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/raid1/www/Hosts/bankrupt/TCR_Public/040218.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, February 18, 2004, Vol. 8, No. 34 Headlines ABITIBI-CONSOLIDATED: Will Present at CIBC Conference Tomorrow ADVENTURE WORLD: Voluntary Chapter 11 Case Summary AHOLD: Implementing Tabaksblat Corp. Governance Recommendations AIR CANADA: Court Gives Go-Signal for Grievance Claim Procedures AK STEEL: James W. Stanley, VP of Safety and Health, to Retire AMERICAN ENTERPRISE.COM: Brings-In Aidman Piser as New Auditor AMES DEP'T: Vendor Action Service Period Stretched to March 10 APARTMENT INVESTMENT: Declares Dividends on Preferred Stock ASPECT COMMUNICATIONS: Commences Public Offering of Common Shares ASTROCOM CORP: Perkins Capital Discloses 10.5% Equity Interest AURORA FOODS: Modifies First Amended Reorganization Plan AVADO BRANDS: Seeks Nod to Employ Cox & Smith as Co-Counsel BOSTON HEART: Case Summary & 20 Largest Unsecured Creditors BROOKFIELD GROUP: Case Summary & 113 Largest Unsecured Creditors BUDGET GROUP: Court Gives Nod for BRAC & BRACII Settlement Pact DYNEGY INC: Elects to Expand Business Relationship with CyrusOne DYNTEK: Secures $3.5MM Financing from Private Placement Offering ELAN: Executive VP Seamus Mulligan Leaving After Restructuring EL PASO: Sells El Paso Oil & Gas Canada, Inc. for $346 Million ENCOMPASS: Demands Recovery of $217K Cash True-Up from Oil Capital ENRON: Obtains Clearance for Employee Claims Settlement Protocol ENRON: Seeks Nod to Start Pension Plan Termination Proceedings EXCALIBUR IND: Shoos Away Cross & Installs Malone as New Auditor EXIDE TECH: Court Okays Monroe Mendelsohn's Retention as Expert EXTENDICARE: Sells 2 Ontario Facilities to Chartwell for $19.6MM EXTENDICARE: Will Pay Series 1 Preferreds' Dividend on Mar. 15 FACTORY 2-U: Seeks to Obtain 45 Million Postpetition Facility FORD MOTOR: Elects Stephen G. Butler to Board of Directors GADZOOKS INC: Asks Permission to Employ Akin Gump as Counsel GADZOOKS INC: Great American Group Commences Store Closings GARDEN RIDGE: Gets Okay to Appoint Altman Group as Claims Agent GLOBAL CROSSING: Judge Gerber Disallows Three EXDS Lessor Claims GREAT LAKES AVIATION: Reports Improved January 2004 Traffic HASKELL LIMITED: Case Summary & 20 Largest Unsecured Creditors HAYNES INT'L: Extends Collective Bargaining Pact Through 2007 HOT 'N NOW, LLC: Case Summary & 20 Largest Unsecured Creditors IT GROUP: Occidental Chemical Asks Okay to File Protective Claim IVACO INC: Canadian Court Extends CCAA Protection to April 2, 2004 JACKSON PRODUCTS: Signs-Up Houlihan Lokey as Investment Banker KMART: Wants $4 Million Duplicate & Redundant Claims Disallowed KPT INC: Case Summary & 20 Largest Unsecured Creditors LENNOX INTL: Names William F. Stoll, Jr. New Chief Legal Officer LES BOUTIQUES: Closes San Francisco Banner Sale to Marie Claire MAGELLAN: Gets Go-Ahead to Settle Universal Health & UHS Claims MAGELLAN HEALTH: Names William McBride to Board Of Directors MAIN STREET BREWING: Chapter 11 Voluntary Case Summary MBCSM CORP: Voluntary Chapter 11 Case Summary MEDINEX SYSTEMS: Annual Shareholders' Meeting Slated for Mar. 22 MID-ATLANTIC: Case Summary & 20 Largest Unsecured Creditors MIRANT: Woos Court to Extend McKinsey's Employment to May 31, 2004 MTS INCORPORATED: Gets Approval to Appoint Berger as Claims Agent NASH FINCH: Patitucci Joins Company as Executive VP -- Marketing NASH FINCH: Q4 and Fiscal 2003 Conference Call Set for Feb. 26 NATIONAL BENEVOLENT: Files for Chapter 11 Protection in W.D. Tex. NAVISTAR INTL: Schedules Q1 Conference Call Web Cast February 23 NETDRIVEN SOLUTIONS: Dec. Net Capital Deficit Widens to $1.8MM NEVADA STAR: Shareholders Okay New Directors & Stock Option Plan NEXTWAVE: FCC Approves Cingular Wireless' Bid to Buy Licenses NOVA CHEM: To Present at Morgan Stanley Conference on Feb. 24 ONE PRICE: Plans Layoffs & Asset Sales to Maximize Estate's Value O'SULLIVAN INDUSTRIES: Revises Q2 2004 and Year To Date Results OWENS: Receives Go-Ahead to Acquire Plant Equipment for $13.3MM PG&E NAT'L: ET Power Obtains Stay Lift to Set Off PJM Claim RADIO UNICA: Kellogg Capital Discloses 5.64% Equity Stake RICHARD-JAMES INC: Voluntary Chapter 11 Case Summary SEMCO ENERGY: Records FY 2003 Net Loss of $30 Million SHAW: Unit Retrofits Duke Power Station for Cleaner Air Emissions SOLUTIA INC: Nylon Fiber Price to Increase by 8% in March STOLT OFFSHORE: Today's Q4 Conference Call Time Revised to 3 PM STONE CREEK: Case Summary & 20 Largest Unsecured Creditors THAXTON GROUP: Elects New Set of Board Members TRAVEL PLAZA: Creditors to Hold First Meeting on March 10 UNITED AIRLINES: Seeks Court Nod to Assume Agreement with Pratt US HORTICULTURAL: Case Summary & 13 Largest Unsecured Creditors US UNWIRED: Schedules Fourth Quarter Conference Call for March 2 US UNWIRED: Cingular Acquires Customers & Cellular Operations VASP INVESTMENTS: List of 20 Largest Unsecured Creditors VERTICALNET: Jeffrey Thorp IRA Rollover Reports 7.8% Equity Stake WORLDSPAN: Michael Wood Appointed Chief Financial Officer * Upcoming Meetings, Conferences and Seminars ********* ABITIBI-CONSOLIDATED: Will Present at CIBC Conference Tomorrow -------------------------------------------------------------- Abitibi-Consolidated Inc. (NYSE: ABY,TSX: A) Senior Vice- President, North American Newsprint Operations, Thor Thorsteinson, will make a presentation at the Seventh Annual CIBC World Markets Institutional Investor Conference in Whistler, British Columbia, tomorrow, February 19, 2004, at 3:30 p.m. PST (6:30 p.m. EST). The presentation will be webcast live and an archived copy will remain available on Abitibi-Consolidated's web site for 90 days. Interested parties are invited to listen by using the link provided on the investor relations page of Abitibi-Consolidated's web site ( http://www.abitibiconsolidated.com/). Abitibi-Consolidated (Moody's, Ba1 Outstanding Debentures Rating) is the world's leading producer of newsprint and uncoated groundwood (value-added groundwood) papers as well as a major producer of wood products, generating sales of $ 4.8 billion in 2003. With 16,000 employees, excluding Pan Asia Paper Co. Pte Ltd (PanAsia), the Company does business in more than 70 countries. Responsible for the forest management of 18 million hectares, Abitibi-Consolidated is committed to the sustainability of the natural resources in its care. The Company is also the world's largest recycler of newspapers and magazines, serving 17 metropolitan areas with more than 11,200 Paper Retriever(R) collection points and 14 recycling centres in Canada, the United States and the United Kingdom. Abitibi-Consolidated operates 27 paper mills, 21 sawmills, 4 remanufacturing facilities and 1 engineered wood facility in Canada, the U.S., the UK, South Korea, China and Thailand. ADVENTURE WORLD: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Adventure World, Inc. 33 Great Road Shirley, Massachusetts 01464 Bankruptcy Case No.: 04-40206 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Adventure World RU, Inc. 04-40207 Type of Business: The Debtor offers sales and repairs of Recreational vehicles. Chapter 11 Petition Date: February 16, 2004 Court: District of Massachusetts (Worcester) Judge: Henry J. Boroff Debtor's Counsel: Steven A. Kressler, Esq. Kressler & Kressler, P.C. 11 Pleasant Street, Suite 200 Worcester, Massachusetts 01609 Tel: 508-791-8411 Estimated Assets Estimated Debts ---------------- --------------- Adventure World, Inc. $1 M to $10 M $1 M to $10 M Adventure World RU, Inc. $100,000 to $500,000 $1 M to $10 M The Debtor did not file a list of it's 20-largest creditors AHOLD: Implementing Tabaksblat Corp. Governance Recommendations --------------------------------------------------------------- Ahold announced plans with regard to the recommendations of the Dutch Tabaksblat Committee on corporate governance. The company has developed far-reaching proposals which will be discussed in an Extraordinary General Meeting of Shareholders on March 3, 2004. Key among these is more say for shareholders on crucial issues such as voting rights. The agenda for this meeting has been published in various Dutch national newspapers and on Ahold's Web site at http://www.ahold.com/ Remarks by Ahold President & CEO Anders Moberg: "With these proposals we reaffirm our strong