seek to enforce its rights under the merger agreement and to consummate the deal on the agreed terms. "The ongoing CreditWatch indicates that the ratings of both companies remain at risk for downgrades, with or without completing the pending transaction," said Standard & Poor's credit analyst Kyle Loughlin. "The CreditWatch will remain in place until there is further clarity on the prospects for completion of a transaction and after we have conducted a full reassessment of the standalone credit quality of each company." Both companies' financial results have weakened since the time when the transaction was announced, which is consistent with general trends in the chemicals sector that has been plagued by weaker economic conditions and escalating raw material costs. As indicated in S&P's initial comments on the transaction, the proposed acquisition was expected to be very large relative to Hexion's existing operations, and would have resulted in a highly aggressive capital structure for a cyclical company, more than offsetting the expected benefits to the business profile. The transaction would result in a global and highly diversified chemicals producer with over $16 billion in annual revenue, compared with Hexion's current revenue of about $6 billion. If completed, the transaction would clearly improve Hexion's business profile given the stronger product mix, better diversification, and less dependency on Hexion's core resins product. However, S&P also noted that Hexion was already highly leveraged at the time of the announcement, with total debt to EBITDA above 5x, and that a debt-financed transaction would further stretch the financial profile, even beyond a level appropriate for Hexion's existing 'B' corporate credit rating. Hexion's financial profile now reflects debt to EBITDA of over 7x, after adjustments including tax-adjusted unfunded employee benefit obligations, and the capitalized present value of operating leases. Similarly, Huntsman's financial profile has deteriorated with negative operating trends in its textile effects and pigments segments. A confluence of weak volumes and substantially higher raw material costs has compressed the company's margins in certain products. Accordingly, Huntsman's financial profile is somewhat weak for its 'BB-' corporate credit rating and remains at risk for a modest downgrade, with last-12-months debt to EBITDA of above 5.0x, including adjustments to reported debt. S&P will resolve the CreditWatch listings after meeting with the management teams to evaluate future strategic plans, business prospects, and financial policies, and the potential that a transaction could still be completed. INTERSTATE BAKERIES: Seeks to Sell 3 Real Properties in California ------------------------------------------------------------------ Interstate Bakeries Corp. and its debtor-affiliates have considered certain factors to determine whether to retain ownership, or dispose of, certain properties, as part of their efforts to maximize the value of their businesses. In light of their continuous evaluation of their leased and owned real properties, the Debtors seek authority from the U.S. Bankruptcy Court for the Western District of Missouri to sell their interest in three real properties to proposed purchasers pursuant to proposed sale agreements, or otherwise to the best bid received in accordance with proposed bidding procedures. The Properties are: Proposed Property Address Proposed Purchaser Purchase Price ---------------- ------------------ -------------- 5301 East Olympic Avenue Jacob Shadpour and $1,000,000 Los Angeles, California Efraim Youavian 17201 South Figueroa St. S. J. Jasaitis and 1,900,000 Gardena, California Ed Whittemore 2605 East 67th Street S. J. Jasaitis and 950,000 Long Beach, California Ed Whittemore According to J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in Chicago, Illinois, the Los Angeles Properties were formerly used by the Debtors as a thrift stores and depots. Selling the Properties to successful bidders will allow the Debtors to continue to wind down operations on the Properties, he says. The Debtors utilized the services of Alvarez & Marsal Real Estate Advisory Services, LLC, in the marketing and sale of the Properties. The Sales of the Properties will include all of the Debtors' right, title and interest in the Properties, Mr. Ivester notes. The Debtors will continue to seek and solicit bids which are higher or otherwise better than the offer submitted by the Proposed Purchasers, Mr. Ivester adds. Full-text copies of the Proposed Sale Agreements relating to each Property are available for free at: http://bankrupt.com/misc/IBC_LAPropertyProposedSale.pdf http://bankrupt.com/misc/IBC_GardenaProposedSaleAgreement.pdf http://bankrupt.com/misc/IBC_LongBeachProposedSaleAgreement.pdf Bidding Procedures The Debtors will utilize procedures in connection with the sale of the Properties, by which the Debtors will, among other things: -- determine qualified bidders for the Properties; -- conduct Property investigations with the Qualified Bidders; -- receive offers from Qualified Bidders; and -- negotiate any offer made. A Qualified Bidder is a Potential Bidder who demonstrates the financial capability to consummate the Sale, and whom the Debtors determine is likely to submit a bona fide offer, Mr. Ivester clarifies. If at least one Qualified Bid is received, the Debtors may choose to conduct Auction for the Property, where Qualified Bidders will be permitted to increase their bids. Upon the conclusion of the Auction, the Debtors and the Notice Parties will review Qualified Bids and identify the highest or otherwise best offer. The key dates with respect to the proposed Sale are: July 8, 2008 -- Bid Deadline and Sale Objections Deadline July 11, 2008 -- Auction Date July 14, 2008 -- Filing of auction results with the Court and Auction Objections Deadline July 16, 2008 -- Sale Hearing The minimum bids during the Auction will be capped at: * Gardena Property -- $2,000,000 * Los Angeles Property -- 1,100,000 * Long Beach Property -- 1,025,000 The Debtors have agreed to provide the Proposed Purchasers (i) a break-up fee equal to 2.0% of the Purchase Price, as bid protection to induce them to make the first Qualified Bid; and (ii) reasonable and documented expense reimbursements. With respect to the Los Angeles Property, the Debtors provided Messrs. Shadpour and Youavian a break-up fee equal to $20,000, and a reimbursement of up to $15,000. Messrs. Jassaitis and Whittemore received break up fees of $38,000 and $19,000; and expense reimbursements of up to 20,000 and 10,000 for the Gardena and Long Beach Properties. Pursuant to Rules 2002(l) and 2002(d) of the Federal Rules of Bankruptcy Procedure, the Debtors will publish notices and advertisements of the Sale in the Los Angeles Times and The Wall Street Journal Western Edition prior to the Bid Deadline. Mr. Ivester asserts that each lien, claim or encumbrance attached to the Properties satisfies a requirement under Section 363(f) of the Bankruptcy Code, and will be adequately protected by attachment to the net proceeds of the Proposed Sale. Accordingly, the Properties will be transferred to the Successful Bidders free and clear of all liens, claims and encumbrances, Mr. Ivester says. Mr. Ivester submits that any agreement reached with the Successful Bidder for the Properties is entitled to the protections of good-faith bidders pursuant to Section 363(m) of the Bankruptcy Code. Full-text copies of the Proposed Bidding Procedures are available at no charge at: http://bankrupt.com/misc/IBC_LAPropertyProposedBiddingProcess.pdf http://bankrupt.com/misc/IBC_GardenaProposedBiddingProcess.pdf http://bankrupt.com/misc/IBC_LongBeachProposedBiddingProcess.pdf Executive summaries of the Sale Process for each Property are available at no charge at: http://bankrupt.com/misc/IBC_LAPropertySaleProcessSummary.pdf http://bankrupt.com/misc/IBC_GardenaSaleProcessSummary.pdf http://bankrupt.com/misc/IBC_LongBeachSaleProcessSummary.pdf About IBC Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh-baked bread and sweet goods, under various national brand names, including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R). Currently, IBC employs more than 25,000 people and operates 45 bakeries, as well as approximately 800 distribution centers and approximately 800 bakery outlets throughout the country. The company and eight of its subsidiaries and affiliates filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04 45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6% senior subordinated convertible notes due Aug. 15, 2014) in total debts. The Debtors' filed their Chapter 11 Plan and Disclosure Statement on Nov. 5, 2007. Their exclusive period to file a chapter 11 plan expired on November 8. On Jan. 25, 2008, the Debtors filed their First Amended Plan and Disclosure Statement. On Jan. 30, 2008, the Debtors received Court approval of the First Amended Disclosure Statement. IBC confirmed that it has not received any qualifying alternative proposals for funding its plan of reorganization in accordance with the Court-approved alternative proposal procedures. As a result, no auction was held on Jan. 22, 2008, as would have been required under those procedures. The deadline for submission of alternative proposals was Jan. 15, 2008. (Interstate Bakeries Bankruptcy News, Issue No. 100; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/OR 215/945-7000). IMPERIAL INDUSTRIES: Douglas Kintzinger Joins Board of Directors ---------------------------------------------------------------- Douglas P. Kintzinger was elected a Director of Imperial Industries, Inc. at an Annual Meeting of Stockholders held on June 9, 2008. Mr. Kintzinger currently serves as Executive Vice President and Chief Financial Officer of Jeld-Wen Holdings, Inc., a manufacturer and distributor of doors, windows and related building materials products. In addition, he serves as Chairman of the Board of South Valley State Bank, a state bank, and as a Director of Jeld- Wen Tradition Foundation, a charitable foundation, Oregon Tech Foundation, a non-profit fund raising arm of Oregon Institute of Technology, Brooks Resources Corporation, a real estate development company and Hampton Affiliates, a manufacturer of lumber products. "We are excited about Mr. Kintzinger joining the Board of Directors of our Company and adding his professional guidance and expertise, particularly in all the various financial aspects of our business," S. Daniel Ponce, Imperial's Chairman of the board stated. About Imperial Industries Based in Pompano Beach, Florida, Imperial Industries, Inc. (Nasdaq: IPII) -- http://www.imperialindustries.com/ -- is a building products company. The company sells products throughout the Southeastern United States with facilities in the States of Florida, Georgia, Mississippi, Alabama and Louisiana. Going Concern Doubt Grant Thornton LLP, in Fort Lauderdale, Florida, expressed substantial doubt about Imperial Industries 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 industry in which the company is operating has been impacted by a number of adverse factors over the past 24 months. As a result, the company has incurred losses for the three months ended March 31, 2008, and the year ended Dec. 31, 2007. INTERACTIVE MOTORSPORTS: Balance Sheet Upside-Down by $4.7MM ------------------------------------------------------------ Interactive Motorsports and Entertainment Corp.'s consolidated balance sheet at March 31, 2008, showed $1,395,005 in total assets and $6,147,778 in total liabilities, resulting in a $4,752,773 total stockholders' deficit. At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $588,406 in total current assets available to pay $4,808,199 in total current liabilities. The company reported a net loss of $184,642 on total revenues of $829,992 for the first quarter ended March 31, 2008, compared with a net loss of $88,914 on total revenues of $1,421,156 in the same period last year. The decrease in revenues was the result of decreased store sales (Universal CityWalk store closed in January of 2008) and simulator sales in the three month period ending March 31, 2008. 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?2e51 Going Concern Doubt HJ & Associates, LLC, in Salt Lake City, expressed substantial doubt about Interactive Motorsports and Entertainment Corp.'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 reported the company has a working capital deficit as well as a deficit in stockholders' equity. About Interactive Motorsports Based in Indianapolis, Indiana, Interactive Motorsports and Entertainment Corp (OTC BB: IMTS) -- http://www.SMSonline.com/-- through its wholly owned subsidiary, Perfect Line Inc., is in the business of manufacturing and then selling, revenue sharing or leasing race car simulators to contracted parties in malls, amusement parks, family entertainment centers, casinos and auto malls. JPMORGAN CHASE COMMERCIAL: S&P Junks Ratings on 3 Cert. Classes --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on seven classes of commercial mortgage pass-through certificates from JPMorgan Chase Commercial Mortgage Securities Corp.'s series 2005-LDP3. Concurrently, S&P affirmed its ratings on 16 other classes from this series. The downgrades reflect credit deterioration of the pool, specifically, 16 loans that have reported a debt service coverage below 1.0x. In addition, there are three loans in their interest- only periods that will have a DSC of less than 1.0x when their amortization period begins in 24 months. The affirmed ratings reflect credit enhancement levels that provide adequate support through various stress scenarios. As of the June 16, 2008, remittance report, the collateral pool consisted of 232 loans with an aggregate trust balance of $1.983 billion, compared with the same amount of loans totaling $2.023 billion at issuance. The master servicer, Capmark Finance Inc., reported financial information for 99% of the pool. Eighty- seven percent of the servicer-provided information was full-year 2007 data. There are 16 loans in the pool, totaling $108.1 million (6%), that have reported DSCs lower than 1.0x. The loans are secured by a variety of property types, with an average balance of $6.8 million and an average decline in DSC of 50% since issuance. Standard & Poor's calculated a weighted average DSC for the entire pool of 1.72x, up from 1.64x at issuance. To date, the trust has not experienced any losses. Capmark reported a watchlist of 41 loans ($185.7 million, 9%). The Brownstone Apartments ($35.4 million, 2%) is the 11th-largest loan in the pool and the largest loan on the watchlist. The loan is secured by a 260-unit multifamily property in Novi, Michigan. The loan appears on the watchlist because the property reported a year-end 2007 DSC of 0.79x and 83% occupancy. The remaining loans are on the watchlist primarily because of low occupancy or declines in DSC since issuance. The top 10 loans have an aggregate outstanding balance of $681.0 million (34%) and a weighted average DSC of 1.88x, up from 1.78x at issuance. Standard & Poor's reviewed property inspections provided by the master servicer for all of the assets underlying the top 10 exposures. Two properties were characterized as "excellent," while the remaining properties were characterized as "good." The credit characteristics of the Loews Universal Hotel Portfolio and the Four Seasons Boston are consistent with those of an investment-grade obligation. Details of the loans are as: -- The Loews Universal Hotel Portfolio, the second-largest exposure in the pool, has a trust balance of $100.0 million (3%) and a whole-loan balance of $450.0 million. The whole loan consists of five pari passu senior participations totaling $400.0 million and two pari passu junior participations totaling $50.0 million, which are both securitized. The loan is collateralized by three full-service resort properties totaling 2,400 rooms, located near Universal Studios in Orlando, Florida. For the year ended Dec. 31, 2007, DSC was 3.20x and the portfolio's weighted average daily rate was $222, up from $202 at issuance. Standard & Poor's adjusted net cash flow for this loan is comparable to its level at issuance. -- The Four Seasons Boston is the third-largest loan in the pool, with a balance of $80.0 million (4%). The loan is collateralized by a 273-room full-service hotel in Boston. For the year ended Dec. 31, 2007, DSC was 2.73x and the average daily rate was $458, up from $402 at issuance. Standard & Poor's adjusted value for this loan is up 27% from its level at issuance. Standard & Poor's stressed the loans on the watchlist and the other loans with credit issues as part of its analysis. The resultant credit enhancement levels support the lowered and affirmed ratings. Ratings Lowered JPMorgan Chase Commercial Mortgage Securities Corp. Commercial mortgage pass-through certificates series 2005-LDP3 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ H BB+ BBB- 3.44% J BB BB+ 2.93% K B+ BB 2.42% L B- BB- 2.04% M CCC+ B+ 1.91% N CCC B 1.53% O CCC B- 1.27% Ratings Affirmed JPMorgan Chase Commercial Mortgage Securities Corp. Commercial mortgage pass-through certificates series 2005-LDP3 Class Rating Credit enhancement ----- ------ ------------------ A-1 AAA 20.40% A-2 AAA 20.40% A-3 AAA 20.40% A-4A AAA 20.40% A-4B AAA 20.40% A-SB AAA 20.40% A-1A AAA 30.35% A-J AAA 12.75% B AA 10.84% C AA- 9.94% D A 8.03% E A- 7.14% F BBB+ 5.74% G BBB 4.72% X-1 AAA N/A X-2 AAA N/A N/A -- Not applicable. LA VERNE CITY: S&P Chips 'BBB-' Rating on $46.3MM Debt to 'BB' -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating to 'BB' from 'BBB-' on the City of La Verne, California's $46.3 million of debt, issued for Brethren Hillcrest Homes. The outlook is negative. "The rating action is based on an operating profile that has been affected by construction delays, significant cost overruns, and related vacancy issues, all of which have led to very poor liquidity," said Standard & Poor's credit analyst