commitment to corporate governance throughout the new Ahold," said Ahold President & CEO Anders Moberg, referring to this new milestone in Ahold history. "Instead of waiting until next year before reporting on the company's 2004 corporate governance policy, we decided to announce our position today. The proposed changes to the Articles of Association, the rules for the Supervisory Board and its committees (audit committee, remuneration committee and selection and appointment committee) and the rules for the Executive Board, as well as the proposed general remuneration policy, substantially satisfy the requirements of the Tabaksblat code." Moberg emphasized that Ahold is the first company in the Netherlands to convene a shareholders' meeting devoted to corporate governance. "Jointly, Ahold and its shareholders can face the future with a confidence born of transparency and constructive cooperation," he commented. Peter Wakkie, Corporate Executive Board member and Chief Corporate Governance Counsel, defines Ahold's implementation of the 'comply or explain' principle. "Before largely adopting the Tabaksblat Committee's recommendations, we reviewed in detail all the implications and came to the conclusion that the company's Articles of Association had to be amended in some areas. Shareholders will have every opportunity to express their point of view during the March 3, 2004, meeting. In a number of cases, the Tabaksblat code prescribes information that should be included in the annual report. Obviously, Ahold can only comply with those recommendations at the time of release of its 2003 annual report and, where necessary, in 2004." Wakkie, the architect of Ahold's new corporate governance structure, summarized the following proposed changes: 1. Enlargement of shareholder rights * The authority of the general meeting of shareholders to take important decisions - including the appointment and removal of Executive Board members and Supervisory Board members and the amendment of the Articles of Association - has been enlarged substantially. This is in accordance with the Tabaksblat code, par. IV.1.1. * The new arrangement can be found in the following provisions of the proposed Articles of Association: art. 16.5, 16.6, 21.3 and 42.2. The system provides as a general rule that the general meeting of shareholders can take the relevant decisions on its own initiative --in other words, independent from a proposal made by the Executive Board or the Supervisory Board. In the first meeting, the decision is subject to the majority representing at least 33-1/3% of the issued shares; if this qualified majority is not achieved but there is a simple majority of exercised votes in favor of the proposal, then a second meeting will be held. In the second meeting, a normal majority of votes exercised decides irrespective of the number of shares present or represented at the meeting (unless the law provides otherwise and deviation from the legal provision is not permitted). * As a general rule, shareholders are entitled to propose items to be put on the agenda of the general meeting of shareholders provided they hold at least 1% of the issued capital or the shares held by them represent a market value of at least EUR 50 million. These criteria are derived from the legislative proposal presently pending before the First Chamber of Parliament, dealing with adjustments to the so-called structure regime and ancillary matters (art. 114a of this proposal and art. 28.3 of the Articles of Association). * The general meeting of shareholders will now be entitled to approve important decisions regarding the identity or the character of the company. These decisions include important investments and divestments (art. 18.3 of the Articles of Association). These criteria are also derived from the legislative proposal described above (art. 107a of this proposal). 2. Cumulative preferred financing shares * The holders of the depository receipts of cumulative preferred financing shares ("preferred shares") - in the aggregate approximately 369 million shares - have agreed as an integral part of the restructuring of the cumulative preferred financing shares, to reduce the number of votes that can be exercised on such shares from approximately 369 million to approximately 100 million (or from approximately 19% of the aggregate votes to approximately 6%). The number of votes has been determined on the basis of the nominal value increased with the additional paid in capital of the preferred shares and Ahold's common share price on January 30, 2004. The limitation of voting rights will become effective after the March 3, 2004 shareholders' meeting has approved the conversion right of the preferred shares into common shares. * With a view to allowing for one type of stock over time, Ahold and the holders of the preferred shares have agreed to make the preferred shares convertible into common shares. The conversion conditions have been set so as to avoid any transfer of value from the common shares to the preferred shares. The maximum number of common shares to be received upon conversion has been capped at 120 million. The preferred shares will be convertible as of March 2006. The dividend yield will be reduced by 0.2% as of March 2006. 3. Supervisory Board * The following changes in the composition of the Supervisory Board will take place; the driving principle has been a gradual change in the composition and attention to the continuity of the supervisory task and the ability to staff the different committees. * In the annual general meeting of shareholders of June 2004, Sir Michael Perry (age limit), Bob Tobin and Roland Fahlin Will retire from the Supervisory Board. Neither Bob Tobin nor Roland Fahlin would meet the independence criteria of the Tabaksblat code because of their previous employment with affiliates of Ahold. * The selection and appointment committee of the Supervisory Board is in the process of finding suitable candidates to fill these vacancies. * In the annual general meeting of 2005, Lodewijk de Vink and Cynthia Schneider will retire from the Supervisory Board. * New supervisory board members will be appointed for a duration of four years with the possibility of reappointment. A supervisory board member will serve no longer than twelve years on the board. * On January 26, 2004, the Supervisory Board adopted rules for its functioning as well as separate rules for the audit committee, remuneration committee and the selection and appointment committee. * These rules comply with the Tabaksblat code and can be found on Ahold's website. 4. The Executive Board * New Executive Board members will be appointed for a period of four years, with the possibility of reappointment (art. 16.4 of the Articles of Association). * The present Executive Board members will relinquish their positions during a staggered period in view of the continuity of the management. A rotation scheme for this purpose will be determined shortly. * The rules for the Executive Board have been adopted on January 26, 2004 and comply with the Tabaksblat code; the rules can be found on Ahold's website. 5. General remuneration policy * The general remuneration policy of the Executive Board members will be determined by the general meeting of shareholders; share plans and option plans for the Executive Board members will be approved by the general meeting of shareholders (Articles of Association, art. 20). * As far as the present general remuneration policy is concerned, reference is made to the explanatory notes to agenda item 5. 6. Tabaksblat code general * The proposed changes of the Articles of Association, the rules for the Supervisory Board and its committees (audit committee, remuneration committee and selection and appointment committee) and the rules for the Executive Board as well as the proposed general remuneration policy, satisfy to a substantial extent the requirements of the Tabaksblat code. * In a number of cases, the Tabaksblat code prescribes information to be included in the annual report. Obviously, Ahold can only comply with those recommendations at the time of release of its 2003 annual report and - in so far as is necessary - 2004 annual report. * Ahold will be able to follow the Tabaksblat code in all respects but the following: - The number of supervisory board memberships of supervisory board members at Dutch stock exchange listed companies cannot be limited in all cases to five, at least not in the case of the present chairman of the Supervisory Board; the chairman currently holds more supervisory board memberships than the recommended maximum as required by the code, but will relinquish a number of these memberships. - Existing employment agreements will be honored except in so far as the person concerned voluntarily relinquishes certain rights (in fact, this is not a deviation from the Tabaksblat code as the code expressly leaves open the possibility of continuation of existing obligations). - Shares obtained under a long-term incentive plan do not have to be kept for five years after vesting but for three years. 