Keith Dickinson. "While legal disputes arising from the construction project appear to be heading toward a positive resolution, construction delays and affiliation considerations have affected Hillcrest's plans to refinance debt and obtain cash for reimbursement of certain capital expenditures totaling approximately $4.5 million." Hillcrest's operating performance dropped to a loss of $108,000 in fiscal 2007 from an operating gain of $983,000 in fiscal 2006. Fiscal 2007 saw increases in interest expense, depreciation expense, and other items, which resulted in an increase in total operating expenses of almost 21% over fiscal 2006. Meanwhile, total revenues for fiscal 2007 increased by 12%. The interim period (ended March 31, 2008) reflects total operating revenues of $13.6 million versus total operating expenses of $12.9 million, a net gain of $738,000. Maximum annual debt service, adjusted, was improved for fiscal 2007 at 2.1x versus fiscal 2006's 1.3x. At the interim period MADS is 1.5x. Cash and unrestricted investments stands at $2.3 million, or 64 days, as of March 31, 2008, including the $1.5 million draw on a short-term line of credit. The use of cash to complete the construction project and support the sizeable time delays has diminished the balance sheet's ability to support debt service in the face of unanticipated problems. Cash to debt has dropped to just 5.2% as of the interim period. While the planned bond issue later in 2008 includes the reimbursement of $4.5 million of expended funds, pro forma cash to debt will still be just 12%, consistent with a speculative-grade rating. With the issuance of approximately $11.5 million of new money, debt will rise to $57 million and produce an adjusted leverage ratio of approximately 68%. Hillcrest operates a continuing-care retirement facility that was established in 1947 and was the first in California to be accredited by the Continuing Care Accreditation Commission. The campus is located on 53 acres in La Verne, approximately 30 miles east of Los Angeles. LEAP WIRELESS: S&P Rates Proposed $200MM Convertible Notes 'CCC' ---------------------------------------------------------------- Standard & Poor's Rating Services assigned its 'CCC' rating to Leap Wireless International Inc.'s proposed $200 million of convertible senior notes due 2014, with a '6' recovery rating, indicating the expectation for negligible (0%-10%) recovery in the event of a payment default. At the same time, S&P assigned a 'B-' rating to funding unit Cricket Communications Inc.'s proposed $200 million of senior notes due 2015 with a '4' recovery rating, indicating the expectation for average (30%-50%) in the event of a payment default. These are being issued under Rule 144A with registration rights. S&P also affirmed San Diego-based Leap's existing ratings, including its 'B-' corporate credit rating. The outlook is stable. Proceeds from the new note issues will be used for working capital and other general corporate purposes, including the buildout of new markets, expansion of the company's footprint in its existing markets, and the development of its broadband initiative. "While this funding will increase the company's leverage from about 5.7x on an last-12-month basis as of March 31, 2008, to the 7x area," said Standard & Poor's credit analyst Catherine Cosentino, "we have already taken this leverage degradation into account for the rating given our expectations that the company would need to raise more debt to fund new market buildouts." LINENS N THINGS: SEC. 341(a) Meeting Adjourned to Unknown Date -------------------------------------------------------------- Creditors of Linens 'n Things and its debtor-affiliates held their first meeting on June 10, 2008, at 11:00 a.m., in Room 2112 of the U.S. Federal Bldg., at 844 King Street, in Wilmington, Delaware, as set by Roberta A. DeAngelis, acting U.S. Trustee for Region 3. The meeting of creditors is required under Section 341(a) of the Bankruptcy Code. Creditors are allowed to question a responsible officer of the Debtors under oath about the company's financial affairs and operations at the meeting. Francis M. Rowan, the Debtors' senior vice president and chief financial officer, attended the meeting together with counsel, Jason M. Madron, Esq., at Richards, Layton, & Finger, P.A., in Wilmington, Delaware. Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, was also in attendance on the Official Committee of Unsecured Creditors' behalf. According to the meeting's minute sheet, quarterly fees were explained to the creditors. William K. Harrington, Esq., trial attorney for the Office of the U.S. Trustee, prepared the minutes of the meeting. The minute sheet also notes that the Debtors have filed their interim reports, and that schedules of assets and liabilities, and statements of financial affairs have not been filed. As previously reported, Judge Christopher Sontchi extended the time within which the Debtors must file their schedules to July 16, 2008. The meeting of creditors was not concluded, and will continue at a later date that is yet to be determined. Linens 'N Things and 11 affiliates filed separate voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on May 2, 2008 (Lead Case No. 08-10832). The Canadian operations are not included in the filings. Linens 'N Things has secured a $700 million debtor-in-possession financing from General Electric Capital Corp. The company plans to be out of chapter 11 by the end of the year, on this timetable: 09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan 10/14/2008 DIP Facility Deadline for Disclosure Statement Approval 11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan 11/28/2008 DIP Facility Deadline for Entry of a Confirmation Order Linens 'N Things is represented by Richards, Layton & Finger, P.A., and Morgan, Lewis & Bockius LLP. Conway, Del Genio, Gries & Co., LLC will serve as the retailer's restructuring advisor until substantial consummation of a chapter 11 plan. Conway Del Genio's Michael F. Gries acts as the Debtors' chief restructuring officer and interim CEO. Kurtzman Carson Consultants LLC acts as the Debtors' claims agent. A Noteholder Committee has been formed and is represented by Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl & Jones. (Linens 'n Things Bankruptcy News, Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) MEDIANEWS GROUP: High Cash Flow Decline Cues S&P to Junk Ratings ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on MediaNews Group Inc. to 'CCC' from 'B-'. The rating, along with all other issue-level ratings on MediaNews' debt, was removed from CreditWatch, where it was placed with negative implications Feb. 28, 2008. The rating outlook is negative. S&P also lowered its issue-level rating on MediaNews Group Inc.'s senior secured credit facilities to 'CCC+' from 'B-'. A recovery rating of '2' was assigned to these loans, indicating that lenders can expect substantial (70% to 90%) recovery in the event of a payment default. At the same time, S&P lowered its issue-level rating on MediaNews' subordinated debt to 'CC' from 'CCC'. A recovery rating of '6' was assigned to these securities, indicating that lenders can expect negligible (0% to 10%) recovery in the event of a payment default. "The downgrade of the corporate credit rating to 'CCC' reflects our expectation for a meaningful year-over-year increase in the rate of cash flow decline in 2008," said Standard & Poor's credit analyst Emile Courtney. "In addition, the company may not be able to avoid violating covenants in the company's bank facility over the near-to-intermediate term without recurring liquidity- enhancing transactions with its business partners." While S&P had previously stated on several occasions that S&P believed MediaNews' liquidity position could potentially be enhanced by transactions with partners of solid credit quality, S&P now expect that the company intends to manage its liquidity position by pursuing a series of incremental support transactions. Even though this may reduce the likelihood of a near-term covenant violation, it is unclear whether business partners will continue to support MediaNews if the operating environment continues to deteriorate. Moreover, S&P believe that the company is unlikely to maintain its current capital structure over the long term. At the current rate of cash flow decline, it appears increasingly likely that MediaNews will pursue a restructuring of some kind over the intermediate term. In April 2008, MediaNews amended bond indentures to end its obligation to publicly file its financial statements. S&P do not anticipate that the company will publicly announce future liquidity enhancement actions, nor is it likely to announce cash flow trends; however, we would incorporate any such developments into the ratings if they happen. MONEYGRAM INT'L: Philip W. Milne Resigns as CEO and President ------------------------------------------------------------- MoneyGram International Inc. disclosed that Philip W. Milne has stepped down from his position as chairman, president & chief executive officer effective immediately. Mr. Milne has also stepped down as a member of the board of directors. In a regulatory filing with the Securities and Exchange Commission, MGI disclosed that it and Mr. Milne entered into a Separation Agreement and Release of all Claims. Under the Separation Agreement, Mr. Milne will receive the severance benefits of: (i) $2,054,167 as salary severance; (ii) $3,277,600 as bonus severance under the MoneyGram International Inc. Management and Line of Business Incentive Plan, as amended and restated March 24, 2008; (iii) $4,176,050 as bonus severance under the MoneyGram International Inc. Performance Unit Incentive Plan, as amended and restated May 9, 2007; (iv) an increase in the special retirement benefits under the MoneyGram Supplemental Pension Plan approximating the incremental amount of the retirement benefits that would have been payable to Mr. Milne under the SERP if Mr. Milne's employment had continued through March 24, 2011, payable over 10 years commencing in 2014 when Mr. Milne first attains retirement age; (v) a payment in the amount of $205,000 in lieu of vacation pay and certain perquisites; and (vi) certain other benefits including continuation of life, medical and dental insurance for a period of three years, and outplacement benefits. In general, cash payments, other than those with respect to the SERP, will be made in January 2009. The company's board of directors has designated a search committee and is in the process of retaining an executive search firm to lead the process of identifying a new CEO. In the interim, Anthony Ryan will oversee day-to-day operations of the company. Mr. Ryan, who joined MoneyGram in 1995, is executive vice president and chief operating officer of the company. "We want to thank [Mr. Milne] for his 17 years of service to MoneyGram," Mr. Ryan said. "We are pleased with our operating performance in 2008 as global money transfer volumes grew 22% in the first quarter, our agent network continues to expand and, as we have previously communicated, we continue to work diligently to reposition our official check business. With the recapitalization successfully completed, we are on firm footing to pursue our global growth opportunities." About MoneyGram International Headquartered in Minneapolis, Minnesota, MoneyGram International Inc. -- http://www.moneygram.com/-- (NYSE: MGI) is a payment services company. The company's major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram had approximately 143,000 money transfer agent locations in 170 countries and territories. * * * As reported in the Troubled Company Reporter on April 22, 2008, Moody's Investors Service confirmed MoneyGram International's B1 corporate family rating with a negative rating outlook. This rating confirmation concludes the review for further possible downgrade initiated on Oct. 18, 2007, which was prompted by the company's statement that it had experienced losses to its investment portfolio as a result of the illiquidity in the market for subprime asset backed securities and CDO's. MULCH MAN: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Mulch Man, Inc. 16 Crozerville Road Aston, PA 19014 Bankruptcy Case No.: 08-13942 Type of Business: The Debtor provides landscaping and soil control services. See http://www.mulchman.co.nz Chapter 11 Petition Date: June 19, 2008 Court: Eastern District of Pennsylvania (Philadelphia) Debtor's Counsel: Paul Brinton Maschmeyer, Esq. Email: pmaschmeyer@cmklaw.com Robert W. Seitzer, Esq. Email: rseitzer@cmklaw.com Maschmeyer Karalis P.C. 1900 Spruce St. Philadelphia, PA 19103 Tel: (215) 546-4500 Estimated Assets: $100,000 to $500,000 Estimated Debts: $1 million to $10 million The Debtor did not file a list of its largest unsecured creditors. NATURALLY ADVANCED: Posts $549,935 Net Loss in 2008 First Quarter ----------------------------------------------------------------- Naturally Advanced Technologies Inc. reported a net loss of $549,935 on sales of $953,659 for the first quarter ended March 31, 2008, compared with a net loss of $159,722 on sales of $616,061 in the same period last year. The increase in net loss was due to increased costs related to the development and commercialization of the CRAILAR(R) technology platform, an increase in stock based compensation and an increase in overhead costs. At March 31, 2008, the company's consolidated balance sheet showed $2,123,205 in total assets, $1,524,259 in total liabilities, and $598,946 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?2e5d Going Concern Doubt Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, expressed substantial doubt about Naturally Advanced Technologies 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 reported that the company has incurred losses in developing its business and further losses are anticipated. In addition, the company requires additional funds to meet its obligations and the costs of its operations. About Naturally Advanced Based in Vancouver, Canada, Naturally Advanced Technologies Inc. (OTC BB: NADVF) -- http://www.naturallyadvanced.com/-- is a Cleantech company focused on providing environmentally-friendly textile, composite, biomass and pulping solutions through the cost effective processing of industrial Hemp, and other bast fiber crops. This proprietary fiber processing platform, called CRAILAR(R), has been developed in conjunction with the National Research Council of Canada and the Alberta Research Council, with the company owning the exclusive global licensing rights for this technology. The CRAILAR(R) process and resulting products and by-products are expected to have applications in textile, composite material, energy and pulp and paper markets. The company is also a provider of sustainable, environmentally friendly fibers and fabrics through its apparel division HTnaturals Apparel Corp. NUTRITIONAL SOURCING: Wants Exclusive Plan Filing Moved on Aug. 15 ------------------------------------------------------------------ Nutritional Sourcing Corporation and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware to further extend their exclusive periods to: a) file a Chapter 11 plan until Aug. 15, 2008, and b) solicit acceptances of that plan until Dec. 6, 2008. The Debtors' exclusive period to file a Chapter 11 plan will expire on July 7, 2008. The Debtors say that the requested extension of time will allow them to file a consensual Chapter 11 plan of liquidation and, to the extent possible, complete the sale of their largest remaining assets, Blockbuster Inc. franchise and its attendant real property leases. To recall, the Debtors have completed the sale of substantially all their Pueblo's De Diego Assets to Supermercados Maximo Inc. for $29,500,000. The sale is expected to close within this month. The Debtors tell the Court that they provided on Feb. 5, 2008, to the Official Committee of Unsecured Creditors an initial draft of the plan, as amended on May 7, 2008. The Committee notified the Debtors that it needs more time to evaluate the Debtors' amended plan term sheet. A hearing is set for July 1, 2008,at 2:00 p.m., to consider the Debtors' extension request. Objections, if any, are due June 24, 2008. About Nutritional Sourcing Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and operates supermarkets and video rental shops in Puerto Rico and the US Virgin Islands. The company and two affiliates, Pueblo International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11 protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038 through 07-11040). Kay Scholer LLC represents the Debtors in their restructuring efforts. Pepper Hamilton LLP serves as their Delaware counsel. The U.S. Trustee for Region 3 appointed eight creditors to serve on an Official Committee of Unsecured Creditors. Skadden, Arps, Slate, Meagher & Flom LLP represent the Official Committee of Unsecured Creditors. The company has disclosed $130.8 million in assets and debt totaling $266.5 million with the Court. OAKRIDGE HOMES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Oakridge Homes, LLC 29033 Avenue Sherman, Suite 203 Valencia, CA 91355 Bankruptcy Case No.: 08-13977 Type of Business: The Debtor is a homebuilder. Chapter 11 Petition Date: June 13, 2008 Court: Central District Of California (San Fernando Valley) Debtor's Counsel: Ron Bender (rb@lnbrb.com) 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Telephone (310) 229-1234 Estimated Assets: $10,000,001 to $50 million Estimated Debts: $10,000,001 to $50 million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ WRA Engineering Inc. $750,000 24933 Avenue Stanford Valencia, CA 91355 APEC Group $435,000 111 South Orange Grove, Ste 201 San Gabriel, CA 91776 Holly Investment $385,000 826 N. Monterey #D Alhambra, CA 91801 Nexstar $185,000 APC Construction $125,000 EGL $65,000 R&F $62,000 Glendale Best Insurance $59,000 Keeton Investments $56,000 Carmen Harte $45,000 Daneshrad Tax & Audit Consultants $39,000 US Enviro-Net Services $21,000 Jefferson Development $15,000 So Cal Gas $10,230 HCC Surety Group $9,980 PF Iron Works $8,800 Glendale Plumbing Supply $7,500 CA Pavement $6,300 SWCA $5,900 S&S Rent-A-Fence, Inc. $2,500 PACIFIC GOLD: March 31 Balance Sheet Upside-Down by $1,023,153 -------------------------------------------------------------- Pacific Gold Corp.'s consolidated balance sheet at March 31, 2008, showed $3,640,226 in total assets and $4,617,238 in total liabilities, resulting in a $1,023,153 total stockholders' deficit. At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $247,888 in total current assets available to pay $3,011,034 in total current liabilities. The company reported a net loss of $1,313,964 for the first quarter ended March 31, 2008, compared with a net loss of $856,591 in the corresponding period of 2007. The Company had no revenues from the sale of gold in the quarters ended March 31, 2008, and 2007. 