7. Protection device * The possibility to issue cumulative preferred shares -- to be distinguished from the cumulative preferred financing shares -- is maintained for the time being because of a number of reasons. * In the first place, pursuant to Dutch law, the owner of a substantial block of shares is not obliged to make a fair bid for the remaining shares. As long as the obligation to make a fair bid is not codified, the party with a substantial interest -- who may be a competitor of Ahold - can acquire control over Ahold without paying full value for the company. The cumulative preferred shares can prevent such a creeping acquisition or at the minimum delay such an attempt. Moreover, these cumulative preferred shares may also protect the interests of other stakeholders, such as those of the employees, in the event their interests are seriously affected. 8. Web site Ahold has added a special section to its Web site at http://www.ahold.com/on corporate governance. All relevant documents are posted on this site. New changes on corporate governance will be published on the website at http://hugin.info/130711/R/934417/128849.pdf * * * As previously reported, Fitch Ratings, the international rating agency, assigned Netherlands-based food retailer Koninklijke Ahold NV a Stable Rating Outlook while removing it from Rating Watch Negative. At the same time, the agency has affirmed Ahold's Senior Unsecured rating at 'BB-' and its Short-term rating at 'B'. The Stable Outlook reflects the benefits from the shareholder approval, granted on Wednesday, for a fully underwritten EUR3billion rights issue. Ahold however continues to face financial and operational difficulties which have been reflected in the Q303 results. Ahold announced in early November its strategy for reducing debt through its EUR3bn rights issue and EUR2.5bn of asset disposals as well as improving the trading performance of its core retail and foodservice businesses. Whilst the approved rights issue addresses immediate liquidity concerns, operationally, the news is less positive with Ahold's core Dutch and US retail operations both suffering from increased competition, mainly from discounters, resulting in operating profit margin erosion. Ahold's European flagship operation, the Albert Heijn supermarket chain in the Netherlands, recently reported both declining sales and profits, as consumers turn to discount retailers. In reaction to this, Albert Heijn, has amended its pricing structure which in turn would suggest that it will be more challenging in the future to match historic operating margin levels. AIR CANADA: Court Gives Go-Signal for Grievance Claim Procedures ---------------------------------------------------------------- On May 9, 2003, the Air Canada Applicants and their constituent unions met with the Honorable Mr. Justice Winkler to settle outstanding issues with respect to the restructuring of their existing collective labor agreements. In June 2003, the parties executed agreements amending the collective agreements. However, the new agreements did not resolve all of the unions' grievance claims arising before June 1, 2003. Consequently, the Applicants and the unions agreed to establish procedures to identify and quantify pre-April 1, 2003 grievance claims for the purposes of voting and receiving a distribution under any plan of arrangement or compromise. The Grievance Claims Procedure provides that all post-April 1, 2003 grievances, with the exception of Restructuring Claims, will be dealt with in the ordinary course. The Restructuring Claims will be governed by and subject to the Claims Procedure Order. The Grievances referenced on the lists exchanged between the Applicants and the Unions -- Schedule "B" Grievances --will not be governed by or subject to the Grievance Claims Procedure and will be resolved according to the arbitration process contained in the applicable Collective Agreement under which the Schedule "B" Grievance arose. The Applicants and certain of the unions have already commenced proceedings on the basis of the Grievance Claims Procedure. At the Applicants' behest, Mr. Justice Farley approves the Grievance Claims Procedure. The CCAA Court also appoints Martin Teplitsky, Q.C., as Grievance Claims Officer. The Unions and the Applicants may designate, by agreement, other persons as Grievance Claims Officers. Grievance Claims Procedure The Grievance Claims Procedure provides that: (a) Each Union who has filed Pre-April 1 Grievances will prepare a list of those Pre-April 1 Grievances including: (i) the identity of the grievor; (ii) the Union's position with respect to the substance of the Pre-April 1 Grievance; and (iii) the remedy sought, including the amount of any monetary claim. (b) The Applicants party to the Collective Agreement under which a Pre-April 1 Grievance arose, will prepare a response to the Pre-April 1 Grievances specified in the lists stating: (i) the relevant Applicant's position with respect to the substance of the Pre-April 1 Grievance; and (ii) the relief or remedy, if any, acknowledged by the Applicant to be appropriate, including any monetary amount. (c) The lists of Pre-April 1 Grievances and the Applicants' responses will be served upon counsel for the Applicants, Ernst & Young, Inc., the Court-appointed Monitor, and the concerned Union, and filed with the Grievance Claims Officer. Any Grievance arising out of events, actions or circumstances that occurred before April 1, 2003 which is not included on the Lists or on Schedule "B" will, subject to the consent of the Applicants, the Monitor and the concerned Union or further Court order, be deemed to be withdrawn by the concerned Union and the grievor. The Grievance will be forever barred and extinguished. A Union and the Applicants may, at any time before the commencement of the arbitration of a Grievance, agree that a Grievance will be added to or deleted from the lists of Schedule "B" Grievances. Mediation After the service and filing of the Lists and the Applicants' responses, the Grievance Claims Officer will mediate the resolution of the Grievances according to a timetable to be agreed among the Applicants, the Monitor, the Unions and the Grievance Claims Officer. Mediations will be scheduled on a Union-by-Union basis, commencing with mediations of the Grievances advanced by CUPE. Schedule "B" Voting Claims Each Union asserting a Schedule "B" Grievance will file a Grievance Proof of Claim with the Monitor by February 13, 2004. The Proof of Claim must set forth the Grievance Claim for voting purposes under the Plan asserted by the concerned Union with respect to each Schedule "B" Grievance. The Monitor is authorized and directed to use reasonable discretion as to the adequacy of compliance of the manner in which the Grievance Proofs of Claim are completed and executed. The Applicants, in conjunction with the Monitor, may either: -- accept the amount of the Grievance Claim asserted for voting purposes under the Plan; -- attempt to consensually resolve the amount of the Grievance Claim for voting purposes with the Union; or -- deliver a Grievance Notice of Revision, setting forth the acceptable amount of the Grievance Claim for voting purposes, to the Union and the office of the Grievance Claim Officer by no later than four weeks after receipt of the Grievance Proof of Claim. Arbitration Upon receipt of written confirmation from the Grievance Claims Officer that mediation has failed to resolve any Grievance, excluding Schedule "B" Grievances, the Grievance Claims Officer will schedule a hearing before one of the Grievance Arbitrators -- according to a timetable to be set in consultation with the Applicants, the Monitor, the Unions, the Grievance Arbitrator and the Grievance Claims Officer -- to hear, determine and adjudicate the Grievance, including determining the Grievance Claim for voting and distribution purposes under the Plan. Failing agreement of the affected parties to the scheduling of the Grievance, the Grievance Claims Officer will set the hearing schedule. Upon receipt of a Grievance Notice of Revision, the Grievance Claims Officer will also schedule a hearing to determine and adjudicate the Grievance Claim for voting purposes only. The Grievance Arbitrators are: * Stanley Beck, * Robert Herman, * William Kaplan, * Brian Keller, * Donald Monroe, * Bruce Outhouse, and * Michel Picher The Grievance Arbitrators will also include any other arbitrator agreed to by the affected parties and approved by the Grievance Claims Officer with respect to availability and willingness to schedule multiple Grievances per day of arbitration. The Grievance Arbitrators and the Grievance Claims Officer will have all the powers of an arbitrator appointed pursuant to the Canada Labour Code, R.S.C. 1985, c. L-2 and under the Collective Agreement under which the Grievance arose. The Grievance Claims Officers and Grievance Arbitrators will determine the manner, if any, in which evidence may be brought before them by the parties as well as any other procedural matters which may arise in respect of the determination of any Grievance or Grievance Claim, by mediation or arbitration, other than the Schedule "B" Grievances. The Grievance Arbitrator or the Grievance Claims Officer hearing the dispute will notify the Applicants, the Monitor and the affected Union of his or her determination of the Grievance or Grievance Claim as soon as practicable, and in no event later than 10 Business Days after the conclusion of the hearing or any other time as may be agreed by the parties to the arbitration and the Grievance Arbitrator or the Grievance Claims Officer -- in the case of the determination of a Schedule "B" Grievance for voting purposes -- and in any event, no later than 10 Business Days before any meeting of creditors ordered by the CCAA Court. Appeal Rights The decisions of the Grievance Arbitrators are final and binding in accordance with Section 58 of the Canada Labour Code. The decisions of the Grievance Claims Officer with respect to the determination of the Grievance Claims of Schedule "B" Grievances for voting purposes are not subject to appeal and are final and binding for voting purposes only. Miscellaneous Any mediated settlement, award rendered or Grievance Claim determined in relation to any Grievance, other than any award issued in respect of a Schedule "B" Grievance by an arbitrator appointed under the normal arbitration process of the applicable Collective Agreement, will not constitute a precedent and will not be referred to or relied upon in any subsequent proceeding, including any arbitration. Any submission made or position taken by a party in a mediation or arbitration is without prejudice to any normal arbitration conducted under the applicable Collective Agreement. The solicitation by the Monitor or the Applicants of any Grievance and the filing by any party of any Grievance will not, for that reason only, grant any person any standing or rights under the Plan. The filing of any Grievance or Schedule "B" Grievance Claim will be entirely without prejudice to the position of any Person as to the existence, validity or characterization, of any particular Grievance -- including a Schedule "B" Grievance -- or Grievance Claim, including as to whether the Grievance, including a Schedule "B" Grievance, or the Grievance Claim is subject to compromise under the CCAA or to be affected or unaffected under the Plan. (Air Canada Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945- 7000) AK STEEL: James W. Stanley, VP of Safety and Health, to Retire -------------------------------------------------------------- AK Steel Corporation (NYSE: AKS) said James W. Stanley, 59, will retire from AK Steel effective March 1, 2004. Jim Stanley joined AK Steel in the new executive post of vice president, safety and health in January of 1996. He had previously worked for the U.S. Department of Labor's Occupational Safety and Health Administration (OSHA) where he was that agency's second-ranking official. "Jim Stanley has devoted his entire public and private career to a single purpose -- to eliminate workplace injuries," said James L. Wainscott, president and CEO of AK Steel. "As a result of Jim's dedication and leadership, I believe that employees throughout the entire steel industry, and even all of manufacturing, enjoy a safer workplace today." During Mr. Stanley's tenure at AK Steel, the company's total OSHA injury rate declined by 88%, from 4.39 in 1996 to 0.51 in 2003. By comparison, the average total OSHA injury rate for integrated steel companies was 7.3 in 2002, the most recent data available from the Bureau of Labor Statistics of the U.S. Department of Labor. During his career at AK Steel, Jim Stanley helped design and implement numerous employee safety enhancements, including a comprehensive training program for contractor employees, the establishment of dedicated, full-time hourly safety coordinators and the implementation of safety rules that far exceed OSHA requirements. The company's Butler (PA) Works was the first U.S. steel plant to earn OSHA's "Star" designation under its Voluntary Protection Programs (VPP) in 2001, and the company's Rockport (IN) Works earned the VPP Star designation in 2002. Virtually every one of AK Steel's operating facilities has been recognized by state and federal agencies for outstanding safety performances. Most recently, the Construction Users Roundtable (CURT) presented AK Steel with its safety excellence award for "Best Company-Wide Safety Program." Mr. Stanley has routinely facilitated benchmarking of AK Steel's safety program and philosophy by other steel companies and other industries in this country and around the world. "While I will truly miss my colleagues, I am confident that the safety philosophy that has guided AK Steel company will continue uninterrupted," Mr. Stanley said. "I salute the employees and contractors at AK Steel for their incredible dedication to continually improving safety." Mr. Stanley joined OSHA at its inception in 1971 as a maritime safety officer in the Philadelphia area office, and was later named compliance safety and health officer in the same office. In 1973 he was named supervisory safety and health specialist for the Pittsburgh office. He was appointed to increasingly responsible positions, and in 1987 was named regional administrator for the New York office, one of the most heavily-industrialized regions in the country. In January of 1994, Mr. Stanley was appointed deputy assistant secretary for OSHA in Washington, D.C., a career senior executive service (SES) appointment. In 2002, U.S. Secretary of Labor Elaine L. Chao appointed Mr. Stanley to the National Advisory Committee on Occupational Safety and Health (NACOSH). The 12-person committee, which was established under the Occupational Safety and Health Act of 1970, advises the Secretaries of Labor and Health and Human Services, on occupational safety and health programs. Representatives are chosen on the basis of their knowledge and experience in occupational safety and health. Mr. Stanley is also a member of the board of directors of the National Safety Council, and is a member of its executive committee. Headquartered in Middletown, AK Steel produces flat-rolled carbon, stainless and electrical steel products for automotive, appliance, construction and manufacturing markets, as well as tubular steel products. In addition, the company produces snow and ice control products. As of December 31, 2003 AK Steel records a total shareholders' equity deficit of $52.8 million. AMERICAN ENTERPRISE.COM: Brings-In Aidman Piser as New Auditor -------------------------------------------------------------- On January 30, 2004, the Board of Directors of American Enterprise.com Corporation approved the decision to change independent accountants for Nanobac Pharmaceuticals, Inc. from Baumann, Raymondo & Company P.A. to Aidman Piser & Company. In a series