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?2e59 Going Concern Doubt Mantyla McReynolds, LLC, in Salt Lake City, expressed substantial doubt about Pacific Gold Corp.'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 losses, negative cash flow from operations and deficit in working capital. About Pacific Gold Based in Reno, Nevada, Pacific Gold Corp. (OTC BB: PCFG) -- http://www.pacificgoldcorp.com/-- is engaged in the identification, acquisition, exploration and development of mining prospects believed to have gold or tungsten mineralizations. Pacific Gold Corp. currently owns 100% of five operating subsidiaries: Nevada Rae Gold Inc., Oregon Gold Inc., Pilot Mountain Resources Inc., Pacific Metals Corp., and Fernley Gold Inc. in which it holds various prospects in Nevada and Oregon. PAETEC HOLDING: Alex Stadler Joins Board of Directors ----------------------------------------------------- The Board of Directors of PAETEC Holding Corp. appointed Alex Stadler to serve as a member of the Board. Mr. Stadler was designated for appointment to the Board by several investment funds managed by Wayzata Investment Partners LLC pursuant to the company's existing board membership agreement. On Feb. 8, 2008, in connection with the completion of the company's acquisition by merger of McLeodUSA Incorporated, the company entered into the board membership agreement with former stockholders of McLeodUSA consisting of the Wayzata funds and investment funds and entities advised by Fidelity Management & Research Company and its affiliates. Under the board membership agreement, the Wayzata funds have the right to designate one representative for appointment or nomination for election to the company's board of directors, initially as a Class III director with a term of service expiring at the company's annual meeting of stockholders in 2009. The agreement provides that the designation will terminate upon the first to occur of: (1) the date on which the Wayzata funds cease to own of record and beneficially at least 50% of the shares of PAETEC common stock received by them in the merger and (2) the second anniversary of the merger closing date, or Feb. 8, 2010. As of the merger closing date of Feb. 8, 2008, the Board had increased its size from nine authorized members to ten authorized members and increased the number of Class III directorships from three to four. Mr. Stadler, previously served on the Board of Directors of McLeodUSA from January 2006 until its acquisition by the company. >From 1999 until 2002, he served as Chief Executive Officer of riodata NV, a data services carrier specializing in private network and internet access and connectivity for medium-sized companies. Before his service in that position, Mr. Stadler served as Chief Operating Officer of Otelo Communications, a competitive local exchange carrier, and as Chief Executive Officer of RWE Telliance AG, a German telecommunications company. From 1985 to 1996, Mr. Stadler served in a variety of senior management positions at GTE Corporation's cellular and telephone subsidiaries and as GTE's head of mergers and acquisitions. Since 2002, Mr. Stadler has pursued private interests. In connection with Mr. Stadler's appointment, effective on June 11, 2008, the Compensation Committee of the Board approved a grant to Mr. Stadler of options to purchase 83,300 shares of the company's common stock pursuant to the PAETEC Holding Corp. 2007 Omnibus Incentive Plan. The options have an exercise price equal to the last reported sale price of the company's common stock on the NASDAQ Global Select Market on the date of grant, and were fully vested as of the date of grant. Headquartered in Fairport, New York, PAETEC Holding Corp. (NASDAQ GS: PAET) -- http://www.paetec.com/-- provides large, medium-sized and, to a lesser extent, small business end-user customers in metropolitan areas with a package of integrated communications services that includes local and long distance voice, data, and broadband Internet access services. PAETEC Holding had approximately 3,900 employees as of March 1, 2008. As of March 1, 2008, excluding the effect of the McLeodUSA merger, PAETEC Holding had in service 124,261 digital T1 transmission lines, which represented the equivalent of 2,982,264 telephone lines, for over 30,000 business customers in a service area encompassing 53 of the top 100 metropolitan statistical areas. * * * PAETEC Holding Corp. still carries Moody's Investors Service's Caa1 senior unsecured debt rating assigned on June 21, 2007. PILGRIM'S PRIDE: S&P Puts 'BB' Corp. Credit Under Negative Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'BB-' corporate credit ratings on Dean Foods Co. and Pilgrim's Pride Corp., and 'BBB-' corporate credit rating on Tyson Foods Inc. on CreditWatch with negative implications. S&P could affirm or lower the ratings upon completion of its review. The CreditWatch placement is the result of S&P's concerns that in the near term these companies will be faced with even higher commodity costs than S&P's previous expectations because heavy rains and flooding in the Midwest damaged the crops, especially the corn crop. S&P's review will focus on the extent of the damage to crops, the pressure this will create for further record grain prices and the resulting effect that will have on dairy farmers, dairy cattle supply and milk prices and the company's ability to quickly pass these higher costs to its customers. In addition, S&P will discuss with management its plans to manage through these difficult market conditions. Dallas-based Dean Foods had rated debt of about $5.2 billion at March 31, 2008. Pittsburg, Texas-based Pilgrim's Pride had rated debt of about $2.1 billion at March 29, 2008. Springdale, Arkansas-based Tyson Foods had rated debt of $3.2 billion at March 29, 2008. PIPER RESOURCES: Updates on Default Status; CCAA Extended to July ----------------------------------------------------------------- Piper Resources Ltd. reports that further to the company's Notice of Default contained in the news release on May 21, 2008, and the company's Default Status Report contained in the news release dated May 29, 2008, is the company's bi-weekly default status report pursuant to Appendix B of the Canadian Securities Administrators Staff Notice 57-301: 1. Except as included in the Default Status Report contained in the news release dated May 29, 2008, with respect to the company's inability to file its Interim Financial Statements for the three months ended March 31, 2008, there has been no material change in the information contained in the Notice of default. 2. There has been no change to any intentions outlined in the Notice of Default or previous Default Status Report. 3. The company will not be able to file the Interim Statements by the required deadline of May 30, 2008, as it must first complete the Annual Audited Financial Statements for the year ended Dec. 31, 2007. 4. As disclosed in the Notice of Default contained in a news release dated May 21, 2008, the company was granted protection from its creditors under the Companies Creditors' Arrangement Act until June 12, 2008. As reported in a news release dated June 13, 2008, the CCAA protection was extended to July 15, 2008. Except for the extension of the stay of CCAA protection as disclosed herein, there is no other material information concerning the affairs of Piper that has not been generally disclosed. About Piper Resources Headquartered in Calgary, Alberta, Piper Resources Ltd. is a non- listed exploration, development and production company pursuing conventional oil and natural gas opportunities in western Canada. The company's core areas are focused in the Peace River arch area of northwestern Alberta, with operated production in the Gordondale, Pouce Coupe and Sinclair areas. On Feb. 15, 2008, Piper Resources Ltd. obtained creditor protection under the Companies Creditors Arrangement Act (Canada) pursuant to an Order from the Alberta Court of Queen's Bench. Piper engaged Tristone Capital Inc. as its financial advisor to pursue strategic alternatives for the company in conjunction with the CCAA proceedings. POSITRON CO: Closes Stock Purchase Transaction with Dose Shield --------------------------------------------------------------- Positron Company, and its wholly owned subsidiary Positron Pharmaceuticals Company executed and consummated a Stock Purchase Agreement to acquire all of the issued and outstanding stock of Dose Shield Corporation, an Illinois corporation. The purchase price of the Acquisition consisted of: * 80,000,000 shares of Positron Company's common stock, par value $0.01 per share, deliverable in two equal tranches, the first at the closing, the second upon verification that Dose Shield's Cardio-Assist device is ready for resale, not later than Dec. 31, 2009; * cash in the amount of $600,000, $60,000 payable, at the closing and the balance due on Dec. 31, 2008, unless extended for one year with interest at the rate of 8%; * earn out payments through Dec. 31, 2008 equal to the lesser of (x) 50% of the net revenue generated from sales of Pharm- Assist equipment, including receivables, or (y) $600,000; * advances in the company equal to $450,000, payable in the minimum monthly amount of $150,000, and royalties equal to 1.5% of net revenues generated from sales of all Dose Shield equipment sold by Positron Pharmaceuticals following the closing. In addition, John Zehner, Dose Shield's former principal shareholder and executive officer executed a three year employment agreement with Positron Company to serve as president of Positron Pharmaceuticals. Mr. Zehner's employment is for three years with a base salary of $100,000 per year, with Positron Company's option to increase the base salary to $150,000 in the event it has received appropriate funding. About Positron Corp. Headquartered in Houston, Positron Corporation (OTC BB: POSC) -- http://www.positron.com/-- designs, manufactures, markets and supports advanced cardiac molecular imaging devices utilizing single photon emission computed tomography (SPECT) and positron emission tomography (PET). The company's molecular imaging systems incorporate patented and proprietary software and hardware technology for the diagnosis and treatment of patients with heart disease. Positron Corp.'s consolidated balance sheet at March 31, 2008, showed $2,115,000 in total assets and $6,942,000 in total liabilities, resulting in a $4,827,000 total stockholders' deficit. Going Concern Doubt As reported in the Troubled Company Reporter on April 29, 2008, Frank L. Sassetti & Co., in Oak Park, Ill., expressed substantial doubt about Positron Corporation'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 accumulated deficit. PREMIER GROUP: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Premier Group Construction, LLC P.O. Box 6413 Mohave Valley, AZ 86446 Bankruptcy Case No.: 08-07251 Chapter 11 Petition Date: June 18, 2008 Court: District of Arizona (Yuma) Debtor's Counsel: Michael Reddig, Esq. Reddig Law Office P.O. Box 22143 Flagstaff, AZ 86002 Tel: (928) 774-9544 Fax: (928) 774-2043 mreddig@theriver.com Total Assets: $4,700,500 Total Debts: $3,284,100 Debtor's list of its 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ J Ocampo Construction Co. Disputed $22,000 c/o Kelly Moss Williams Attn: GRGRY P.O. Box 20189 Bullhead City, AZ 86439 United Rentals Norwest, Inc. Disputed $12,000 1595 Riverview Drive Fort Mohave, AZ 86426 Budget Rolloffs Services $6,600 P.O. Box 8970 Fort Mohave, AZ 86426 Mohave Market Dispute $6,600 Tri-State Building Supplies $5,900 Baron Pest Control Services Disputed $4,000 Daniell's Septic, Port, Toilets, Services $1,100 Drain Auto Value Parts Store BH Auto Credit $900 Allegiant Door, Windows & Trim Disputed Debt Unknown LLC Office Express Unknown Unknown Red MT Construction & Devel, LLC Lawsuit Unknown PROGRESSIVE MOULDED: Case Summary & 34 Largest Unsecured Creditors ------------------------------------------------------------------ Lead Debtor: Progressive Moulded Products, Ltd. aka Edge Sequencing 125 Villarboit Crescent Concord, Ontario L4K 4K2 Canada Bankruptcy Case No.: 08-11256 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Progressive Molded Products, Inc. 08-11253 Progressive Marketing, Inc. 08-11254 THL-PMPL Holding Corp. 08-11255 Type of Business: The Debtors are plastic molders. Chapter 11 Petition Date: June 20, 2008 Court: District of Delaware (Delaware) Judge: Kevin J. Carey Debtors' Counsel: Pauline K. Morgan, Esq. Email: bankfilings@ycst.com Young, Conaway, Stargatt & Taylor 1000 W. St., 17th Fl. P.O. Box 391 Wilmington, DE 19899-0391 Tel: (302) 571-6600 Fax: (302) 571-1253 http://www.ycst.com Progressive Moulded Products, Ltd's Financial Condition: Estimated Assets: $500 million to $1 billion Estimated Debts: $500 million to $1 billion Debtors' Consolidated List of 34 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Bank, NA as bond $195,718,478 trustee for the 11.50% senior subordinated notes due 2012 Attn: Joseph P. O'Donnell 213 Court St., Ste. 703 Middletown, CT 06457 Fax: (860) 704-6219 GS Mezzanine Partners III bond $154,393,363 Onshore Fund, LP, as holder of certain 11.50% senior subordinated notes due 2012 Attn: Kaca Enquist 85 Broad St. New York, NY 10004 Fax: (212) 902-3000 MG Stratum Fund III, LP as bond $20,052,455 holder of certain 11.50% senior subordinated notes due 2012 Attn: Craig Ferguson McKenna Gale Management III, Ltd. 145 King Street West, Ste. 1220 Toronto, Ontario, Canada M5H 1J8 Fax: (416) 364-8444 Edgestone Capital Mezzanine bond $21,272,660 Fund II, LP as holder of certain 11.50% senior subordinated notes due 2012 Attn: Vice President, Mezzanine Edgestone Capital Partners, Inc. The Exchange Tower, Ste. 600 130 King St. W. P.O. Box 187 Toronto, Ontario, Canada M5X 1A6 Fax: (416) 860-9838 JPMorgan Chase Bank, Toronto bank loan $35,200,000 Branch, as administrative agent under a credit agreement dated April 28, 2004, as amended Attn: Doug Jenks 270 Park Ave. New York, NY 10017-2014 Tel: (212) 622-4521 Fax: (212) 622-4557 Thomas H. Lee (Alternative) bank loan guaranty $23,232,000 Fund V, LP, Thomas H. Lee (Alternative) Cayman Fund V, LP Attn: Kent Weldon Thomas H. Lee Partners, LP 100 Federal St., 35th Fl. Boston, MA 02110 Fax: (617) 897-1438 GS Mezzanine Partners III bank loan guaranty $11,968,000 Onshore Fund, LP and GS Mezzanine Partners III Offshore Fund, LP Attn: Michael Koester Goldman, Sachs & Co. 85 Broad St. New York, NY 10004 Fax: (212) 902-3000 Bose Corp. trade $2,774,244 Attn: Officer, General or Managing Agent 688 Great Rd. P.O. Box 9102 Stow, MA 01775-9102 Fax: (508) 305-4580 Panasonic Automotive Systems trade $2,530,406 Attn: Officer, General or Managing Agent 26455 American Dr. Southfield, MI 48034 Fax: (248) 447-7002 Irvin Automotive trade $1,433,288 Attn: Officer, General or Managing Agent P.O. Box 67000 Detroit, MI 48267-2681 Fax: (248) 451-4101 Continental Auto trade $1,281,507 Attn: Officer, General or Managing Agent 75 Remittance Dr., Ste. 6487 Chicago, IL 60675-6487 Fax: (248) 324-9472 Windsor Mold Group trade $986,109 Attn: Officer, General or Managing Agent 4035 Malden Rd. Windsor, Ontario, Canada N9C 2G4 Fax: (519) 972-3788 Everwill Industrial, Ltd. trade $887,230 Attn: Officer, General or Managing Agent 3rd Fl., 5th Bldg. Zheng Feng Ind. Park Huangpi Village Shajing Town Shenzhen City, P.R. China 518125 Fax: 86-755-8173-1864 I-Tooling Co., Ltd. trade $870,166 Attn: Officer, General or Managing Agent 14 Workshop, Tech & Industry Park Jin Xiu Rd., He Yi Village Shajing Town Shenzen City, P.R. China 518104 Fax: 86-755-8172-8869 Uniform Color Co. trade $864,485 Attn: Officer, General or Managing Agent 942 Brooks Ave. Holland, MI 49423 Fax: (800) 272-6567 Bos Automotive Products, Inc. trade $752,072 Attn: Officer, General or Managing Agent 2619 Product Dr., Ste. 108 Rochester Hill, MI 48309-3807 Fax: (248) 852-5921 Dura Automotive Systems, Inc. trade $716,799 Attn: Officer, General or Managing Agent 2791 Research Dr. Rochester Hill, MI 48309-3575 Fax: (248) 844-1676 Sabic Innovative Plastics trade $674,096 Attn: Officer, General or Managing Agent P.O. Box 9435 Postal Station A Toronto, Ontario Canada M5W 4E1 Fax: (905) 858-5798 GE Plastics Canada trade $634,816 Attn: Officer, General or Managing Agent Box 9435 Postal Station A Toronto, Ontario M5W 4E1 Fax: (905) 858-5798 Synergia trade $626,280 Attn: Officer, General or Managing Agent 4105 Lakeridge Ln. Bloomfields Hills, MI 48302 Fax: (248) 232-3104 Basell North America, Inc. trade $594,870 Attn: Officer, General or Managing Agent 2727 Alliance Dr. Lansing, MI 48910 Fax: (517) 336-9615 Manion Wilkins & Associates, trade $574,940 Ltd. Attn: Officer, General or Managing Agent 500-21 Four Seasons Place Etobicoke, Ontario, Canada M9B 0A5 Fax: (416) 234-2071 Casco Products trade $567,255 Attn: Officer, General or Managing Agent 39810 Grand River Ave., Ste. 200 Novi, MI 48375 Fax: (203) 922-3201 Polymerland, Inc. trade $557,294 Attn: Officer, General or Managing Agent P.O. Box 3000 Mississauga, Ontario, Canada L5M 2E4 Fax: (905) 450-9318 Derby Fabricating, LLC trade $516,111 Attn: Officer, General or Managing Agent 4500 Produce Rd. Louisville, KY 40218-3058 Fax: (502) 719-0033 Denken Tooling Center trade $503,754 Attn: Officer, General or Managing Agent 465 Jutras Drive South Lakeshore, Ontario, Canada N8N 5C4 Fax: (519) 727-6481 Red Spot trade $494,633 Attn: Officer, General or Managing Agent P.O. Box 70466 Toronto, Ontario, Canada M5W 2X5 Fax: (905) 564-8550 Emhart Fastening Teknologies trade $472,798 Attn: Officer, General or Managing Agent 12337 Collections Center Dr. Chicago, IL 60693 Fax: (586) 949-0446 NU-Tech Plastic Moulding trade $466,506 Attn: Officer, General or Managing Agent 1766 Alstep Drive Unit 1 Mississauga, Ontario, Canada L5S 1W1 Fax: (905) 673-9883 Delphi Packard Electric System trade $457,300 Attn: Officer, General or Managing Agent 311 W. Monroe St., 7th Fl. P.O. Box 71405 Chicago, IL 60694 Fax: (248) 813-2307 CML Innovative Technologies, trade $441,410 Inc. Attn: Officer, General or Managing Agent 75 Remittance Dr., Ste. 6470 Chicago, IL 60675-6470 Fax: (734) 542-0478 Emergent Systems trade $437,092 Attn: Officer, General or Managing Agent P.O. Box 87126 Canton, MI 48187 Fax: (313) 565-1133 WM Tool, Inc. trade $419,808 Attn: Officer, General or Managing Agent 3280 Devon Dr. Windsor, Ontario, Canada N8X 4L4 Fax: (519) 966-1553 Termax Corp. trade $395,898 Attn: Officer, General or Managing Agent Department 4137 Carol Stream, IL 60122-4137 Fax: (847) 519-9437 RAPTOR NETWORKS: March 31 Balance Sheet Upside-Down by $27,640,189 ------------------------------------------------------------------ Raptor Networks Technology Inc.'s consolidated balance sheet at March 31, 2008, showed $1,982,569 in total assets and $29,622,758 in total liabilities, resulting in a $27,640,189 total stockholders' deficit. At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $1,701,062 in total current assets available to pay $29,622,758 in total current liabilities. The company reported a net loss of $13,942,297 on net revenue of $149,486 for the first quarter ended March 31, 2008, compared with a net loss of $30,917,868 on net revenue of $162,771 in the same period last year. 