of discussions in December 2003, American Enterprise.com advised Baumann that the Company had determined that its prior period financial statements might not correctly reflect the total number of shares of common stock available to be issued in accordance with the confirmed bankruptcy plan. Based in part on such information, Baumann informed the Company that they felt further investigation into the matter was necessary. Because of the change in accountants, Baumann was not able to conduct such further investigation. The Company has disclosed in its most recent filing (10QSB for the period ended September 30, 2003) all available shares of common stock available to be issued in accordance with the bankruptcy plan. The Company has discussed with Baumann the potential need for the Company to restate financial statements for the periods ended March 31 and June 30, 2003. Such restatements will be reflected in amendments to the Company's quarterly reports on form 10QSB, to be filed after review of the Company's new certifying accountant. American Enterprise.com is providing all relevant information to the Company's new certifying accountants, Aidman in connection with its fiscal year end 2003 audit. On January 30, 2004, the Company engaged Aidman as its new independent accountant. The engagement was approved by the Board of Directors on January 30, 2004. The company's September 30, 2003, balance sheet reflects a working capital deficit of about $1.9 million. As previously reported in the Troubled Company Reporter, American Enterprise.Com Corporation emerged from chapter 11 virtually debt free under a plan of reorganization based on a transaction with HealthCentrics, Inc., where HealthCentrics' shareholders received one share of AMER for each share of HealthCentrics. The Plan was confirmed in November 2002. AMES DEP'T: Vendor Action Service Period Stretched to March 10 -------------------------------------------------------------- Ames Department Stores Debtors filed a subset of 265 complaints seeking $50,000,000 in recoveries, which, deliberately, have not yet been served. In those Factored Vendor Preference Actions, the defendant was a vendor or provider of services to the Debtors but the alleged preferential payments were made to a commercial factor and not directly to the defendant. The Factored Vendor Preference Action complaints were filed between August 7 and August 20, 2001 and the 120-day service period set forth in Rule 7004(m) of the Federal Rules of Bankruptcy Procedure expires with respect to those complaints between December 5 and December 18, 2003. The payments specified and sought to be recovered in the Factored Vendor Preference Actions are also the subject of separate adversary proceedings the Debtors timely commenced against the commercial factors. The Debtors are aware that they cannot collect twice with respect to the same payment and, have no intention of doing so. However, because they have not yet concluded whether a cause of action also exists and should be prosecuted against the Factored Vendor, the Debtors filed complaints against both the factors and the Factored Vendors. The Debtors are still not in a position to say with certainty whether causes of action exist and should be prosecuted against the Factored Vendors. Certain factors did not fully comply with the Rule 2004 Order and documents are now being sought as part of the discovery process in the adversary proceedings pending against the factors, Barry S. Gold, Esq., at Weil, Gotshal & Manges LLP, in New York, said. Thus, the Debtors sought and obtained the Court's permission to extend the 120-day service period under Bankruptcy Rule 7004(m) to and including March 10, 2004 with respect to the Factored Vendor Preference Actions. Headquartered in Rocky Hill, Connecticut, Ames Department Stores, Inc., is a regional discount retailer that, through its subsidiaries, currently operates 452 stores in nineteen states and the District of Columbia. The Company filed for chapter 11 protection on August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217). Albert Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at Weil, Gotshal & Manges LLP represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed $1,901,573,000 in assets and $1,558,410,000 in liabilities. (AMES Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000) APARTMENT INVESTMENT: Declares Dividends on Preferred Stock ----------------------------------------------------------- Apartment Investment and Management Company (Aimco) (NYSE: AIV) announced that its Board of Directors declared a dividend of $0.63125 per share on its 10.1% Class Q Cumulative Preferred Stock and a dividend of $0.625 per share on its 10.0% Class R Cumulative Preferred Stock. Dividends for both classes of preferred stock are payable on March 15, 2004 to shareholders of record on March 1, 2004. Aimco (Fitch, BB+ Preferred Share Rating, Negative) is a real estate investment trust headquartered in Denver, Colorado owning and operating a geographically diversified portfolio of apartment communities through 19 regional operating centers. Aimco, through its subsidiaries, operates approximately 1,629 properties, including approximately 288,000 apartment units, and serves approximately one million residents each year. Aimco's properties are located in 47 states, the District of Columbia and Puerto Rico. Aimco common shares are included in the S&P 500. ASPECT COMMUNICATIONS: Commences Public Offering of Common Shares ----------------------------------------------------------------- Aspect Communications Corporation (Nasdaq: ASPT), a leading provider of enterprise customer contact solutions, announced that it has filed a registration statement with the Securities and Exchange Commission for a public offering of 2,700,000 shares of newly issued shares of its common stock and 9,300,000 shares of its common stock offered by selling stockholders. In addition, one of the selling stockholders has granted the underwriters an option to purchase an additional 1,800,000 shares of Aspect common stock held by such stockholder to cover over-allotments, if any. The managing underwriters of the offering are Credit Suisse First Boston, UBS Investment Bank, Banc of America Securities LLC, Thomas Weisel Partners LLC and Kaufman Bros., L.P. When available, a copy of the preliminary prospectus relating to the offering can be obtained from Credit Suisse First Boston, Corporation Prospectus Department, 11 Madison Avenue, New York, NY 10010; UBS Securities LLC, ECMG Syndicate, 299 Park Avenue, New York, NY 10171; Banc of America Securities LLC, 100 West 33rd Street, New York, NY 10001; Thomas Weisel Partners LLC, One Montgomery Street, San Francisco, CA 94104; and Kaufman Bros, L.P., 800 Third Avenue, 25th Floor, New York, NY 10022. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. Aspect Communications Corporation (S&P, B Corporate Credit Rating, Positive) is a leading provider of contact center software and services that enable businesses to manage and optimize customer communications. Aspect's global customer base includes more than two-thirds of the Fortune 50 and leading corporations in a range of industries including transportation, financial services, insurance, telecommunications, retail and outsourcing, as well as large government agencies. The company's leadership is based on 19 years of expertise. Aspect is headquartered in San Jose, Calif., with 24 offices in 11 countries around the world. For more information, visit Aspect's Web site at http://www.aspect.com/ ASTROCOM CORP: Perkins Capital Discloses 10.5% Equity Interest -------------------------------------------------------------- Perkins Capital Management, Inc., beneficially owns 2,899,300 shares of the common stock of Astrocom Corporation. With sole power to vote or direct the vote of 1,650,000 such shares, Perkins Capital Management has dispositive powers over the entire 2,899,300 (includes 1,650,000 common equivalents, 1,199,300 warrants exercisable within 60 days and 50,000 shares in the form of a convertible note). The amount held represents 10.5% of the outstanding common stock of Astrocom. Astrocom Corporation, a designer and manufacturer of internet hardware, filed for Chapter 11 relief on August 7, 2003 (Bankr. Minn. Case No. 03-35458). Thomas