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?2e5c Going Concern Doubt As reported in the Troubled Company Reporter on May 19, 2008, Mendoza Berger & Company LLP, in Irvine, Calif., expressed substantial doubt about Raptor Networks Technology 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 auditor said that the company has sustained accumulated losses from operations and has had no significant sales of its products to date. As of March 31, 2008, the company had a deficit in working capital of $27,921,696 of which $23,513,231 relates to the fair value of derivative financial instruments. About Raptor Networks Based in Santa Ana, Calif., Raptor Networks Technology Inc. (OTC BB: RPTN) -- http://www.raptor-networks.com/-- designs, produces and sells standards-based, high-speed network switching technologies. The company's distributed network switching technology allows users to upgrade their traditional networks with the company's switches to allow for the management of high- bandwidth applications. The company has designed a family of modular network switch products branded the Ether-Raptor line, which consists of core and edge switch products. The company's products include a core switch, the Ether-Raptor-1010 (ER-1010), which is a combination 10 gigabit/gigabit Ethernet switch. During the year ended Dec. 31, 2007, the company started development of an advanced version of the ER-1010, the ER-1010E and this product became available for shipment in March 2008. It also offers a pure edge switch, the Ovi-Raptor-1048 (OR-1048) and three types of network interface cards (NIC). All of its products are based upon a common family of merchant silicon and embedded software. REMOTE MDX INC: Posts $20.1MM Net Loss in 2nd Qtr. Ended March 31 ----------------------------------------------------------------- RemoteMDx Inc. reported a net loss of $20,118,080 on total revenues of $2,663,282 for the second quarter ended March 31, 2008, compared with a net loss of $7,033,616 on total revenues of $1,683,264 in the same period last year. For the six months ended March 31, 2008, the company had revenues of $6,302,160 compared to $2,271,501 for the six months ended March 31, 2007, an increase of $4,030,659. The increase in revenues resulted primarily from increased monitoring of offender tracking devices. The company incurred a net loss of $22,460,024 for the six months ended March 31, 2008, compared to a net loss of $14,972,537 for the six months ended March 31, 2007. At March 31, 2008, the company's consolidated balance sheet showed $17,614,424 in total assets, $12,462,857 in total liabilities, $4,066,583 in minority interest, and $1,084,984 in total stockholders' equity. The company's consolidated balance sheet at March 31, 2008, also showed strained liquidity with $8,588,477 in total current assets available to pay $11,823,329 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?2e50 Going Concern Doubt As reported in the Troubled Company Reporter on Jan. 18, 2008, Salt Lake City, Utah-based Hansen, Barnett & Maxwell expressed substantial doubt about RemoteMDx Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Sept. 30, 2007. The auditing firm pointed to the company's recurring operating losses and accumulated deficit. The company incurred a net loss of $22,460,024 for the six months ended March 31, 2008, and a loss from operations of $16,071,594. In addition, the company has an accumulated deficit of $155,556,970. About RemoteMDx Headquartered in Sandy, Utah, RemoteMDx Inc. (OTC BB: RMDX.OB) -- http://www.remotemdx.com/-- and its subsidiary, SecureAlert Inc., develop and market monitoring and surveillance products and services to the criminal justice system throughout the United States. RESIDENTIAL CAPITAL: Board Approves Waiver of Operating Agreement ----------------------------------------------------------------- The board of Residential Capital, LLC, including all of ResCap's independent directors, approved a waiver of Section 2(a)(ii) of the Amended and Restated Operating Agreement dated Nov. 27, 2006, among ResCap, GMAC LLC and General Motors Corp., in connection with the purchase by an affiliate of Cerberus Capital Management, L.P. of certain assets of ResCap's model home business. In connection with the sale, ResCap received Series B junior preferred interests in the purchasing entity, CMH Holdings, LLC, having a liquidation preference equal to the difference between the net book value of the assets sold and the cash ResCap received in connection with the transaction. Also, as previously disclosed, an affiliate of Cerberus serves as managing member of CMH. Under Section 2(a)(ii) of the Operating Agreement, ResCap cannot, without a waiver of the agreement's restrictions, make any investment in a GMAC Affiliate, which includes any entity under common control with GMAC. For this purpose, "control" means the power to direct the management and policies of an entity, including through the ownership of voting securities or managing member interests. By virtue of Cerberus' indirect ownership of 51% of the membership interests of GMAC and its ownership of the managing member of CMH, CMH is considered to be a GMAC Affiliate for purposes of the Operating Agreement. Under Section 8 of the Operating Agreement, waivers require approval by a majority of the ResCap board, including a majority of the independent directors. Headquartered in Minneapolis, Minnesota, Residential Capital LLC -- http://www.rescapholdings.com/-- is the home mortgage unit of GMAC Financial Services, which is in turn wholly owned by GMAC LLC. * * * As disclosed in the Troubled Company Reporter on June 18, 2008, Moody's Investors Service assigned ratings of Caa2 and Caa3 to Residential Capital LLC (ResCap)'s senior secured and junior secured bonds, respectively. These bonds were issued as part of ResCap's bond exchange which was completed on June 4, 2008. The ratings of ResCap's unsecured senior debt and unsecured subordinate debt were affirmed at Ca and C, respectively. Ratings are under review for downgrade. Separately the senior unsecured rating of GMAC LLC was downgraded to B3 from B2 with a negative outlook. As disclosed in the Troubled Company Reporter on June 9, 2008, Fitch Ratings has downgraded Residential Capital LLC's long- and short-term Issuer Default Ratings to 'D' from 'C' following completion of the company's distressed debt exchange. Fitch has also removed ResCap from Rating Watch Negative, where it was originally placed on May 2. SCRIPPS FRENCH: Can Employ Bruce Wilson as Bankruptcy Counsel ------------------------------------------------------------- Scripps French Valley Commercial LLC obtained authority from the U.S. Bankruptcy Court for the Southern District of California to employ Bruce A. Wilson APLC as its general bankruptcy counsel. Bruce A. Wilson, Esq. is expected to, among others, represent the Debtor in its bankruptcy case by appointing professionals, give assistance in creating a disclosure statement and a plan of reorganization, and negotiate with secured creditors t arrange for new financing. Mr. Wilson told the Court that the firm's hourly rates are: Partner $250 Associate $200 Law Clerk $125 Paralegal $75 Mr. Wilson assured the Court that the firm is disinterested as that term is defined in Section 101(14) of the U.S. Bankruptcy Code. La Jolla, California-based Scripps French Valley Commercial LLC filed for Chapter 11 protection on May 14, 2008 (Bankr. S.D. Calif. Case No. 08-04070). Bruce A. Wilson, Esq. represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed estimated assets of $10 million to $50 million, and estimated debts of $1 million to $10 million. SCRIPPS FRENCH: Files Schedules of Assets & Liabilities ------------------------------------------------------- Scripps French Valley Commercial LLC filed with the U.S. Bankruptcy Court for the Southern District of California, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $15,000,000 B. Personal Property $695 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $9,600,000 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims $249,602 ----------- ----------- TOTAL $15,000,695 $9,849,602 La Jolla, California-based Scripps French Valley Commercial LLC filed for Chapter 11 protection on May 14, 2008 (Bankr. S.D. Calif. Case No. 08-04070). Bruce A. Wilson, Esq. represents the Debtor in its restructuring efforts. SECURITY CAPITAL: Moody's Junks Debts and Financing Trust Ratings ----------------------------------------------------------------- Moody's Investors Service has downgraded to B2, from A3, the insurance financial strength ratings of XL Capital Assurance Inc., XL Capital Assurance (U.K.) Limited and XL Financial Assurance Ltd. In the same rating action, Moody's also downgraded the debt ratings of Security Capital Assurance Ltd (NYSE: SCA -- preference shares to Ca from B3) and a related financing trust. The rating action concludes a review for possible downgrade that was initiated on March 4, 2008, and reflects the company's severely impaired financial flexibility and the company's proximity to minimum regulatory capital requirements relative to our estimations of expected case losses. The outlook for the ratings is negative. Moody's ratings on securities that are guaranteed or "wrapped" by a financial guarantor are generally maintained at a level equal to the higher of a) the rating of the guarantor or b) the published underlying rating. However, as XLCA and XLFA's ratings are downgraded below the investment grade level, and reflecting current rating agency policy, Moody's will withdraw ratings on XLCA and XLFA-wrapped securities for which there is no published underlying rating. Should the guarantors' ratings subsequently move back into the investment grade range or should the agency subsequently publish the underlying rating, Moody's would reinstate the rating to the wrapped instruments. SCA has recorded approximately $750 million in cumulative losses arising from its mortgage-related exposures, primarily from ABS CDOs and to a lesser extent, second-lien RMBS transactions. At 1Q2008, XLCA had $167 million of statutory surplus, which is approximately $102 million above the statutory minimum regulatory requirement. Moody's notes that XLCA cedes a majority of premiums and losses to XLFA under a quota share reinsurance arrangement, which substantially increases the amount of resources XLCA may draw upon to pay claims. At 1Q2008, XLFA had approximately $1.2 billion of capital. During 4Q2007, XLCA entered into various additional reinsurance arrangements with XLFA designed to maintain XLCA's statutory surplus above the minimum threshold. SCA has stated that it could incur adverse case basis loss reserve development of up to approximately 80% of its established case basis reserves at 1Q2008, and still maintain compliance with its regulatory solvency requirements. However, Moody's has estimated expected case losses on the firm's mortgage risks to be in the range of $2 billion, suggesting that meaningful further losses may be recognized and regulatory capital further depleted. The rating agency added that if XLCA's capital were to fall below the regulatory minimum, there could be material adverse effects on the firm's financial condition. A meaningful portion of XLCA's credit exposure was written in credit default swap form, and contains a clause that exposes the firm to mark to market termination in the event of insolvency. A breach of minimum regulatory capital requirement heightens the risk of regulatory intervention, which could trigger a market value termination of the CDS contracts. Moody's has re-estimated expected and stress loss projections on SCA's insured portfolio, focusing on the company's mortgage- related exposures, as well as other sectors of the portfolio potentially vulnerable to deterioration in the current environment. Based on Moody's revised assessment of the risks in SCA's portfolio, estimated stress-case losses would approximate $6.6 billion at the Aaa rating threshold. This compares to Moody's estimate of SCA's total claims paying resources of approximately $3.5 billion, a capital position more consistent with a rating in the single-B category. According to Moody's, the negative outlook on SCA's ratings reflects continued uncertainty with respect to the amount of losses that will ultimately arise from the company's insured portfolio and attendant risks that could occur if losses develop adversely, including the potential of regulatory intervention. SCA has stated that it continues to work toward mitigating the financial stresses impacting the company, including the commutation, restructuring or settlement of its obligations with its CDO counterparties and the commutation or settlement of various reinsurance arrangements with XL Capital Ltd. Moody's will continue to evaluate SCA's ratings in the context of changes to the company's strategic and capital management plans, as well as the future performance of the company's mortgage- related exposures relative to expectations and resulting capital adequacy levels. The rating agency noted that upward rating pressure could occur if SCA is able to successfully execute on its restructuring plans, although there is considerable uncertainty about the outcome and timing of those efforts. Conversely, downward rating pressure could occur if minimum regulatory capital requirements are breached. LIST OF RATING ACTIONS These ratings have been downgraded: -- XL Capital Assurance Inc. -- insurance financial strength to B2 from A3; -- XL Capital Assurance (U.K.) Limited -- insurance financial strength to B2 from A3; -- XL Financial Assurance Ltd -- insurance financial strength to B2 from A3; -- Security Capital Assurance Ltd -- provisional rating on senior debt to (P)Caa3 from (P)Ba1, provisional rating on subordinated debt to (P)Ca from (P)Ba2 and preference shares to Ca from B3; and -- Twin Reefs Pass-Through Trust -- contingent capital securities to Caa2 from Ba1. OVERVIEW OF SECURITY CAPITAL ASSURANCE Security Capital Assurance Ltd is a Bermuda-domiciled holding company whose primary operating subsidiaries, XL Capital Assurance Inc. and XL Financial Assurance Ltd, provide credit enhancement and protection products to the public finance and structured finance markets throughout the United States and internationally. For the three months ended March 31, 2008, SCA reported a net loss available to common shareholders of $97 million. As of March 31, 2008, SCA had shareholders' equity of approximately $348 million. SIRVA INC: OOIDA Demands Full Distribution of $5,000,000 Claim -------------------------------------------------------------- Owner Operator Independent Drivers Association, a court-appointed representative of a class composed of truck owner-operators who have provided operational services to Sirva Inc. and its debtor- affiliates, asks the U.S. Bankruptcy Court for the Southern District of New York to order the Debtors to comply with the distribution provisions under the confirmed First Amended Prepackaged Joint Plan of Reorganization. The Debtors had identified OOIDA as one of their 30 largest unsecured creditors, with an undisputed claim for $5,000,000. The claim arises from a class action settlement agreement, requiring Debtors SIRVA, Inc., Allied Van Lines, Inc., North American Van Lines, Inc., and Global Van Lines, Inc., to pay $8,000,000. Of the settlement amount, $3,000,000 had already been paid prior to the Petition Date. According to Daniel E. Cohen, Esq., at The Cullen Law Firm PLLC in Washington, D.C., OOIDA is entitled to receive the full amount of the distributions on the Effective Date. However, the Debtors have distributed only 60% of the amount due to OOIDA, stating that they do not need to make the remaining distribution until May 2009, pursuant to certain schedules, term-sheets, and statements preceding the final confirmation of the Plan. OOIDA insists that the Debtors' refusal to pay is unsustainable, because: (1) the express terms of the Plan entitled OOIDA to the full amount of their claim upon the Effective Date; (2) the Debtors are bound by the terms of the Plan in accordance with Section 1141 of the Bankruptcy Code, and they can not challenge the confirmed Plan at this time; (3) the Plan contains a merger clause stipulating that it supersedes all previous negotiations, agreements, and representations; and (4) as a matter of law, the Plan is essentially a contract between the parties, and all prior obligations of the parties are extinguished by the Plan. OOIDA tells the Court that the Plan binds the Debtors to make a full payment on behalf of their claim. Accordingly, the Debtors should not be allowed to modify, clarify, or repudiate their current contractual obligation. About Sirva Inc. The company and 61 of its affiliates filed separate petitions for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case No. 08-10433). Marc Kieselstein, Esq. at Kirkland & Ellis, L.L.P. is representing the Debtor. When the Debtors filed for bankruptcy, it reported total assets of US$924,457,299 and total debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007. The Court confirmed the Debtor's First Amended Prepackaged Plan on May 7, 2008. The Debtors' First Amended Prepackaged Joint Plan of Reorganization became effective on May 12, 2008. (Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/or 215/945-7000). SPX CORPORATION: Fitch Holds 'BB+' Issuer Default and Debt Ratings ------------------------------------------------------------------ Fitch Ratings has affirmed SPX Corporation's ratings as: -- Issuer Default Rating 'BB+'; -- Senior secured bank debt 'BB+'; -- Senior unsecured debt 'BB+'. At March 29, 2008 SPX had approximately $1.6 billion of debt outstanding. The Rating Outlook is Stable. The ratings consider SPX's geographic and product diversification, solid demand in many of its infrastructure and energy markets, and consistent execution of its operating and financial strategies. In addition, the company has appropriate levels of liquidity and cash flow for the rating category. SPX's financial leverage has been higher than normal since late 2007 when the company spent $524 million to acquire APV, a maker of process equipment for food, beverage and pharmaceutical markets. The acquisition, together with other transactions, has supported SPX's expansion outside the U.S. which now represents about half of total revenue. SPX's stated policy is to maintain gross debt/EBITDA within a range of 1.5 times to 2.0x, as defined in its bank agreement. At March 29, 2008 gross debt/EBITDA was 2.2x. The ratio is somewhat understated when compared to unadjusted measures used by Fitch. Additional acquisitions or share repurchases are expected to resume once SPX returns to its targeted leverage range, possibly by the end of 2008. Improving operating results reflect the impact of SPX's focus on productivity, cost controls, the integration of its information systems, and other initiatives. The company is disciplined about acquiring or divesting businesses to support its strategy of expanding its infrastructure, process equipment and diagnostic tools platforms. The APV acquisition expanded SPX's existing process equipment business although its margins are well below those in the rest of SPX's Flow Technology segment. SPX plans to spend $60 million-$80 million of cash over three years to restructure the APV business and raise its margins as part of its integration with SPX. Rating concerns include occasional increases in leverage related to acquisitions, integration risk at acquired businesses, competitive end-markets, and weak demand from North American automotive customers. Partly as a result of restructuring costs, SPX's free cash flow is anticipated to be flat in 2008 despite sales and margin growth at existing businesses. Free cash flow will also be affected by additional capital expenditures to expand SPX's production capacity and a program to further integrate and upgrade its information system. These expenditures could reasonably be expected to return to more normal levels fairly quickly, however, giving SPX additional flexibility after 2008 with respect to discretionary spending. SPX issued $500 million of seven-year senior unsecured notes in December 2007 to help fund the purchase of APV. As a result, total debt increased to $1.6 billion as of March 29, 2008 from less than $1 billion one year earlier. SPX also has a $750 million term loan which amortizes through 2012 and represents nearly all of its scheduled debt maturities during the next five years. Liquidity at March 29, 2008 was supported by cash balances of $384 million and by approximately $241 million of net availability under a five-year secured bank facility. The level of liquidity reflects the seasonality of SPX's free cash flow which typically is strongest in the second half of the year. STEVE & BARRY'S: To Go Bankrupt if $30MM Funding Search Fails ------------------------------------------------------------- Steve & Barry's LLC is said to be on the brink of bankruptcy and is in search for a rescue financing of about $30 million, The Wall Street Journal relates. The retailer has been approaching a number of financing resources to fund its operations for the rest of the year, WSJ notes. According to WSJ, without additional capital, the company's fate will be determined by the commercial-lending unit of General Electric Co. GE provided the company with a roughly $200 million credit facility in March, and the company is already in default on that loan, WSJ says according to three people familiar with the matter. WSJ, citing several creditors, bankruptcy lawyers and retail experts familiar with the matter, says that if the company is unable to secure backing, it could seek protection from creditors sometime in July. WSJ states that Steve & Barry's is the latest retail player hurt by the economic downturn, and its demise would be a big blow to struggling mall owners. According to WSJ, Steve & Barry's has hired Goldman Sachs Group Inc. to seek out financing and hired a bankruptcy lawyer to advise it on a restructuring. About Steve and Barry LLC Headquartered in Port Washington, New york, Steve and Barry LLC -- http://www.steveandbarrys.com/-- sells every item in its stores for $19.99 or less, operates more than 250 shops in about 40 states nationwide. Stores range from 50,000 to over 100,000 sq. ft. The firm buys its merchandise (T-shirts, button-down shirts, varsity jackets, sweatpants, tank tops, backpacks) from vendors in the US, Canada, Central America, India, Mexico, and Pakistan. STEVEN BROOKS: Case Summary & Five Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Steven Norman Brooks aka Supertech Paint and Body 234 North Ventura Avenue Ventura, CA 93001 Bankruptcy Case No.: 08-11393 Chapter 11 Petition Date: June 18, 2008 Court: Central District Of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: Robert E. Canny, Esq. Law Offices of Robert E. Canny 5042 Wilshire Boulevard, Suite 885 Los Angeles, CA 90036 Tel: (213) 401-3996 Estimated Assets: $1 million to $10 million Estimated Debts: $500,000 to $1 million Debtor's list of its five largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Bank Personal Loan $20,000 34033 Elder Street, 1st Floor Boise, ID 83705 Capital One Services, Inc. Credit Card $8,000 P.O. Box 30278 Salt Lake City, UT 84130-0278 Bank of America Credit Card $2,595 P.O. Box 26078 Greensboro, NC 27420 State of California Taxes Unliquidated Franchise Tax Board Internal Revenue Service Taxes Unliquidated SUPERIOR OFFSHORE: Files Schedules of Assets and Liabilities ------------------------------------------------------------ Superior Offshore International Inc. delivered to the United States Bankruptcy Court for the Southern District of Texas its schedules of assets and liabilities disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $67,587,927 C. Property Claimed as Exempt D. Creditors Holding $14,072,828 Secured Claims E. Creditors Holding 535,628 Unsecured Priority Claims F. Creditors Holding 39,751,428 Unsecured Nonpriority Claims ----------- ----------- TOTAL $67,587,927 $54,359,884 Headquartered in Houston Texas, Superior Offshore (Nasdaq: DEEP) -- http://www.superioroffshore.com/-- provides subsea construction and commercial diving services to the offshore oil and gas industry. The company's construction services include installation, upgrading and decommissioning of pipelines and production infrastructure. The company operates a fleet of seven service vessels and provides remotely operated vehicles (ROVs) and saturation diving systems for deepwater and harsh environment operations. Superior Offshore International, Inc., filed for bankruptcy protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590). The Company continues to operate its business as "debtor in possession" under the jurisdiction of the Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. David Ronald Jones, Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP, represent the Debtor. The U.S. Trustee for Region 7 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Douglas S. Draper, Esq., at Heller Draper Hayden Patrick & Horn LLC, represent the Committee in this case. TEEVEE TOONS: Agrees to Sell Recorded Music Arm to The Orchard -------------------------------------------------------------- Brian Garrity of the New York Post reports that TEEVEE Toons Inc., dba T.V.T. Records, has entered into an agreement to sell its recorded music arm and other assets to The Orchard, a New York- based distributor of digital music. Financial terms of the deal were not available as at June 19, 2008. The companies are aiming to close the proposed pact on July 3, pending court approval, according to the report. Under the agreement, The Orchard will acquire the TVT catalog, its artists contacts and TVT's physical distribution business. Excluded in the agreement is TVT's music publishing arm, TVT Music Enterprises. It will operate as a standalone entity following the sale, the report said. It was not decided yet whether TVT founder Steve Gottlieb will have a role with The Orchard or the TVT catalog after the deal, according to the report. The Orchard is a unit of Dimensional Associates, which also owns digital music retailer eMusic. Headquartered in New York City, TEEVEE Toons Inc. dba T.V.T. Records -- http://www.tvtrecords.com/-- is an American record label. The Debtor filed for Chapter 11 petition on Feb. 19, 2008 (Bankr. S. D. N.Y. Case No.: 08-10562.) The Official Committee of Unsecured Creditors has selected Sonnenschein Nath & Rosenthal LLP as its counsel. Alec P. Ostrow, Esq. and Constantine Pourakis, Esq, at Stevens & Lee, P.C. represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed estimated assets and debts of between $10 million and $50 million. TEXHOMA ENERGY: March 31 Balance Sheet Upside-Down by $4,294,246 ---------------------------------------------------------------- Texhoma Energy Inc.'s consolidated balance sheet at March 31, 2008, showed $5,095,500 in total assets and $9,389,746 in total liabilities, resulting in a $4,294,246 total stockholders' deficit. At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $311,703 in total current assets available to pay $1,454,865 in total current liabilities. The company reported a net loss of $374,808 on oil and gas revenues of $429,125 for the second quarter ended March 31, 2008, compared with a net loss of $151,930 on oil and gas revenues of $437,537 in the same period ended March 31, 2007. The company incurred $360,700 in general and administrative expenses for the quarter ended March 31, 2008, compared to $128,395 for the same period in 2007, an increase of $232,305 from the prior period. The majority of the increase is the result of the issuance of 18,200,000 shares of the company's common stock to Valeska Energy Corp. in connection with and pursuant to the terms of the May 2007 management agreement entered into by Valeska with the company. The company also issued stock warrants to new subscribers of its common stock and its lenders. Stock accretion expense was computed based upon the Black-Scholes modeling and recorded as warrants were issued. As a result of the continued Black Scholes modeling, the company recognized $7,835 in related stock accretion expense for the quarter ended March 31, 2008, as compared with a stock accretion gain of $273,626 for the quarter ended March 31, 2007. 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?2e58 Going Concern Doubt As reported in the Troubled Company Reporter on Jan. 18, 2008, Houston-based GLO CPA's LLP expressed substantial doubt about the Texhoma Energy Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Sept. 30, 2007. The auditing firm reported that the company has recurring operating losses, negative working capital and is dependent on financing to continue operations. About Texhoma Energy Headquartered in Dallas, Texhoma Energy Inc. (Other OTC: TXHE.PK) -- http://texhomaenergy.com/-- engages in the exploration for and the production of hydrocarbons, more commonly known as the exploration and production of crude oil and natural gas. In March 2006, Texhoma incorporated a subsidiary, Texaurus Energy Inc. in Delaware for the same purposes. THORNBURG MORTGAGE: Shareholders Re-Elect 3 Class II Directors -------------------------------------------------------------- Thornburg Mortgage Inc.'s shareholders re-elected each of David J. Matlin, Francis I. Mullin, III and Mark R. Patterson to serve as Class II Directors for a three-year term during its 2008 Annual Meeting of Shareholders held on June 12, 2008. Shareholders also approved the proposals to amend the company's Articles of Incorporation to increase the number or authorized shares of capital stock from 500 million to 4 billion shares, by a vote of 74% in favor of the amendment to the company's charter, and to modify the terms of each of the company's existing series of preferred stock, by a vote of 74% in favor of the amendment to the company's charter. The company must still obtain the requisite consents from the holders of each series of preferred stock to the modification of the terms of the preferred stock before those modifications can become effective. The company intends to seek these consents in connection with the tender offer for the preferred stock. On June 13, 2008, the company filed Articles of Amendment to its Articles of Incorporation with the State Department of Assessments and Taxation of the State of Maryland, reflecting the increase in the authorized capital stock of the company to 4 billion shares. A copy of the Articles of Amendment is available for free http://ResearchArchives.com/t/s?2e4d Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable- rate mortgages. It originates, acquires, and retains investments in adjustable and variable rate mortgage assets. Its ARM assets comprise of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. At Dec. 31, 2007, the company's consolidated balance sheet showed $36.5 billion in total assets, $34.5 billion in total liabilities, and $2.00 billion in total stockholders' equity. * * * As reported in the Troubled Company Reporter on March 10, 2008, Moody's Investors Service downgraded to Ca from Caa2 the senior unsecured debt, and to C from Ca the preferred stock ratings of Thornburg Mortgage, Inc. Thornburg's Ca unsecured debt rating remains under review for possible downgrade. The downgrades were in response to Thornburg's announcement that cross-defaults have been triggered under all of the REIT's repurchase agreements and secured loan agreements. Reverse repurchase agreements represent a key source of funding for the company. The TCR said on March 10 that Standard & Poor's Ratings Services lowered its issue ratings on Thornburg Mortgage Inc.'s senior unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from 'CCC-'. Both issue ratings will remain on CreditWatch negative, where they were placed on March 3, 2008. The counterparty credit rating remains on selective default. Given Thornburg's limited financial resources, S&P believes the risk of default has increased further. The TCR also said on March 10 that, given Thornburg Mortgage, Inc.'s weakening credit profile stemming from defaults under the company's reverse repurchase agreements, Fitch has downgraded the Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC'; -- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock to 'C/RR6' from 'CC/RR6'. THORNBURG MORTGAGE: Board Approves Executive Indemnification Pact ----------------------------------------------------------------- The Board of Directors of Thornburg Mortgage, Inc. approved a form of indemnification agreement to be entered into with each of its current and future directors and executive officers, as well as certain former executive officers and advisory directors. The board specifically approved entering into the agreement with each of these current executive officers and directors, including Anne- Drue M. Anderson, Director, David A. Ater, Director, Eliot R. Cutler, Director, Paul G. Decoff, Senior Executive Vice President and Chief Lending Officer, Larry A. Goldstone, President, Chief Executive Officer and Director, Ike Kalangis, Director, David J. Matlin, Director, Francis I. Mullin, III, Director, Mark R. Patterson, Director, Stuart C. Sherman, Director, Clarence G. Simmons, III, Senior Executive Vice President and Chief Financial Officer, and Garrett Thornburg, Chairman of the Board and Director. The Indemnification Agreement permits indemnification to the fullest extent now or hereafter permitted by the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time. It is possible that the applicable law could change the degree to which indemnification is expressly permitted; provided, however, that no change in Maryland law will reduce the benefits available to an officer, director or advisory director thereunder based on Maryland law as in effect on the date therein. The Indemnification Agreement covers