F. Miller, Esq. represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed total assets of $513,130 and total debts of $2,847,120. AURORA FOODS: Modifies First Amended Reorganization Plan -------------------------------------------------------- On January 30, 2004 and February 11, 2004, the Aurora Foods Debtors made non-material modifications to their first amended Reorganization Plan. The modifications will not adversely impact the rights of any parties-in-interest. The definition of Prepetition Senior Unsecured Note Claims is modified to mean as "Claims arising from or related to the Prepetition Senior Unsecured Notes, which Claims shall be deemed Allowed under th[e] Plan for $27,696,500." This language was included in the definition of Class 4 Prepetition Lender Claims: ". . . in no event shall any Claim in respect of the 'Excess Leverage and Asset Sale Fee' [as defined in the Amendment and Forbearance, dated as of October 13, 2003, to the Prepetition Credit Agreement] . . . or in respect of any 'Asset Sale Fee' or 'Excess Leverage Fee' under section 2.3 of the Prepetition Credit Agreement in effect immediately prior to the Amendment and Forbearance, be Allowed either under this Plan (as a Class 4 Claim or otherwise) or as a Claim against any of the Reorganized Debtors in an amount that exceeds the amount of the Excess Leverage and Asset Sale Fee set forth in, and calculated in accordance with, the Amendment and Forbearance." The treatment of Indenture Trustee Claims is modified: "The Indenture Trustee shall be paid promptly on account of any claims for its rights to indemnity and compensation under section 7.7 of the indentures relating to the Sub Debt for reasonable fees, costs and expenses as Indenture Trustee including, but not limited to, the reasonable fees, costs and expenses of the Indenture Trustee and its professionals incurred prior to, on or after the Petition Date . . . to the extent that the Indenture Trustee Claims are either (i) not in dispute by the Debtors, the Reorganized Debtors or Mergco or (ii) in the event of any such dispute, determined by a Final Order of the Bankruptcy Court or other court having jurisdiction. Without limiting the foregoing, the Debtors, the Reorganized Debtors and Mergco, jointly and severally, shall pay, indemnify and compensate the Indenture Trustee pursuant to section 7.7 of the indentures relating to the Sub Debt. This Section 3.1 (c) shall constitute a 'separate fee agreement' between the Indenture Trustee and the Debtors, the Reorganized Debtors and Mergco for purposes of section 7.7 of the indentures relating to the Sub Debt. All Indenture Trustee Claims shall be paid within ten (10) days after the Debtors', the Reorganized Debtors', or Mergco's receipt of an invoice for such Indenture Trustee Claims (or any portion thereof); provided, however, that any disputed Indenture Trustee Claims shall be paid within ten (10) days after entry of a Final Order requiring the payment of such Allowed Indenture Trustee Claims. Notwithstanding any other provision of the Plan, the Confirmation Order, or the passage of the Effective Date, the Indenture Trustee's rights to indemnity and compensation (including without limitation, the Indenture Trustee's charging lien) pursuant to section 7.7 of the indentures relating to the Sub Debt shall be enforceable and shall survive the entry of a Confirmation Order and the Effective Date. The Indenture Trustee's professionals shall not be required to file a motion or application under Section 3.1 (a)(i) hereof. Except as otherwise ordered by the Bankruptcy Court, on notice to the Indenture Trustee, no entity may replace the Indenture Trustee as the Exchange Agent with respect to the Sub Debt so long as any Indenture Trustee Claims remain unpaid. The original Indenture Trustee's charging lien shall survive such replacement until the original Indenture Trustee is paid in full. The Indenture Trustee's rights under this Section 3.1(c) are in addition to any other rights of the Indenture Trustee as an Exchange Agent under the Plan and the Merger Agreement." The Debtors also modified the provisions on the cancellation of Notes, Instruments, Debentures and Old Equity to include that: " * * * [T]he indentures for the Sub Debt shall be deemed to survive the Effective Date solely to effectuate distributions to be made to Holders of Sub Debt as provided in the Plan, and to enforce the rights (including without limitation, rights under sections 7.2, 7.4, 7.7, and 10.13 of the indentures relating to the Sub Debt), and administrative functions of the Indenture Trustees as provided in the indentures for the Sub Debt and in the Plan * * * * " The provisions on Corporate Actions were also modified to include that on the Effective Date, all actions contemplated by the Plan will be deemed authorized and approved in all respects, including, without limitation the adoption of the Amended Certificate of Incorporation and Bylaws and the Amendment to the Certificate of Incorporation of Sea Coast Foods, Inc., each of which (i) will be amended as necessary to satisfy the provisions of the Plan and the Bankruptcy Code and (ii) will include, among other things, pursuant to Section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities, but only to the extent required by Section 1123(a)(6). Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St. Louis, Missouri, produces and markets leading food brands, including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs. Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R) bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and Chef's Choice(R) skillet meals. With $1.2 billion in reported assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No. 03-13744), to complete a pre-negotiated sale of the company to J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P., and C. Dean Metropoulos and Co. Sally McDonald Henry, Esq., and J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP provide Aurora with legal counsel, and David Y. Ying at Miller Buckfire Lewis Ying & Co., LLP provides financial advisory services. (Aurora Foods Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000) AVADO BRANDS: Seeks Nod to Employ Cox & Smith as Co-Counsel ----------------------------------------------------------- Avado Brands, Inc., and its debtor-affiliates are asking the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, for approval to employ Cox & Smith Incorporated as attorneys. The Debtors have selected Cox & Smith as co-counsel because of the firm's extensive experience in bankruptcy and reorganization matters. The Debtors believe that Cox & Smith and its attorneys are fully qualified to work with Skadden, Arps, Slate, Meagher & Flom LLP to deal effectively and efficiently with many potential legal issues and problems that may arise in the context of the chapter 11 cases. Cox & Smith be employed to work as co-counsel with Skadden to: a. take all necessary action to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any action commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; b. prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports, and papers in connection with the administration and prosecution of the Debtors' chapter 11 cases; c. assist the Debtors in connection with any proposed sale of assets pursuant to Bankruptcy Code Section 363; d. advise the Debtors in respect of bankruptcy, real estate, regulatory, securities, labor law, intellectual property, licensing and tax matters or other such services as requested; and e. perform all other legal services in connection with the chapter 11 cases. The primary attorneys and paralegal within Cox & Smith who will represent the Debtors and their current standard hourly rates are: Professional Position Billing Rate ------------ -------- ------------ Deborah D. Williamson Shareholder $450 per hour Patrick L. Huffstickler Shareholder $315 per hour Carol E. Jendrzey Shareholder $275 per hour Thomas Rice Associate $240 per hour Michelle T. Latham Paralegal $90 per hour Headquartered in Madison, Georgia, Avado Brands, Inc. -- http://www.avado.com/-- is a restaurant brand group that grows innovative consumer-oriented dining concepts into national and international brands. The Company filed for chapter 11 protection on February 4, 2004 (Bankr. N.D. Tex. Case No. 04-31555). Deborah D. Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith Incorporated represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $228,032,000 in total assets and $263,497,000 in total debts. BOSTON HEART: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Boston Heart Foundation, Inc. 139 Main Street Cambridge, Massachusetts 02142 Bankruptcy Case No.: 04-10647 Type of Business: The Debtor is an independent, non-profit organization dedicated to the prevention, diagnosis, and treatment of cardiovascular disease through research, teaching, and patient care. The Debtor employs doctors who are specialists in lipid disorders, cardiology, cardiac radiology, pediatrics, medical engineering, clinical and basic research. See http://www.bostonheart.org/ Chapter 11 Petition Date: January 28, 2004 Court: District of Massachusetts (Boston) Judge: Carol J. Kenner Debtor's Counsel: Janet E. Bostwick, Esq. Janet E. Bostwick, P.C. 295 Devonshire Street Boston, MA 02110 Tel: 617-956-2670 Estimated Assets: $1 Million to $10 Million Estimated Debts: $100,000 to $500,000 Debtor's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Linden Ltd. Partnership Lease $89,775 Mass. Inst. of Technology Trade $65,422 B. Braun Medical, Inc. Trade $18,621 Promutual Group Trade $7,389 Quest Diagnostics Trade $7,161 Blue Cross/Blue Shield of Trade $5,188 Mass. Atherex, LLC Erroneous transfer $5,000 Commonwealth of MA Trade $4,595 Doctors' Billing Inc. Trade $3,699 Teachers Ins. & Annuity Trade $3,103 Assoc. Marlborough Street Trade $2,000 Associates Verizon Trade $1,500 Nstar Electric Trade $972 Landauer, Inc. Trade $902 The Hartford Trade $719 F.D.I. Medical Fitness Trade $574 Distributors, Inc. IOS Capital Trade $568 Stericycle Inc. Trade $468 Cambridge Trust Co. Trade $396 American Aqua Systems Inc. Trade $350 BROOKFIELD GROUP: Case Summary & 113 Largest Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: Brookfield Group, L.L.C. dba SciTech Rapid Solutions dba SciTech Machine Precision Solutions dba Brookfield Machine dba Brookfield Rapid Solutions dba Brookfield Innovations dba Pronto Plus 62 Central Street West Brookfield, Massachusetts 01585 Bankruptcy Case No.: 04-40413 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Mill Valley Molding, L.L.C. 04-40417 Wilderness Mold, L.L.C. 04-40418 Day's Properties, L.L.C. 04-40419 Day's Molding & Machinery, L.L.C. 04-40420 Accutech Plastics, Inc. 04-40421 Golston Company 04-40422 Type of Business: SciTech is a custom injection molder providing creative solutions with services like prototype metal casting, production tooling and machining. See http://www.scitechplastics.com/ Chapter 11 Petition Date: January 28, 2004 Court: District of Massachusetts (Worcester) Judge: Henry J. Boroff Debtors' Counsel: J. Robert Seder, Esq. Philip F. Coppinger, Esq. Seder & Chandler 339 Main Street Worcester, MA 01608 Tel: 508-757-7721 Estimated Assets: $1 Million to $10 Million Estimated Debts: $10 Million to $50 Million A. Brookfield Group's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Texaco Refining & Mark $129,844 3D Systems, Inc. $102,070 DSM Desotech, Inc. $55,805 Atlantic Industrial Models $41,775 MSC Industrial Supply $25,795 Mikron Bostomatic $21,830 Advantage Mold Inc. $18,571 Central MA Machine Inc. $18,540 Warner Specialty Products $18,100 Plastic Express Corporation $17,763 Blue Cross Blue Shield $15,556 GE Polymerland $15,444 Howell MacDuff, Co. Inc. $14,809 MSC Industrial Supply Co. $13,992 Business Credit Card Services $11,811 Nessteal Inc. $11,036 MFS Retirement Serv. Inc. $10,660 Advanced Prototype Specialists $10,303 Southbridge Sheet Metal $9,339 Fallon Community Health Plan $9,226 B. Mill Valley Molding's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Daiichi Jitsugyo America, Inc. $200,854 Dynaroll Corp. $62,910 V.J. Technologies, Inc. $57,564 National Plastics Network $50,428 Star Automation Inc. $41,078 Tricona $38,794 Valentine Tool & Stampling $21,560 Dependable Business Alt., Inc. $21,256 Blue Cross & Blue Shield $19,842 Swanson Tool & Die, Inc. $19,107 DB Roberts Company $18,682 Ashland Chemical $13,431 Stik-II Products $12,622 GE Polymerland $11,676 Agentry Staffing Services, Inc. $11,590 United Personnel Services, Inc. $11,036 FJO, Inc. $9,940 Clean Room Engineering $9,919 CIT Group/Equipment Financing $9,039 University of Massachusetts $8,375 C. Wilderness Mold's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Sonnenchein Nath & Rosental $59,090 McGladrey & Pullen, LLP $52,000 GE Capital $40,667 Metro Mold & Design $31,685 Weldon Machine Tool Inc. $29,842 A.I. Credit Corp. $28,942 Blue Cross Blue Shield of MA $26,084 GI Plastek $25,970 Unigraphics Solutions, Inc. $21,514 Edro Engineering $20,358 SSG Capital Advisors, LP $20,000 Newman & Company $17,600 Town of Hatfield $16,288 Husky Injection Molding System $16,032 MSC Industrial Supply Co. $15,608 Nutmeg Chrome Corporation $15,434 MN Associates $14,891 Penro $13,660 Ten Adams Mktg. & Adv. $13,619 Pleasant Precision, Inc. $13,479 D. Day's Properties' 1 Largest Unsecured Creditor: Entity Claim Amount ------ ------------ Sturgis Bank $514,117 125 E. Chicago Road P.O. Box 600 Sturgis, MI 49091 E. Day's Molding & Machinery's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ DM & M Holding, Inc. $1,180,002 c/o Gary A. Day 20938 Watson Road White Pigeon, MI 49099 National Plastics Network $79,453 The Machinery Center $70,000 Ashland Chemical Company $65,289 U.S. Bankcorp. $46,252 Retro-Enterprises, Inc. $44,682 Perry Personnel Plus, Inc. $43,299 Cyro Industries $43,065 Warsaw Supply $33,187 Journeyman Tool & Mold $25,250 Yushin America, Inc. $21,786 Optical Gaging Products $20,982 National Tool & Mfg. Co. $20,330 Images of Lenawee County $19,275 Milacron Marketing Co. $18,950 Noveon, Inc. $15,160 Sturgis Bank & Trust Company $13,995 Valu Tec, Inc. $13,100 Refrigerated Services, Corp. $11,741 Windward Trading Company $11,193 F. Accutech Plastics' 12 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Alan S. Adams $400,000 27 Jefferson Road Franklin, MA 02038 Edward J. Penders $400,000 25 Browning Road Shrewsbury, MA 01545-1405 Minalex Corporation $56,143 Abacus Automation Inc. $54,439 Mar Lee Mold Company $17,244 Masstechmold $13,130 Constellation New Energy $11,299 M. Holland Company $10,055 Massachusetts Electric $9,899 Clariant (Molden) $9,558 The Lappin Company, Inc. $9,152 MFS Retirement Services, Inc. $8,867 G. Golston Company's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Texco Resin Distribution $20,485 Provident Financial $11,440 Velcro USA Inc. $11,289 Bank One $10,632 Flambeau Products Corp. $9,540 Triangle Temporaries Inc. $8,336 United Healthcare $7,357 Ammersal Beltech, Inc. $6,945 Mir Inc. $4,565 Boston Felt Inc. $4,403 DB Roberts Co. Inc. $3,762 United Parcel Service Inc. $3,461 Thompson & Gustavson LLP $2,913 Harris Packaging Corp. $2,761 Economy Spring Co. Inc. $2,380 E.N. Murray Company, Inc. $2,186 RTP Company $2,185 Humphrey & Associates Inc. $2,020 Tax Resource Network $1,744 Carrier Repair Parts Company $1,451 BUDGET GROUP: Court Gives Nod for BRAC & BRACII Settlement Pact --------------------------------------------------------------- On February 24, 2003, the Court approved the sale of the Budget Group Debtors' remaining car and truck rental assets in Europe, the Middle East and Africa to Avis Europe plc and Zodiac Europe Ltd, pursuant to that January 21, 2003 Asset Purchase Agreement by and among BRAC Rent a Car Corporation, BRACII Rent-A-Car International Inc., the U.K. Administrators in their capacity as administrators in the U.K, Administration Proceedings, Budget France S.A., Budget Rent-A-Car Espana S.A., and Budget Rent a Car GmbH and Avis Europe. The February 24 Order also authorized the Debtors to hold the proceeds received from the EMEA Sale in a bank account in the United States with the consent of the U.K. Administrators. The transactions contemplated by the Avis Europe APA were consummated on March 11, 2003. Following consummation of the transactions contemplated by the Cendant ASPA and the Avis Europe APA, disputes arose between BRAC, on the one hand, and BRACII, on the other hand, regarding the appropriate allocation to the various Debtors' estates of the Cendant Sale Proceeds and the Avis Europe Sale Proceeds. In addition, certain intercompany claims were asserted by and between the U.S. Estates, on the one hand, and BRACII, on the other hand. Upon the Creditors Committee's request and pursuant to an August 15, 2003 Order, the Court appointed the Committee as representative of the U.S. Estates for purposes of litigating the disputes between the U.S. Estates and BRACII. Similarly, the Court recognized the U.K. Administrators as representative of BRACII. In addition, the Court, pursuant to an August 21, 2003 Order, established procedures for resolving, inter alia, the Allocation Issues and the U.S.