losses, liabilities, claims, damages and expenses, including reasonable attorneys' fees, arising from the fact that the officer, director or advisory director is or was an officer, director or advisory director of the Company, or was serving at the request of the Company. The Indemnification Agreement obligates the company to promptly advance, within ten business days of an officer, director or advisory director's request, all expenses incurred in connection with any indemnification claim. The officer or director is, in turn, obligated to reimburse the company for all amounts so advanced if it is later determined that the officer or director is not entitled to indemnification. The indemnification provided under the Indemnification Agreement is not exclusive of any other indemnity rights; however, double payment to the officer, director or advisory director is prohibited. The officer, director or advisory director is entitled to contribution from the company if indemnification pursuant to the Indemnification Agreement is unavailable or insufficient to hold such officer, director or advisory director harmless. A full-text copy of the Indemnification Agreement is available for free at http://ResearchArchives.com/t/s?2e4c About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable- rate mortgages. It originates, acquires, and retains investments in adjustable and variable rate mortgage assets. Its ARM assets comprise of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. At Dec. 31, 2007, the company's consolidated balance sheet showed $36.5 billion in total assets, $34.5 billion in total liabilities, and $2.00 billion in total stockholders' equity. * * * As reported in the Troubled Company Reporter on March 10, 2008, Moody's Investors Service downgraded to Ca from Caa2 the senior unsecured debt, and to C from Ca the preferred stock ratings of Thornburg Mortgage, Inc. Thornburg's Ca unsecured debt rating remains under review for possible downgrade. The downgrades were in response to Thornburg's announcement that cross-defaults have been triggered under all of the REIT's repurchase agreements and secured loan agreements. Reverse repurchase agreements represent a key source of funding for the company. The TCR said on March 10 that Standard & Poor's Ratings Services lowered its issue ratings on Thornburg Mortgage Inc.'s senior unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from 'CCC-'. Both issue ratings will remain on CreditWatch negative, where they were placed on March 3, 2008. The counterparty credit rating remains on selective default. Given Thornburg's limited financial resources, S&P believes the risk of default has increased further. The TCR also said on March 10 that, given Thornburg Mortgage, Inc.'s weakening credit profile stemming from defaults under the company's reverse repurchase agreements, Fitch has downgraded the Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC'; -- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock to 'C/RR6' from 'CC/RR6'. THORNBURG MORTGAGE: Board Approves Employees' Phantom Stock Rights ------------------------------------------------------------------ The Compensation Committee of the Board of Directors of Thornburg Mortgage Inc. approved the amounts of one-time special awards of Phantom Stock Rights to certain employees, including the company's executive officers, pursuant to the Amended and Restated 2002 Long-Term Incentive Plan. In connection with the awards, Larry A. Goldstone, the company's Chief Executive Officer and President, received 4,908,743 PSRs, Clarence G. Simmons, III, the company's Senior Executive Vice President and Chief Financial Officer, received 919,023 PSRs, and Paul G. Decoff, the company's Senior Executive Vice President and Chief Lending Officer, received 515,634 PSRs. On April 29, 2008, at a meeting of the Committee on April 22, 2008, management expressed its concerns about the effects on employee morale resulting from the decline in value of the employees' PSRs, which represent a significant portion of their compensation, the continued volatility in the mortgage industry and employees' concerns about the effects of that volatility on the future of the industry and the company. Management also reported that several key employees had left the company, and others were considering leaving. Based on management's concerns about employee morale and the departure of key employees, the Committee approved in concept the granting of one-time special awards of PSRs to certain employees to induce them to remain with the company. Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable- rate mortgages. It originates, acquires, and retains investments in adjustable and variable rate mortgage assets. Its ARM assets comprise of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. At Dec. 31, 2007, the company's consolidated balance sheet showed $36.5 billion in total assets, $34.5 billion in total liabilities, and $2.00 billion in total stockholders' equity. * * * As reported in the Troubled Company Reporter on March 10, 2008, Moody's Investors Service downgraded to Ca from Caa2 the senior unsecured debt, and to C from Ca the preferred stock ratings of Thornburg Mortgage, Inc. Thornburg's Ca unsecured debt rating remains under review for possible downgrade. The downgrades were in response to Thornburg's announcement that cross-defaults have been triggered under all of the REIT's repurchase agreements and secured loan agreements. Reverse repurchase agreements represent a key source of funding for the company. The TCR said on March 10 that Standard & Poor's Ratings Services lowered its issue ratings on Thornburg Mortgage Inc.'s senior unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from 'CCC-'. Both issue ratings will remain on CreditWatch negative, where they were placed on March 3, 2008. The counterparty credit rating remains on selective default. Given Thornburg's limited financial resources, S&P believes the risk of default has increased further. The TCR also said on March 10 that, given Thornburg Mortgage, Inc.'s weakening credit profile stemming from defaults under the company's reverse repurchase agreements, Fitch has downgraded the Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC'; -- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock to 'C/RR6' from 'CC/RR6'. TREY RESOURCES: March 31 Balance Sheet Upside-Down by $4,031,074 ---------------------------------------------------------------- Trey Resources Inc.'s consolidated balance sheet at March 31, 2008, showed $1,657,481 in total assets and $5,688,555 in total liabilities, resulting in a $4,031,074 total stockholders' deficit. At March 31, 2008, the company's consolidated balance sheet also showed strained liquidity with $1,135,572 in total current assets available to pay $5,607,808 in total current liabilities. The company reported a net loss of $195,751 on net sales of $1,949,890 for the first quarter ended March 31, 2008, compared with a net loss of $191,593 on net sales of $2,118,358 in the same period last year. 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?2e61 Going Concern Doubt Bagell, Josephs, Levine & Company, LLC, in Marlton, New Jersey, expressed substantial doubt about Trey Resources 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 substantial accumulated deficits and operating losses. About Trey Resources Headquartered in Livingston, New Jersey, Trey Resources Inc. (OTC BB: TYRIA) -- http://www.treyresources.com/-- operates as a business consultant, value-added reseller, and developer of financial accounting software to small and medium-sized businesses in the United States. It also publishes its own proprietary electronic data interchange software, MAPADOC, which is used to automate existing processes. TRIAD GUARANTY: July Runoff Cues Fitch to Retain Negative Watch --------------------------------------------------------------- Triad Guaranty Inc. and Triad Guaranty Insurance Corporation both remain on Rating Watch Negative by Fitch Ratings following the announcement that Triad will be going into runoff effective July 15. Fitch originally placed Triad on Rating Watch Negative on Oct. 25, 2007 and last downgraded the ratings on May 2. Fitch currently rates both entities as: Triad Guaranty -- Long-term Issuer 'CCC'. Triad -- Insurer Financial Strength 'BB'. It appears that Triad Guaranty's plan to create a new mortgage insurer with an investor group led by Lightyear Capital LLC will be abandoned. The ratings of Triad and Triad Guaranty already incorporated a high probability of the company ultimately entering into runoff. To a certain extent, however, Fitch believes that the creation of a new mortgage insurer under the ownership of Lightyear could have potentially been a favorable development for Triad's policyholders in that the process could have facilitated Triad's ability to retain key staff that will be needed for an orderly and effective runoff of Triad's existing insured portfolio. Without the formation of a new mortgage insurer, Fitch will monitor whether Triad will be able to retain the necessary operating staff to manage the runoff. In addition, Fitch will continue to monitor the ultimate loss development of Triad's insured portfolio. Fitch believes that Triad's margin of safety to meet policyholder obligations could become pressured if delinquency and loss development continue at a sustained pace. Additionally, Fitch notes that the 2007 vintage, a significant portion of which was made up of loans with loan-to- value ratios of 95% or greater, is currently exhibiting delinquency trends that are materially higher than the troubled 2006 vintage for Triad and the rest of the U.S. mortgage insurers. Fitch believes higher claim rates will possibly be offset by the probability that many potential claims on mortgage insurance policies may be determined to be ineligible for coverage, leading to high rescission and claim denial activity, especially within the 2007 vintage and to a lesser degree, the 2006 vintage. Fitch expects that the levels of rescissions related to these vintages will be significantly higher than historical experience for the mortgage insurance industry in general, particularly within the Alt-A sector, thus reducing the amount of losses that will be incurred by Triad and the mortgage insurance industry. Moreover, Fitch believes that Triad may have greater willingness to rescind claims given its future runoff status. Triad is also expected to receive material capital benefit from lender captive mortgage reinsurance company arrangements. Fitch will continue to monitor Triad's ability to execute an orderly runoff as well as loss developments within the insured portfolio and the extent to which captive reinsurance and rescission activity offset these losses. At the present time, Fitch anticipates that the capital currently located in Triad will remain at the regulated insurance company for the benefit of policyholders. Any actions taken over the intermediate-term to extract capital from Triad could place additional negative pressure on Triad and Triad Guaranty's ratings. Triad Guaranty is a holding company that provides private mortgage insurance coverage in the United States through Triad, its wholly owned subsidiary. For Mar. 31, 2008, Triad Guaranty reported consolidated assets under Generally Accepted Accounting Principles of $1.1 billion and shareholders' equity of approximately $338 million. TRIAD GUARANTY: July Runoff Prompts S&P to Retain Negative Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services said that all of its ratings on Triad Guaranty Inc. (BB/Watch Neg/--; TGIC) and TGIC's mortgage insurance subsidiary, Triad Guaranty Insurance Corp. (BBB/Watch Neg/--; Triad), will remain on CreditWatch with negative implications. "This follows TGIC's announcement that it will now cease writing new mortgage insurance policies effective July 15, 2008, and go into runoff," said Standard & Poor's credit analyst James Brender. Claims have depleted Triad's capital to a level that makes it imprudent to assume new liabilities, and the company has been unable to raise additional capital. "Triad's decision to cease writing new mortgage insurance policies was not unexpected," added Mr. Brender. "When we downgraded Triad on April 3, 2008, we stated that Triad would eventually go into runoff." Standard & Poor's is in the process of comparing Triad's current liabilities and potential losses to its resources. S&P expect to resolve the CreditWatch within a month. The possible resolutions of the CreditWatch could vary from an affirmation with a negative outlook to a multiple notch downgrade. U.S. SHIPPING: Market Climate Still Tough Due to High Oil Prices ---------------------------------------------------------------- U.S. Shipping Partners L.P. disclosed that while it experienced increased demand for its Integrated Tug Barges and increased utilization of its chemical fleet since the filing last month of its Quarterly Report on Form 10-Q for the first quarter of 2008, business conditions remain challenging due to high crude oil prices and reduced demand in the Jones Act market. There can be no assurance that this improved performance will continue in future months. In addition, despite improved market conditions since the filing of the Form 10-Q, utilization and spot market rates remain lower than in the comparable period in 2007. As disclosed in the Troubled Company Reporter on May 19, 2008, the Partnership has retained Greenhill & Co. LLC and Jefferies & Company to assist it in exploring strategic alternatives, which could include, among other things, a sale or recapitalization of the Partnership, the sale of new equity or other methods of enhancing the capitalization and liquidity of the Partnership. In order to give the Partnership adequate time to pursue strategic alternatives, the Partnership has, based on discussions with the agent bank for its lenders, determined to enter into negotiations with its lenders to amend certain financial ratio covenants under its senior credit facility. As previously announced, due to market conditions, the Partnership may fall out of compliance with these covenants as measured at the end of the second or third quarter. There can be no assurance that the negotiations to amend these covenants will be successful. If the Partnership is not in compliance with its financial covenants, the lenders will have a number of remedies, including preventing the Partnership from making additional borrowings under its revolving credit facility and not permitting the Partnership to make distributions on its common units until the Partnership is again in compliance. The Partnership expects that any amendment to its financial covenants will require the payment of fees and a higher rate of interest, which would negatively impact the Partnership's results of operations, and will likely require the suspension of the Partnership's common unit distribution. U.S. Shipping Partners L.P. (NYSE: USS) -- http://www.usslp.com/ -- is a leading provider of long-haul marine transportation services, principally for refined petroleum products, petrochemical and commodity chemical products, in the U.S. domestic "coastwise" trade. The partnership's existing fleet consists of eleven tank vessels: six integrated tug barge units; one product tanker; three chemical parcel tankers and one ATB that was delivered in June 2007 and entered service in July 2007. * * * As reported in the Troubled Company Reporter on May 15, 2008, Moody's Investors Service lowered its debt ratings of U.S. Shipping Partners L.P. -- Corporate Family and Probability of Default, each to Caa3 from Caa1, senior secured to Caa2 from B3 and second lien senior secured to Ca from Caa3. The rating outlook is negative. VERDIER PLANTATION: Wants Case Converted to Chapter 7 Liquidation ----------------------------------------------------------------- Security Bank of Kansas City, a creditor of Verdier Plantation LLC, asks the United States Bankruptcy Court for the District of Southern Carolina to convert the Debtor's Chapter 11 case to a Chapter 7 liquidation proceeding or, in the alternative, appoint a Chapter 11 Trustee. Security Bank wants the case converted because of: a) substantial loss of the estate's value and the absence of a reasonable likelihood of rehabilitation; b) gross mismanagement of the estate; c) failure to maintain appropriate insurance that poses a risk of the Debtors' estate; and d) unauthorized use of cash collateral substantially harmful to creditors. Tara E. Nauful, Esq., at Haynsworth Sinkler Boyd, P.A., relates that the Debtors owe $25,823,347 by virtue of two promissory notes and loan documents to Security Bank. The Debtor have defaulted under the terms of their loan documents, Ms. Nauful adds. In October, Security Bank commenced state court foreclosure actions to collect its debts, and obtained an order from the state court appointing a receiver to manage the mortgaged property valued at $24,200,000, which property consists of undeveloped commercial acreage and adjacent 20 unit condominium project, Ms. Nauful relates. Furthermore, Security Bank believes that the Debtors have no available funds to pay the present expenses associated with the property. About Empire Land Headquartered in Ontario, California, Empire Land, LLC, dba Empire Land Development, LLC -- http://www.epinc.com/-- develops communities and other land construction projects located in California and Arizona. As of March 31, 2008, the company owned at least 11,800 lost in 14 separate land projects. The company and seven of its affiliates filed for Chapter 11 protection on April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08- 14592). James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, represents the Debtors in their restructuring efforts. The U.S. Trustee for Region 16 has appointed three creditors to serve on an Official Committee of Unsecured Creditors in this cases. The Committee selected Landau & Berger LLP as its general bankruptcy counsel. When the Debtors filed for protection against their creditors, they listed assets and debts between $100 million to $500 million. WCI COMMUNITIES: Special Panel to Review Restructuring Proposals ---------------------------------------------------------------- The Board of Directors of WCI Communities, Inc., formed a Special Committee of disinterested members of the Board of Directors to review and evaluate alternative restructuring proposals that the company may receive from potential investors, including affiliates, on behalf of the Board of Directors and WCI. The Special Committee is comprised of Don E. Ackerman, who will serve as Chairman of the committee, Charles E. Cobb, Jr., Hilliard M. Eure, III and Jonathan R. Macey. The company previously disclosed that it has retained Lazard Frères & Co. LLC as its financial advisor to assist the company in developing various restructuring alternatives, which would include addressing its 4.0% Contingent Convertible Senior Subordinated Notes due 2023, which become puttable to the company at par on Aug. 5, 2008. WCI Communities Inc. (NYSE: WCI) -- http://www.wcicommunities.com/ -- named America's Best Builder in 2004 by the National Association of Home Builders and Builder Magazine, has been creating amenity-rich, master-planned lifestyle communities since 1946. Florida-based WCI caters to primary, retirement, and second-home buyers in Florida, New York, New Jersey, Connecticut, Maryland and Virginia. The company offers traditional and tower home choices with prices from the high-$100,000s to more than $10.0 million and features a wide array of recreational amenities in its communities. In addition to homebuilding, WCI generates revenues from its Prudential Florida WCI Realty Division, and title businesses, and its recreational amenities, as well as through land sales and joint ventures. The company currently owns and controls developable land on which the company plans to build over 15,000 traditional and tower homes. The company operates in three principal business segments: Tower Homebuilding, Traditional Homebuilding, which includes sales of lots, and Real Estate Services, which includes real estate brokerage and title operations. * * * As disclosed in the Troubled Company Reporter on May 23, 2008, Standard & Poor's Ratings Services lowered its corporate credit rating on WCI Communities Inc. to 'CC' from 'CCC'. Concurrently, S&P lowered its ratings on $650 million of subordinated notes to 'C' from 'CC'. The outlook remains negative. WCI Communities Inc. still carries Moody's Investors Service's Caa2 corporate family and Caa3 senior subordinate ratings. Outlook is negative. Going Concern Doubt Ernst & Young LLP, in Miami, Florida, expressed substantial doubt about WCI Communities Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. Holders of the company's $125.0 million, 4.0% Contingent Convertible Senior Subordinated Notes due 2023 have an option of requiring the company to repurchase the convertible notes at a price of 100.0% of the principal amount on Aug. 5, 2008. Pursuant to certain amendments in the company's revolving credit facility and Senior Term Loan Agreement, the company will need to have sufficient liquidity after giving effect to, on a pro forma basis, the repurchase of the convertible notes. The company does not anticipate having sufficient liquidity to satisfy bank covenant liquidity tests. If the company is unable to obtain an amendment or waiver, issue exchange securities, or otherwise satisfy its obligations to repurchase the convertible otes, the convertible note holders would have the right to exercise remedies specified in the Indenture, including accelerating the maturity of the convertible notes, which would result in the acceleration of substantially all of the company's other outstanding indebtedness. In addition, if the company is determined to be in default on the convertible notes, it may be prohibited from drawing additional funds under the revolving credit facility, which could impair its ability to maintain sufficient working capital. WELLCARE HEALTH: Lower Statutory Surplus Cue S&P to Chip Rating --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its counterparty credit rating on WellCare Health Plans Inc. to 'B' from 'B+'. Standard & Poor's also said that the rating remains on CreditWatch, where it was placed on Oct. 25, 2007, with negative implications. "The downgrade reflects WellCare's lower-than-expected level of statutory surplus," explained Standard & Poor's credit analyst Hema Singh. "Based on a review of unaudited statutory results for its insurance operating subsidiaries for year-end 2007, the level of statutory surplus is significantly lower than our 2007 expectation. In addition, its earnings margin eroded in the first quarter of 2008 because according to a review of statutory financial information, the medical loss ratio in the company's core Florida marketplace increased." S&P placed the rating on CreditWatch negative in connection with an investigation initiated by the U.S. Federal Bureau of Investigation, the U.S. Department of Health and Human Service Office of Inspector General, and the Florida attorney general's Medicaid Fraud Control unit. S&P continue to view this as a material adverse development with possibly meaningful downside consequences for the company's credit profile. The ratings are on CreditWatch negative to reflect the potential impact of sustained business and financial profile challenges, which could further pressure the company's credit profile. Areas of concern include ongoing uncertainty about the scope of the investigation and the potential for contract rescission. "If WellCare were to lose its ability to conduct business in certain core markets or become financially distressed in connection with developments related to the investigation, we could lower the ratings again," Ms. Singh added. WILSONS LEATHER: Names Timothy Becker as Interim Chief Executive ---------------------------------------------------------------- Wilsons The Leather Experts Inc. appointed Timothy G. Becker as Interim Chief Executive Officer. Mr. Becker is a Principal at Lighthouse Management Group Inc., a professional firm of turnaround specialists. Mr. Becker has held that position since 1993. Wilsons Leather previously retained Lighthouse Management to assist the company with its cost reduction and cash management efforts. Mr. Becker beneficially owns 50% of the equity interests of Lighthouse Management. Wilsons Leather will pay Lighthouse Management an hourly rate for Mr. Becker's services, including his services as Interim Chief Executive Officer. The amount paid by Wilsons Leather to Lighthouse Management in fiscal 2008 may exceed $120,000, in which case the relationship would require disclosure as a related person transaction between Mr. Becker and Wilsons Leather. Mr. Becker will hold the office of Interim Chief Executive Officer until his death, resignation or removal or the election of his successor. Michael T. Sweeney resigned his position as Chairman of the Board of Directors, and William F. Farley, a current member of the company's board of directors, was appointed as Chairman of the Board. Mr. Sweeney remains a member of the board of directors. Headquartered in Brooklyn Park, Minnesota, Wilsons The Leather Experts Inc. (NASDAQ:WLSN) -- http://www.wilsonsleather.com/-- is a specialty retailer of leather outerwear, accessories and apparel in the United States. As of May 3, 2008, Wilsons Leather operated 228 stores located in 39 states, including 100 mall stores, 114 outlet stores and 14 airport stores. As of May 3, 2008, the company's balance sheet showed total assets of $64.7 million, total liabilities of $43.2 million, preferred stock of $40.2 million, and total common shareholders' deficit of $18.7 million. WORLD HEART: Voluntarily Delists from Toronto Stock Exchange ------------------------------------------------------------ World Heart Corporation determined to voluntarily delist its common shares from the Toronto Stock Exchange on June 13, 2008. The company's business moved primarily to the United States in 2005 and approximately 80% of the stock trades occur on the NASDAQ Capital Market. The companys common shares continue to be listed on the NASDAQ Capital Market. World Heart Corp. (TSX: WHT) -- http://www.worldheart.com/-- is a developer of mechanical circulatory support systems. The company is headquartered in Oakland, Calif. with additional facilities in Salt Lake City, and Herkenbosch, Netherlands. WorldHeart's registered office is Ottawa, Ontario, Canada. Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial doubt about World Heart Corporation's ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditor pointed to the company's recurring losses. The company said it expects to continue to generate operating losses at least through 2008 and 2009. * S&P Places Five US Synthetic CDO Ratings Under Negative Watch --------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings of five tranches from five U.S. synthetic collateralized debt obligation transactions on CreditWatch with negative implications. The five U.S. synthetic CDO tranche ratings have a direct link to the ratings on their respective reference obligations, which S&P lowered in conjunction with its rating actions affecting rated CDO of asset-backed securities over the past few days. The tranches with ratings placed on CreditWatch have a total issuance amount of $230 million. Ratings Placed on Creditwatch Negative Transaction Rating ----------- ------ AMPSS 2007-4 SPC Class To From ---------------- ----- -- ---- I Segregated Portfolio Notes BB/Watch Neg BB II Segregated Portfolio Notes BB/Watch Neg BB III Segregated Portfolio Notes BB/Watch Neg BB IV Segregated Portfolio Notes BB/Watch Neg BB Coliseum SPC acting for the account of Chalfont 2007-1 segregated portfolio notes Notes BBB-/Watch Neg BBB- * BOND PRICING: For the Week of June 16 to June 20, 2008 -------------------------------------------------------- Issuer Coupon Maturity Price ------ ------ -------- ----- AIRTRAN HOLDINGS 7.000% 07/01/23 71 ABC RAIL PRODUCT 10.500% 01/15/04 0 ABC RAIL PRODUCT 10.500% 12/31/04 100 ABITIBI-CONS FIN 7.875% 08/01/09 75 BOWATER INC 9.500% 10/15/12 63 BOWATER INC 6.500% 06/15/13 66 BOWATER INC 9.375% 12/15/21 69 AMBAC INC 7.500% 05/01/23 66 AMBAC INC 5.950% 12/05/35 49 AMBAC INC 6.150% 02/07/87 26 AMERICREDIT CORP 0.750% 09/15/11 71 AMERICREDIT CORP 2.125% 09/15/13 67 ADVANTA CAP TR 8.990% 12/17/26 68 ALESCO FINANCIAL 7.625% 05/15/27 59 ANTIGENICS 5.250% 02/01/25 45 ATHEROGENICS INC 4.500% 03/01/11 11 ATHEROGENICS INC 1.500% 02/01/12 10 ASSURED GUARANTY 6.400% 12/15/66 74 ALLEGIANCE TEL 11.750% 02/15/08 7 ALLEGIANCE TEL 12.875% 05/15/08 7 ALION SCIENCE 10.250% 02/01/15 71 LUCENT TECH 6.500% 01/15/28 76 AMD 6.000% 05/01/15 N.A. AMD 6.000% 05/01/15 71 AMER COLOR GRAPH 10.000% 06/15/10 35 AMER TISSUE INC 12.500% 07/15/06 0 AMES TRUE TEMPER 10.000% 07/15/12 69 AMBASSADORS INTL 3.750% 04/15/27 53 AMR CORP 9.000% 08/01/12 72 AM AIRLN EQ TRST 10.680% 03/04/13 65 AM AIRLN PT TRST 9.730% 09/29/14 72 AMR CORP 9.000% 09/15/16 67 AM AIRLN PT TRST 8.390% 01/02/17 73 AM AIRLN PT TRST 7.377% 05/23/19 69 AMR CORP 10.200% 03/15/20 74 AMR CORP 10.150% 05/15/20 68 AMR CORP 9.880% 06/15/20 61 AMR CORP 10.000% 04/15/21 65 AMR CORP 9.750% 08/15/21 70 ALERIS INTL INC 10.000% 12/15/16 73 ASHTON WOODS USA 9.500% 10/01/15 57 ASPECT MEDICAL 2.500% 06/15/14 57 ASPECT MEDICAL 2.500% 06/15/14 N.A. AT HOME CORP 4.750% 12/15/06 0 AVENTINE RENEW 10.000% 04/01/17 73 BANK NEW ENGLAND 9.500% 02/15/96 100 BANK NEW ENGLAND 8.750% 04/01/99 7 BANK NEW ENGLAND 9.875% 09/15/99 7 BBN CORP 6.000% 04/01/12 0 BUDGET GROUP INC 9.125% 04/01/06 0 BEARINGPOINT INC 3.100% 12/15/24 41 BEARINGPOINT INC 4.100% 12/15/24 38 BELL MICROPRODUC 3.750% 03/05/24 70 BALLY TOTAL FITN 13.000% 07/15/11 68 BANKUNITED CAP 3.125% 03/01/34 42 BURLINGTON NORTH 3.200% 01/01/45 50 NORTHERN PAC RY 3.000% 01/01/47 54 NORTHERN PAC RY 3.000% 01/01/47 75 BUFFETS INC 12.500% 11/01/14 3 BON-TON DEPT STR 10.250% 03/15/14 75 BORLAND SOFTWARE 2.750% 02/15/12 69 BRODER BROS CO 11.250% 10/15/10 68 BUFFALO THUNDER 9.375% 12/15/14 N.A. CONTL AIRLINES 8.750% 12/01/11 70 CAPMARK FINL GRP 6.300% 05/10/17 73 COGENT COMMUNICA 1.000% 06/15/27 67 COMPUCREDIT 3.625% 05/30/25 50 COMPUCREDIT 5.875% 11/30/35 43 CLEAR CHANNEL 5.000% 03/15/12 76 CLEAR CHANNEL 5.750% 01/15/13 72 CLEAR CHANNEL 5.500% 09/15/14 66 CLEAR CHANNEL 4.900% 05/15/15 63 CLEAR CHANNEL 5.500% 12/15/16 60 CLEAR CHANNEL 6.875% 06/15/18 64 CLEAR CHANNEL 7.250% 10/15/27 59 WITCO CORP 6.875% 02/01/26 70 COUNTRYWIDE HOME 5.000% 05/16/13 75 COUNTRYWIDE HOME 5.900% 01/24/18 72 COUNTRYWIDE HOME 6.000% 01/24/18 74 COUNTRYWIDE HOME 5.500% 05/16/18 68 COUNTRYWIDE FINL 5.250% 05/11/20 64 COUNTRYWIDE FINL 5.250% 05/27/20 67 COUNTRYWIDE FINL 6.000% 03/23/21 68 COUNTRYWIDE FINL 6.000% 04/06/21 72 COUNTRYWIDE FINL 6.000% 04/13/21 66 COUNTRYWIDE FINL 6.125% 04/26/21 69 COUNTRYWIDE HOME 6.000% 05/16/23 65 COUNTRYWIDE FINL 6.000% 03/16/26 67 COUNTRYWIDE HOME 6.150% 06/25/29 71 COUNTRYWIDE HOME 6.200% 07/16/29 66 COUNTRYWIDE HOME 6.000% 07/23/29 68 COUNTRYWIDE FINL 6.000% 11/22/30 66 COUNTRYWIDE FINL 5.750% 01/24/31 64 COUNTRYWIDE FINL 5.800% 01/27/31 64 COUNTRYWIDE FINL 6.000% 11/14/35 65 COUNTRYWIDE FINL 6.000% 12/14/35 66 COUNTRYWIDE FINL 6.000% 02/08/36 65 COUNTRYWIDE FINL 6.300% 04/28/36 67 CHARMING SHOPPES 1.125% 05/01/14 64 CHS ELECTRONICS 9.875% 04/15/05 100 CHARTER COMM HLD 11.125% 01/15/11 70 CHARTER COMM HLD 10.000% 05/15/11 70 CHARTER COMM HLD 11.750% 05/15/11 67 CCH I LLC 11.125% 01/15/14 72 CCH I LLC 9.920% 04/01/14 72 CCH I LLC 10.000% 05/15/14 70 CHARTER COMM LP 6.500% 10/01/27 60 CIT GROUP INC 6.500% 03/15/11 72 CIT GROUP INC 6.250% 01/15/13 72 CIT GROUP INC 6.250% 01/15/13 75 CIT GROUP INC 5.500% 08/15/13 71 CIT GROUP INC 5.050% 09/15/14 68 CIT GROUP INC 4.950% 02/15/15 70 CIT GROUP INC 6.150% 05/15/16 72 CIT GROUP INC 5.950% 09/15/16 69 CIT GROUP INC 6.050% 09/15/16 70 CIT GROUP INC 6.000% 11/15/16 70 CIT GROUP INC 5.800% 12/15/16 68 CIT GROUP INC 6.250% 11/15/17 74 CIT GROUP INC 6.150% 09/15/21 68 CIT GROUP INC 6.250% 09/15/21 68 CIT GROUP INC 6.250% 11/15/21 73 CIT GROUP INC 5.950% 02/15/22 69 CIT GROUP INC 5.900% 03/15/22 70 CIT GROUP INC 6.000% 05/15/22 69 CIT GROUP INC 6.100% 03/15/67 55 COLLINS & AIKMAN 10.750% 12/31/11 0 CLAIRE'S STORES 9.250% 06/01/15 68 CLAIRE'S STORES 9.625% 06/01/15 59 CLAIRE'S STORES 10.500% 06/01/17 54 COMERICA CAP TR 6.576% 02/20/37 69 CMP SUSQUEHANNA 9.875% 05/15/14 72 NEW PLAN REALTY 7.970% 08/14/26 68 NEW PLAN REALTY 7.650% 11/02/26 69 NEW PLAN REALTY 7.680% 11/02/26 65 NEW PLAN REALTY 6.900% 02/15/28 68 NEW PLAN REALTY 6.900% 02/15/28 68 NEW PLAN EXCEL 7.500% 07/30/29 67 NEW ORL GRT N RR 5.000% 07/01/32 60 CONSTAR INTL 11.000% 12/01/12 56 CONEXANT SYSTEMS 4.000% 03/01/26 76 COLOR TILE INC 10.750% 12/15/01 100 CAPITALSOURCE 3.500% 07/15/34 70 CV THERAPEUTICS 3.250% 08/16/13 75 CITIZENS UTIL CO 7.000% 11/01/25 77 DELTA AIR LINES 9.875% 04/30/08 N.A. DELTA AIR LINES 8.000% 12/01/15 57 DELTA AIR LINES 10.500% 04/30/16 N.A. DECODE GENETICS 3.500% 04/15/11 39 DILLARD DEPT STR 7.750% 07/15/26 75 DILLARD DEPT STR 7.750% 05/15/27 80 DILLARDS INC 7.000% 12/01/28 71 DELTA MILLS INC 9.625% 09/01/07 10 FIN SEC ASSUR 6.400% 12/15/66 74 DENDREON CORP 4.750% 06/15/14 73 DELPHI CORP 6.500% 08/15/13 42 DELPHI CORP 8.250% 10/15/33 10 DURA OPERATING 9.000% 05/01/09 0 DURA OPERATING 8.625% 04/15/12 11 DOWNEY FINANCIAL 6.500% 07/01/14 69 EDDIE BAUER HLDG 5.250% 04/01/14 71 EPIX MEDICAL INC 3.000% 06/15/24 61 EXODUS COMM INC 4.750% 07/15/08 0 FORD MOTOR CRED 6.650% 10/21/13 75 FORD MOTOR CRED 6.250% 12/20/13 74 FORD MOTOR CRED 6.250% 12/20/13 75 FORD MOTOR CRED 6.500% 12/20/13 74 FORD MOTOR CRED 5.650% 01/21/14 74 FORD MOTOR CRED 5.750% 01/21/14 72 FORD MOTOR CRED 6.000% 01/21/14 73 FORD MOTOR CRED 5.750% 02/20/14 75 FORD MOTOR CRED 5.750% 02/20/14 74 FORD MOTOR CRED 5.900% 02/20/14 74 FORD MOTOR CRED 6.050% 02/20/14 76 FORD MOTOR CRED 6.000% 03/20/14 74 FORD MOTOR CRED 6.000% 03/20/14 72 FORD MOTOR CRED 6.000% 03/20/14 71 FORD MOTOR CRED 6.050% 03/20/14 74 FORD MOTOR CRED 6.050% 04/21/14 70 FORD MOTOR CRED 6.250% 04/21/14 68 FORD MOTOR CRED 6.350% 04/21/14 74 FORD MOTOR CRED 6.300% 05/20/14 73 FORD MOTOR CRED 6.300% 05/20/14 73 FORD MOTOR CRED 6.650% 06/20/14 75 FORD MOTOR CRED 6.750% 06/20/14 75 FORD MOTOR CRED 6.800% 06/20/14 71 FORD MOTOR CRED 6.000% 11/20/14 74 FORD MOTOR CRED 6.000% 11/20/14 73 FORD MOTOR CRED 6.050% 12/22/14 71 FORD MOTOR CRED 6.050% 12/22/14 75 FORD MOTOR CRED 6.150% 12/22/14 72 FORD MOTOR CRED 6.000% 01/20/15 72 FORD MOTOR CRED 6.150% 01/20/15 73 FORD MOTOR CRED 6.250% 01/20/15 70 FORD MOTOR CRED 6.050% 02/20/15 70 FORD MOTOR CRED 6.100% 02/20/15 71 FORD MOTOR CRED 6.200% 03/20/15 69 FORD MOTOR CRED 6.250% 03/20/15 74 FORD MOTOR CRED 6.500% 03/20/15 71 FORD MOTOR CRED 6.800% 03/20/15 74 FORD MOTOR CRED 7.350% 09/15/15 75 FORD MOTOR CRED 7.250% 07/20/17 68 FORD MOTOR CRED 7.250% 07/20/17 72 FORD MOTOR CRED 7.400% 08/21/17 73 FORD MOTOR CO 6.500% 08/01/18 66 FORD HOLDINGS 9.375% 03/01/20 81 FORD MOTOR CO 8.875% 01/15/22 70 FORD MOTOR CO 7.125% 11/15/25 60 FORD MOTOR CO 7.500% 08/01/26 63 FORD MOTOR CO 6.625% 02/15/28 58 FORD MOTOR CO 6.625% 10/01/28 59 FORD MOTOR CO 6.375% 02/01/29 60 FORD HOLDINGS 9.300% 03/01/30 78 FORD MOTOR CO 7.450% 07/16/31 67 FORD MOTOR CO 8.900% 01/15/32 73 FORD MOTOR CRED 7.500% 08/20/32 68 FORD MOTOR CO 7.750% 06/15/43 59 FORD MOTOR CO 7.400% 11/01/46 60 FORD MOTOR CO 7.700% 05/15/97 65 FONTAINEBLEAU LA 10.250% 06/15/15 71 FRANKLIN BANK 4.000% 05/01/27 33 FIRST DATA CORP 4.500% 06/15/10 74 FIRST DATA CORP 5.625% 11/01/11 74 FIRST DATA CORP 4.700% 08/01/13 50 FIRST DATA CORP 4.850% 10/01/14 48 FIRST DATA CORP 4.950% 06/15/15 49 FAMILY GOLF CTRS 5.750% 10/15/04 0 FEDDERS NORTH AM 9.875% 03/01/14 5 FINLAY FINE JWLY 8.375% 06/01/12 41 FINOVA GROUP 7.500% 11/15/09 12 FRONTIER AIRLINE 5.000% 12/15/25 23 FIVE STAR QUALIT 3.750% 10/15/26 73 MEDIANEWS GROUP 6.875% 10/01/13 48 MEDIANEWS GROUP 6.375% 04/01/14 46 GOLDEN BOOKS PUB 10.750% 12/31/04 0 GRANCARE INC 9.375% 09/15/05 0 GEORGIA GULF CRP 10.750% 10/15/16 70 GULF STATES STL 13.500% 04/15/03 100 GENERAL MOTORS 7.700% 04/15/16 73 GENERAL MOTORS 8.800% 03/01/21 76 GENERAL MOTORS 9.400% 07/15/21 77 GENERAL MOTORS 8.250% 07/15/23 71 GENERAL MOTORS 8.100% 06/15/24 65 GENERAL MOTORS 7.400% 09/01/25 61 GENERAL MOTORS 6.750% 05/01/28 53 GENERAL MOTORS 8.375% 07/15/33 67 GENERAL MOTORS 7.375% 05/23/48 62 GMAC 7.000% 01/15/13 74 GMAC 6.450% 02/15/13 72 GMAC 6.800% 02/15/13 72 GMAC 6.250% 03/15/13 74 GMAC 6.500% 03/15/13 72 GMAC 6.750% 04/15/13 74 GMAC 6.800% 04/15/13 75 GMAC 6.875% 04/15/13 71 GMAC 5.850% 05/15/13 73 GMAC 6.100% 05/15/13 72 GMAC 6.350% 05/15/13 69 GMAC 6.500% 05/15/13 73 GMAC 5.700% 06/15/13 68 GMAC 5.850% 06/15/13 69 GMAC 5.850% 06/15/13 67 GMAC 5.850% 06/15/13 73 GMAC 6.500% 06/15/13 77 GMAC 6.000% 07/15/13 73 GMAC 6.250% 07/15/13 70 GMAC 6.375% 08/01/13 74 GMAC 6.500% 08/15/13 72 GMAC 6.150% 09/15/13 67 GMAC 5.700% 10/15/13 70 GMAC 6.250% 10/15/13 71 GMAC 6.300% 10/15/13 74 GMAC 6.000% 11/15/13 68 GMAC 6.100% 11/15/13 70 GMAC 6.150% 11/15/13 73 GMAC 6.200% 11/15/13 71 GMAC 6.250% 11/15/13 71 GMAC 6.300% 11/15/13 68 GMAC 6.500% 11/15/13 73 GMAC 5.700% 12/15/13 68 GMAC 5.900% 12/15/13 66 GMAC 5.900% 12/15/13 66 GMAC 6.000% 12/15/13 71 GMAC 6.150% 12/15/13 69 GMAC 5.250% 01/15/14 66 GMAC 5.350% 01/15/14 71 GMAC 5.750% 01/15/14 69 GMAC 6.375% 01/15/14 66 GMAC 6.700% 05/15/14 70 GMAC 6.700% 05/15/14 73 GMAC 6.700% 06/15/14 74 GMAC 6.750% 06/15/14 67 GMAC 6.750% 12/01/14 77 GMAC 6.750% 07/15/16 67 GMAC 6.600% 08/15/16 60 GMAC 6.700% 08/15/16 65 GMAC 6.750% 08/15/16 71 GMAC 6.875% 08/15/16 64 GMAC 6.750% 09/15/16 69 GMAC 7.375% 11/15/16 64 GMAC 7.500% 11/15/16 69 GMAC 6.750% 06/15/17 63 GMAC 6.900% 06/15/17 60 GMAC 6.950% 06/15/17 60 GMAC 7.000% 06/15/17 65 GMAC 7.000% 07/15/17 61 GMAC 7.500% 08/15/17 66 GMAC 7.250% 09/15/17 66 GMAC 7.250% 09/15/17 64 GMAC 7.250% 09/15/17 62 GMAC 7.250% 09/15/17 60 GMAC 7.125% 10/15/17 62 GMAC 7.200% 10/15/17 60 GMAC 7.200% 10/15/17 67 GMAC 7.750% 10/15/17 66 GMAC 8.000% 10/15/17 70 GMAC 7.500% 11/15/17 68 GMAC 7.500% 11/15/17 69 GMAC 8.000% 11/15/17 69 GMAC 7.300% 12/15/17 62 GMAC 7.400% 12/15/17 63 GMAC 7.500% 12/15/17 67 GMAC 7.500% 12/15/17 74 GMAC 7.250% 01/15/18 63 GMAC 7.300% 01/15/18 66 GMAC 7.300% 01/15/18 71 GMAC 7.000% 02/15/18 64 GMAC 7.000% 02/15/18 60 GMAC 7.000% 02/15/18 60 GMAC 6.750% 03/15/18 61 GMAC 7.000% 03/15/18 65 GMAC 7.050% 03/15/18 60 GMAC 7.050% 03/15/18 63 GMAC 7.050% 04/15/18 59 GMAC 7.250% 04/15/18 62 GMAC 7.250% 04/15/18 63 GMAC 7.350% 04/15/18 62 GMAC 7.375% 04/15/18 66 GMAC 6.600% 05/15/18 59 GMAC 6.850% 05/15/18 60 GMAC 7.000% 05/15/18 61 GMAC 6.500% 06/15/18 59 GMAC 6.650% 06/15/18 58 GMAC 6.700% 06/15/18 56 GMAC 6.700% 06/15/18 59 GMAC 6.750% 07/15/18 60 GMAC 6.875% 07/15/18 67 GMAC 6.900% 07/15/18 64 GMAC 6.900% 08/15/18 61 GMAC 7.000% 08/15/18 65 GMAC 7.250% 08/15/18 62 GMAC 7.250% 08/15/18 70 GMAC 6.750% 09/15/18 61 GMAC 6.800% 09/15/18 60 GMAC 7.000% 09/15/18 62 GMAC 7.150% 09/15/18 65 GMAC 7.250% 09/15/18 65 GMAC 6.650% 10/15/18 59 GMAC 6.650% 10/15/18 59 GMAC 6.750% 10/15/18 59 GMAC 6.800% 10/15/18 66 GMAC 6.500% 11/15/18 60 GMAC 6.700% 11/15/18 58 GMAC 6.750% 11/15/18 63 GMAC 6.250% 12/15/18 65 GMAC 6.400% 12/15/18 58 GMAC 6.500% 12/15/18 62 GMAC 6.500% 12/15/18 62 GMAC 5.900% 01/15/19 55 GMAC 5.900% 01/15/19 57 GMAC 6.250% 01/15/19 60 GMAC 5.900% 02/15/19 59 GMAC 6.000% 02/15/19 62 GMAC 6.000% 02/15/19 56 GMAC 6.000% 02/15/19 58 GMAC 6.000% 03/15/19 56 GMAC 6.000% 03/15/19 56 GMAC 6.000% 03/15/19 59 GMAC 6.000% 03/15/19 58 GMAC 6.000% 03/15/19 59 GMAC 6.000% 04/15/19 58 GMAC 6.200% 04/15/19 60 GMAC 6.250% 04/15/19 60 GMAC 6.350% 04/15/19 57 GMAC 6.250% 05/15/19 57 GMAC 6.500% 05/15/19 58 GMAC 6.750% 05/15/19 63 GMAC 6.750% 05/15/19 56 GMAC 6.600% 06/15/19 59 GMAC 6.600% 06/15/19 58 GMAC 6.700% 06/15/19 65 GMAC 6.750% 06/15/19 62 GMAC 6.750% 06/15/19 61 GMAC 6.250% 07/15/19 57 GMAC 6.350% 07/15/19 59 GMAC 6.350% 07/15/19 60 GMAC 6.050% 08/15/19 56 GMAC 6.050% 08/15/19 60 GMAC 6.150% 08/15/19 64 GMAC 6.300% 08/15/19 60 GMAC 6.300% 08/15/19 61 GMAC 6.000% 09/15/19 56 GMAC 6.000% 09/15/19 57 GMAC 6.100% 09/15/19 56 GMAC 6.150% 09/15/19 57 GMAC 5.900% 10/15/19 63 GMAC 6.050% 10/15/19 56 GMAC 6.125% 10/15/19 57 GMAC 6.150% 10/15/19 57 GMAC 6.400% 11/15/19 57 GMAC 6.400% 11/15/19 59 GMAC 6.550% 12/15/19 63 GMAC 6.700% 12/15/19 61 GMAC 6.500% 01/15/20 58 GMAC 6.500% 02/15/20 66 GMAC 6.650% 02/15/20 61 GMAC 6.750% 03/15/20 65 GMAC 9.000% 07/15/20 77 GMAC 7.000% 02/15/21 63 GMAC 7.000% 09/15/21 60 GMAC 7.000% 09/15/21 67 GMAC 7.000% 06/15/22 64 GMAC 7.000% 11/15/23 64 GMAC 7.000% 11/15/24 60 GMAC 7.000% 11/15/24 58 GMAC 7.000% 11/15/24 62 GMAC 7.150% 01/15/25 65 GMAC 7.250% 01/15/25 56 GMAC 7.250% 02/15/25 64 GMAC 7.150% 03/15/25 67 GMAC 7.250% 03/15/25 60 GMAC 7.500% 03/15/25 67 GMAC 8.000% 03/15/25 71 OUTBOARD MARINE 10.750% 06/01/08 10 OUTBOARD MARINE 9.125% 04/15/17 7 GLOBALSTAR INC 5.750% 04/01/28 72 REALOGY CORP 10.500% 04/15/14 76 REALOGY CORP 12.375% 04/15/15 55 HUNTINGTON CAPIT 6.650% 05/15/37 69 HUB INTL HOLDING 10.250% 06/15/15 75 COLUMBIA/HCA 7.050% 12/01/27 78 COLUMBIA/HCA 7.500% 11/15/95 71 HERBST GAMING 8.125% 06/01/12 24 HERBST GAMING 7.000% 11/15/14 22 HARRAHS OPER CO 5.375% 12/15/13 65 HARRAHS OPER CO 5.625% 06/01/15 58 HARRAHS OPER CO 6.500% 06/01/16 60 HARRAHS OPER CO 5.750% 10/01/17 55 HUMAN GENOME 2.250% 08/15/12 74 HILTON HOTELS 7.500% 12/15/17 74 HINES NURSERIES 10.250% 10/01/11 58 K HOVNANIAN ENTR 8.875% 04/01/12 76 K HOVNANIAN ENTR 7.750% 05/15/13 67 K HOVNANIAN ENTR 6.500% 01/15/14 69 K HOVNANIAN ENTR 6.375% 12/15/14 69 K HOVNANIAN ENTR 6.250% 01/15/15 69 K HOVNANIAN ENTR 6.250% 01/15/16 68 K HOVNANIAN ENTR 7.500% 05/15/16 69 HERCULES INC 6.500% 06/30/29 75 HERTZ CORP 7.000% 01/15/28 75 HEADWATERS INC 2.500% 02/01/14 71 HEADWATERS INC 2.500% 02/01/14 68 HAWAIIAN TELCOM 9.750% 05/01/13 40 HAWAIIAN TELCOM 12.500% 05/01/15 26 BORDEN INC 8.375% 04/15/16 56 BORDEN INC 9.200% 03/15/21 57 BORDEN INC 7.875% 02/15/23 47 IDEARC INC 8.000% 11/15/16 72 ION MEDIA 11.000% 07/31/13 24 ISOLAGEN INC 3.500% 11/01/24 15 INDALEX HOLD 11.500% 02/01/14 55 IRIDIUM LLC/CAP 10.875% 07/15/05 0 IRIDIUM LLC/CAP 11.250% 07/15/05 1 IRIDIUM LLC/CAP 13.000% 07/15/05 1 IRIDIUM LLC/CAP 14.000% 07/15/05 0 JAZZ TECHNOLOGIE 8.000% 12/31/11 69 JETBLUE AIRWAYS 3.750% 03/15/35 70 JB POINDEXTER 8.750% 03/15/14 73 JONES APPAREL 6.125% 11/15/34 70 JPMORGAN CHASE 10.000% 07/31/08 70 JPMORGAN CHASE 12.000% 07/31/08 36 JPMORGAN CHASE 9.500% 09/29/08 70 KEYSTONE AUTO OP 9.750% 11/01/13 64 KELLSTROM INDS 5.750% 10/15/02 0 KEMET CORP 2.250% 11/15/26 69 KEMET CORP 2.250% 11/15/26 70 KIMBALL HILL INC 10.500% 12/15/12 2 KAISER ALUMINUM 12.750% 02/01/03 5 K MART FUNDING 8.800% 07/01/10 1 KMART 95-K1 PT 8.990% 07/05/10 N.A. KMART 95-K4 PT 9.350% 01/02/20 0 KMART 95-K2 PT 9.780% 01/05/20 N.A. KRATON POLYMERS 8.125% 01/15/14 64 KELLWOOD CO 7.625% 10/15/17 66 LIBERTY MEDIA 4.000% 11/15/29 56 LIBERTY MEDIA 3.750% 02/15/30 56 LIBERTY MEDIA 3.500% 01/15/31 54 LIBERTY MEDIA 3.250% 03/15/31 67 LAZYDAYS RV 11.750% 05/15/12 73 US AIRWAYS GROUP 7.000% 09/30/20 70 LIFETIME BRANDS 4.750% 07/15/11 72 LEHMAN BROS HLDG 5.500% 04/15/23 79 LEHMAN BROS HLDG 5.000% 05/28/23 78 LEHMAN BROS HLDG 4.800% 06/24/23 72 LEHMAN BROS HLDG 5.750% 12/16/28 70 LEHMAN BROS HLDG 5.750% 12/23/28 77 LEHMAN BROS HLDG 5.600% 03/02/29 76 LEHMAN BROS HLDG 5.700% 04/13/29 77 LEHMAN BROS HLDG 5.550% 01/25/30 75 LEHMAN BROS HLDG 5.450% 02/22/30 72 LEHMAN BROS HLDG 5.625% 03/15/30 73 LEHMAN BROS HLDG 5.500% 08/02/30 73 LEHMAN CAP VII 5.857% N.A. 72 LEINER HEALTH 11.000% 06/01/12 2 CHENIERE ENERGY 2.250% 08/01/12 54 LIFECARE HOLDING 9.250% 08/15/13 61 EQUISTAR CHEMICA 7.550% 02/15/26 71 MILLENNIUM AMER 7.625% 11/15/26 58 MAJESTIC STAR 9.750% 01/15/11 34 MBIA INC 7.000% 12/15/25 77 MBIA INC 6.625% 10/01/28 68 MAGNA ENTERTAINM 7.250% 12/15/09 51 MAGNA ENTERTAINM 8.550% 06/15/10 53 MERRILL LYNCH 10.000% 03/06/09 N.A. MERRILL LYNCH 11.000% 04/28/09 N.A. MERRILL LYNCH 8.100% 06/04/09 N.A. MERRILL LYNCH 12.000% 03/26/10 N.A. MERIX CORP 4.000% 05/15/13 53 METALDYNE CORP 11.000% 06/15/12 27 METALDYNE CORP 10.000% 11/01/13 56 MASONITE CORP 11.000% 04/06/15 67 KNIGHT RIDDER 4.625% 11/01/14 70 KNIGHT RIDDER 5.750% 09/01/17 69 KNIGHT RIDDER 7.150% 11/01/27 66 KNIGHT RIDDER 6.875% 03/15/29 64 MANNKIND CORP 3.750% 12/15/13 53 MOMENTIVE PERFOR 11.500% 12/01/16 75 MORRIS PUBLISH 7.000% 08/01/13 60 MOTOROLA INC 5.220% 10/01/97 54 MOA HOSPITALITY 8.000% 10/15/07 75 MOVIE GALLERY 11.000% 05/01/12 30 MRS FIELDS 9.000% 03/15/11 62 MORGAN STANLEY 10.000% 04/20/09 N.A. MORGAN STANLEY 10.000% 05/20/09 N.A. NORTH ATL TRADNG 9.250% 03/01/12 62 NEFF CORP 10.000% 06/01/15 45 NEWARK GROUP INC 9.750% 03/15/14 75 NATL FINANCIAL 0.750% 02/01/12 71 NEKTAR THERAPEUT 3.250% 09/28/12 74 NELNET INC 7.400% 09/29/36 67 NATL STEEL CORP 8.375% 08/01/06 0 NORTHERN TEL CAP 7.875% 06/15/26 70 NTK HOLDINGS INC 0.000% 03/01/14 53 NORTEK INC 8.500% 09/01/14 70 GLOBAL HEALTH SC 11.000% 05/01/08 0 NUVEEN INVEST 5.500% 09/15/15 73 NORTHWESTERN CRP 7.960% 12/21/26 4 NETWORK EQUIPMNT 3.750% 12/15/14 66 NORTHWST STL&WIR 9.500% 06/15/01 0 REALTY INCOME 5.875% 03/15/35 71 OMNICARE INC 3.250% 12/15/35 72 OAKWOOD HOMES 7.875% 03/01/04 0 OAKWOOD HOMES 8.125% 03/01/09 0 AMER & FORGN PWR 5.000% 03/01/30 52 OSCIENT PHARM 3.500% 04/15/11 41 OSI RESTAURANT 10.000% 06/15/15 70 PAC-WEST TELECOM 13.500% 02/01/09 2 PENHALL INTL 12.000% 08/01/14 75 RESTAURANT CO 10.000% 10/01/13 67 PALM HARBOR 3.250% 05/15/24 59 PIERRE FOODS INC 9.875% 07/15/12 29 PACKAGING DYNAMI 10.000% 05/01/16 67 PLY GEM INDS 9.000% 02/15/12 66 PORTOLA PACKAGIN 8.250% 02/01/12 58 PROPEX FABRICS 10.000% 12/01/12 1 PRIMUS TELECOM 5.000% 06/30/09 61 PRIMUS TELECOM 3.750% 09/15/10 45 PRIMUS TELECOM 8.000% 01/15/14 37 POPE & TALBOT 8.375% 06/01/13 14 POPE & TALBOT 8.375% 06/01/13 4 PANTRY INC 3.000% 11/15/12 70 NUTRITIONAL SRC 10.125% 08/01/09 13 POWERWAVE TECH 1.875% 11/15/24 71 POWERWAVE TECH 3.875% 10/01/27 73 POWERWAVE TECH 3.875% 10/01/27 74 PIXELWORKS INC 1.750% 05/15/24 70 QUALITY DISTRIBU 9.000% 11/15/10 65 RITE AID CORP 6.875% 08/15/13 70 RITE AID CORP 7.700% 02/15/27 59 RITE AID CORP 6.875% 12/15/28 53 RAFAELLA APPAREL 11.250% 06/15/11 53 RAIT FINANCIAL 6.875% 04/15/27 55 RADIAN GROUP 5.625% 02/15/13 77 RADIAN GROUP 5.375% 06/15/15 78 EVEREST RE HLDGS 6.600% 05/15/37 75 RESIDENTIAL CAP 8.375% 06/30/10 53 RESIDENTIAL CAP 8.000% 02/22/11 48 RESIDENTIAL CAP 8.500% 06/01/12 54 RESIDENTIAL CAP 8.500% 04/17/13 50 RESIDENTIAL CAP 8.875% 06/30/15 50 REGIONS FIN TR 6.625% 05/15/47 73 RH DONNELLEY 6.875% 01/15/13 67 RH DONNELLEY 6.875% 01/15/13 67 RH DONNELLEY 6.875% 01/15/13 67 RH DONNELLEY 8.875% 01/15/16 65 RH DONNELLEY 8.875% 10/15/17 67 RICKEL HOME CNTR 13.500% 12/15/01 0 ROTECH HEALTHCA 9.500% 04/01/12 78 RENTECH INC 4.000% 04/15/13 51 SPECIAL DEVICES 11.375% 12/15/08 N.A. SEARS ROEBUCK AC 7.500% 10/15/27 71 SEARS ROEBUCK AC 6.750% 01/15/28 77 SEARS ROEBUCK AC 6.500% 12/01/28 75 SEARS ROEBUCK AC 7.000% 06/01/32 68 SPHERIS INC 11.000% 12/15/12 83 CD RADIO INC 8.750% 09/29/09 5 SIX FLAGS INC 8.875% 02/01/10 88 SIX FLAGS INC 9.750% 04/15/13 65 SIX FLAGS INC 9.625% 06/01/14 60 SIX FLAGS INC 4.500% 05/15/15 56 SLM CORP 5.000% 09/15/15 72 SLM CORP 5.550% 03/15/18 72 SLM CORP 5.600% 03/15/18 72 SLM CORP 5.650% 03/15/18 70 SLM CORP 5.600% 06/15/18 72 SLM CORP 5.250% 03/15/19 73 SLM CORP 5.400% 03/15/19 74 SLM CORP 5.500% 03/15/19 74 SLM CORP 5.190% 04/24/19 68 SLM CORP 5.000% 06/15/19 66 SLM CORP 5.150% 06/15/19 69 SLM CORP 5.500% 06/15/19 74 SLM CORP 6.000% 06/15/19 73 SLM CORP 5.500% 09/15/19 62 SLM CORP 5.900% 09/15/19 73 SLM CORP 6.000% 09/15/19 74 SLM CORP 6.000% 09/15/19 75 SLM CORP 5.250% 06/15/20 66 SLM CORP 5.200% 12/15/20 N.A. SLM CORP 5.450% 12/15/20 72 SLM CORP 6.150% 03/10/21 75 SLM CORP 6.000% 06/15/21 70 SLM CORP 6.000% 06/15/21 69 SLM CORP 6.150% 06/15/21 68 SLM CORP 6.150% 06/15/21 71 SLM CORP 5.600% 03/15/22 68 SLM CORP 5.650% 06/15/22 70 SLM CORP 5.650% 06/15/22 69 SLM CORP 5.050% 03/15/23 59 SLM CORP 5.400% 03/15/23 73 SLM CORP 5.450% 03/15/23 58 SLM CORP 5.600% 03/15/24 62 SLM CORP 5.625% 01/25/25 65 SLM CORP 5.350% 06/15/25 63 SLM CORP 5.550% 06/15/25 65 SLM CORP 6.000% 06/15/26 66 SLM CORP 6.000% 06/15/26 68 SLM CORP 6.000% 12/15/26 75 SLM CORP 6.000% 12/15/26 68 SLM CORP 6.000% 12/15/26 68 SLM CORP 6.050% 12/15/26 67 SLM CORP 6.000% 03/15/27 68 SLM CORP 5.200% 03/15/28 62 SLM CORP 5.250% 03/15/28 70 SLM CORP 5.450% 03/15/28 72 SLM CORP 5.000% 06/15/28 74 SLM CORP 5.250% 06/15/28 57 SLM CORP 5.450% 06/15/28 65 SLM CORP 5.450% 06/15/28 67 SLM CORP 5.500% 06/15/28 62 SLM CORP 5.550% 06/15/28 72 SLM CORP 4.800% 12/15/28 65 SLM CORP 5.000% 12/15/28 54 SLM CORP 5.150% 12/15/28 69 SLM CORP 5.250% 12/15/28 69 SLM CORP 5.600% 12/15/28 70 SLM CORP 5.800% 12/15/28 64 SLM CORP 6.000% 12/15/28 61 SLM CORP 6.000% 12/15/28 70 SLM CORP 6.000% 12/15/28 65 SLM CORP 5.600% 03/15/29 59 SLM CORP 5.600% 03/15/29 64 SLM CORP 5.650% 03/15/29 65 SLM CORP 5.650% 03/15/29 74 SLM CORP 5.700% 03/15/29 66 SLM CORP 5.700% 03/15/29 61 SLM CORP 5.700% 03/15/29 65 SLM CORP 5.750% 03/15/29 72 SLM CORP 5.750% 03/15/29 63 SLM CORP 5.750% 03/15/29 67 SLM CORP 5.750% 03/15/29 65 SLM CORP 6.000% 03/15/29 67 SLM CORP 5.500% 06/15/29 63 SLM CORP 5.500% 06/15/29 63 SLM CORP 5.500% 06/15/29 63 SLM CORP 5.750% 06/15/29 65 SLM CORP 5.750% 06/15/29 58 SLM CORP 6.000% 06/15/29 62 SLM CORP 6.000% 06/15/29 60 SLM CORP 6.000% 06/15/29 67 SLM CORP 6.250% 06/15/29 68 SLM CORP 6.250% 06/15/29 68 SLM CORP 5.750% 09/15/29 63 SLM CORP 5.850% 09/15/29 66 SLM CORP 5.850% 09/15/29 64 SLM CORP 6.000% 09/15/29 67 SLM CORP 6.000% 09/15/29 65 SLM CORP 6.000% 09/15/29 67 SLM CORP 6.000% 09/15/29 66 SLM CORP 6.000% 09/15/29 66 SLM CORP 6.150% 09/15/29 66 SLM CORP 6.150% 09/15/29 68 SLM CORP 6.250% 09/15/29 68 SLM CORP 6.250% 09/15/29 67 SLM CORP 5.600% 12/15/29 57 SLM CORP 5.600% 12/15/29 63 SLM CORP 5.650% 12/15/29 66 SLM CORP 5.650% 12/15/29 63 SLM CORP 5.650% 12/15/29 64 SLM CORP 5.700% 12/15/29 62 SLM CORP 5.750% 12/15/29 62 SLM CORP 5.750% 12/15/29 64 SLM CORP 5.750% 12/15/29 64 SLM CORP 5.750% 12/15/29 65 SLM CORP 5.500% 03/15/30 64 SLM CORP 5.500% 03/15/30 62 SLM CORP 5.650% 03/15/30 64 SLM CORP 5.700% 03/15/30 66 SLM CORP 5.750% 03/15/30 64 SLM CORP 5.750% 03/15/30 67 SLM CORP 5.400% 06/15/30 60 SLM CORP 5.650% 06/15/30 59 SLM CORP 5.700% 06/15/30 63 SLM CORP 5.300% 09/15/30 63 SLM CORP 5.650% 09/15/30 65 SLM CORP 5.500% 12/15/30 64 SLM CORP 6.000% 06/15/31 67 SLM CORP 6.000% 06/15/31 65 SLM CORP 6.250% 09/15/31 68 SLM CORP 6.350% 09/15/31 68 SLM CORP 6.350% 09/15/31 67 SLM CORP 6.400% 09/15/31 62 SLM CORP 6.450% 09/15/31 69 SLM CORP 6.500% 09/15/31 69 SLM CORP 5.850% 12/15/31 63 SLM CORP 6.000% 12/15/31 68 SLM CORP 6.000% 12/15/31 65 SLM CORP 6.000% 12/15/31 67 SLM CORP 6.000% 12/15/31 67 SLM CORP 6.050% 12/15/31 67 SLM CORP 6.100% 12/15/31 66 SLM CORP 6.200% 12/15/31 67 SLM CORP 5.650% 03/15/32 62 SLM CORP 5.700% 03/15/32 65 SLM CORP 5.800% 03/15/32 66 SLM CORP 5.800% 03/15/32 64 SLM CORP 5.800% 03/15/32 66 SLM CORP 5.850% 03/15/32 58 SLM CORP 5.850% 03/15/32 59 SLM CORP 5.850% 03/15/32 66 SLM CORP 5.750% 06/15/32 64 SLM CORP 5.750% 06/15/32 64 SLM CORP 5.850% 06/15/32 66 SLM CORP 5.850% 06/15/32 66 SLM CORP 5.625% 08/01/33 73 SLM CORP 6.850% 07/07/36 73 SLM CORP 6.000% 03/15/37 66 SLM CORP 6.000% 03/15/37 62 SLM CORP 6.000% 03/15/37 66 SPINNAKER INDS 10.750% 10/15/06 0 SPECTRUM BRANDS 7.375% 02/01/15 73 STANDARD PACIFIC 9.250% 04/15/12 78 STANDRD PAC CORP 6.000% 10/01/12 71 SPANSION LLC 11.250% 01/15/16 66 SPANSION LLC 2.250% 06/15/16 49 STANLEY-MARTIN 9.750% 08/15/15 45 SUNTRUST PFD CAP 5.853% N.A. 74 STATION CASINOS 6.500% 02/01/14 63 STATION CASINOS 6.875% 03/01/16 60 STATION CASINOS 6.625% 03/15/18 59 SERVICEMASTER CO 7.100% 03/01/18 54 SERVICEMASTER CO 7.450% 08/15/27 48 SERVICEMASTER CO 7.250% 03/01/38 57 SWIFT TRANS CO 12.500% 05/15/17 41 TELIGENT INC 11.500% 12/01/07 0 TELIGENT INC 11.500% 03/01/08 0 TENET HEALTHCARE 6.875% 11/15/31 75 THERAVANCE INC 3.000% 01/15/15 76 TRANS-LUX CORP 8.250% 03/01/12 56 TRANSMERIDIAN EX 12.000% 12/15/10 61 TOUSA INC 9.000% 07/01/10 62 TOUSA INC 9.000% 07/01/10 55 TOUSA INC 7.500% 03/15/11 9 TOUSA INC 10.375% 07/01/12 11 TOUSA INC 7.500% 01/15/15 10 TOYS R US 7.375% 10/15/18 78 TRIBUNE CO 4.875% 08/15/10 62 TIMES MIRROR CO 7.250% 03/01/13 39 TRIBUNE CO 5.250% 08/15/15 44 TIMES MIRROR CO 7.500% 07/01/23 41 TIMES MIRROR CO 6.610% 09/15/27 37 TIMES MIRROR CO 7.250% 11/15/96 32 TRUMP ENTERTNMNT 8.500% 06/01/15 68 WIMAR OP LLC/FIN 9.625% 12/15/14 56 TRUE TEMPER 8.375% 09/15/11 65 RJ TOWER CORP 12.000% 06/01/13 1 TXU CORP 6.500% 11/15/24 77 TXU CORP 6.550% 11/15/34 75 UAL 1995 TRUST 9.020% 04/19/12 40 UAL 1991 TRUST 10.020% 03/22/14 48 UAL 1995 TRUST 9.560% 10/19/18 45 UAL CORP 5.000% 02/01/21 50 UAL CORP 4.500% 06/30/21 52 UAL CORP 4.500% 06/30/21 56 US AIR INC 10.900% 01/01/49 0 US AIR INC 10.750% 01/15/49 0 UNIVERSAL STAND 8.250% 02/01/06 0 MISSOURI PAC RR 5.000% 01/01/45 68 CHIC EAST ILL RR 5.000% 01/01/54 61 VISTEON CORP 7.000% 03/10/14 66 VENTURE HLDGS 9.500% 07/01/05 0 VENTURE HLDGS 11.000% 06/01/07 0 VERTIS INC 10.875% 06/15/09 46 VION PHARM INC 7.750% 02/15/12 53 VIRGIN RIVER CAS 9.000% 01/15/12 72 VICORP RESTAURNT 10.500% 04/15/11 15 VERENIUM CORP 5.500% 04/01/27 41 VERASUN ENERGY 9.375% 06/01/17 68 VESTA INSUR GRP 8.750% 07/15/25 2 WEBSTER CAPITAL 7.650% 06/15/37 67 WCI COMMUNITIES 9.125% 05/01/12 44 WCI COMMUNITIES 7.875% 10/01/13 40 WCI COMMUNITIES 6.625% 03/15/15 41 WCI COMMUNITIES 4.000% 08/05/23 63 WINSTAR COMM INC 10.000% 03/15/08 0 WINSTAR COMM INC 14.750% 04/15/10 0 WCI STEEL ACQUIS 8.000% 05/01/16 64 WERNER HOLDINGS 10.000% 11/15/07 0 WILLIAM LYON 7.625% 12/15/12 57 WILLIAM LYON 10.750% 04/01/13 68 WILLIAM LYON 7.500% 02/15/14 61 WASH MUTUAL PFD 6.534% N.A. 59 WASH MUTUAL PFD 6.895% N.A. 60 WASH MUTUAL PFD 6.665% N.A. 62 PEGASUS SATELLIT 9.750% 12/01/06 0 PEGASUS SATELLIT 12.500% 08/01/07 0 YOUNG BROADCSTNG 10.000% 03/01/11 67 YOUNG BROADCSTNG 8.750% 01/15/14 58 ********* 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. Raphael M. Palomino, 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 ***