-U.K. Intercompany Claims. The Settlement After substantial negotiations, the Creditors Committee, on behalf of the U.S. Estates, and the U.K. Administrators, on behalf of BRACII, agreed to resolve fully and finally all issues. In settlement of their disputes, the parties agreed to execute a settlement agreement, the salient terms of which are: (1) Allocation of the Cendant Sale Proceeds. One Hundred Percent of the Cendant Sale Proceeds will be allocated to the U.S. Estates. None of the Cendant Sale Proceeds will be allocated to BRACII; (2) Allocation of the Avis Europe Sale Proceeds. One Hundred Percent of the Avis Europe Sale Proceeds, less the U.S. Estates' Allocation Amount and the Claims Reserve Amount, will be allocated to BRACII. The U.S. Estates' Allocation Amount will be allocated to the U.S. Estates. The U.S. Estates' Intercompany Claims will be deemed disallowed in their entirety for purposes of receiving distributions of the Avis Europe Sale Proceeds; (3) U.S. Estates' Administrative Claims. Any and all of the U.S. Estates' Administrative Claims will, as of the Effective Date, be released, remised and forever discharged; (4) BRACII Claims Reserve. On the Effective Date, a segregated fund not to exceed $3,050,000 will be established from the Avis Europe Sale Proceeds, which fund will be used towards satisfying allowed and unpaid Chapter 11 Administrative Expense and Priority Claims and the fees and expenses of the BRACII Nominee and any professionals retained by the person or entity. Any funds remaining in the BRACII Claims Reserve following satisfaction of the Chapter 11 Administrative Expense and Priority Claims and the fees and expenses of the BRACII Nominee and its professionals will be returned to BRACII. The Net Cash Proceeds of the Sixt Litigation will be allocated among the Debtors: (a) 100% of BRACII's Allocation Amount to BRACII, and, thereafter; (b) 50% of the balance of the Net Cash Proceeds of the Sixt Litigation to BRACII and 50% of the balance of the Net Cash Proceeds of the Sixt Litigation to the U.S. Estates; (5) Conduct of the Sixt Litigation. The U.K. Administrators will have sole authority to prosecute, defend, settle or otherwise compromise the Sixt Litigation and will have sole responsibility and obligation for the payment of all Costs and Expenses incurred in connection with the prosecution or administration of the Sixt Litigation. Moreover, the U.K. Administrators, in their discretion, will have the sole authority to voluntarily dismiss, discontinue, settle or otherwise compromise the Sixt Litigation without obtaining the consent of the U.S. Estates, the Committee, or any other party-in-interest, or the approval of the Bankruptcy Court; (6) Administration of the Avis Europe Escrow Accounts. The U.K. Administrators will have sole responsibility for the administration of the Avis Europe Escrow Accounts and may settle or otherwise compromise any claims relating to the Avis Europe Escrow Accounts without obtaining the consent of the U.S. Estates, the Creditors Committee or any other party-in-interest. The U.K. Administrators will also have sole responsibility and obligation for the payment of all Costs and Expenses incurred in connection with or relating to the administration of the Avis Europe Escrow Accounts or the resolution of any claims. The U.K. Administrators will have the sole authority to prosecute, defend, settle, dismiss or otherwise compromise the Jaeban Proceedings. Any voluntary dismissal, settlement or other compromise of the Jaeban Proceedings will be subject to Bankruptcy Court approval and any objection that the Committee may assert in the Bankruptcy Court to the proposed voluntary dismissal, settlement or other compromise; (7) Professional Fees. BRACII will pay EUR40,828 of the Eversheds Fees plus 100% of any VAT payable thereon will be paid by the U.S. Estates. That portion of the Sidley Fees that were incurred by attorneys located in Sidley's London office will be paid by BRACII and the remainder of the Sidley Fees will be paid by the U.S. Estates. Except as otherwise set forth in the Settlement Agreement, the Unpaid BRACII Professional Fees will be paid by the U.S. Estates; and (8) Release. The U.S. Estates and the Committee, on the one hand, and BRACII and the U.K. Administrators, on the other hand, agree to the mutual release of any and all claims and causes of action that arose at any time prior to, or that may arise on, the Effective Date of the Settlement Agreement. Accordingly The U.K. Administrators and the Creditors Committee, on behalf of the U.S. Estates and BRACII, sought and obtained the Court's authority, pursuant to Section 105 of the Bankruptcy Code and Rule 9019(a) of the Federal Rules of Bankruptcy Procedure, to enter into the Settlement Agreement and thereby settle and resolve all issues between the U.S. Estates and BRACII. The Settlement Agreement provided for the mutual release of all intercompany claims between the U.S. Estates and BRACII. Headquartered in Daytona Beach, Florida, Budget Group, Inc., operates under the Budget Rent a Car and Ryder names -- is the world's third largest car and truck rental company. The Company filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq., at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor, LLP, represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed $4,047,207,133 in assets and $4,333,611,997 in liabilities. (Budget Group Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000) DYNEGY INC: Elects to Expand Business Relationship with CyrusOne ---------------------------------------------------------------- CyrusOne announced that Dynegy, Inc. (NYSE:DYN) has elected to expand and extend their contract with CyrusOne for the next five years. Under their contract, CyrusOne provides a variety of technology services to Dynegy including production hosting and business continuity solutions. With corporate headquarters in downtown Houston and energy assets and operations throughout the United States, Dynegy provides electricity, natural gas and natural gas liquids to wholesale customers in the United States and to retail customers in the state of Illinois. CyrusOne's team of engineers will continue working with Dynegy to manage their systems, as well as identify opportunities that could save the energy company future capital and monthly expenses. "It's incredibly satisfying to our team to know that a company like Dynegy values our work and chooses to continue this relationship. We are committed to providing each of our clients the highest quality and flexibility of service to augment their in-house staff and let them focus on their business objectives. I believe that Dynegy's decision to extend this relationship is a vote of confidence that we are accomplishing these goals," commented David Ferdman, CEO of CyrusOne. The CyrusOne and Dynegy business relationship originated more than two years ago when Dynegy was looking for a local solution for their hosting and business continuity needs. Dynegy required a partner that could provide more than a secure and redundant facility, and in the end it was the expertise of CyrusOne's technical staff and the creativity of their solution that served as the critical factors in their decision. With customers across the United States depending on Dynegy for their energy needs, the company recognized the importance of integrating a comprehensive business continuity strategy as part of their overall operating plan. "Our original decision to select CyrusOne as a hot site was a tactical business decision that has enabled us to quickly and proactively deploy critical personnel without incurring additional costs," stated Blake Young, executive vice president and chief administrative officer of Dynegy. "The additional services that CyrusOne will provide will ensure that we continue to meet internal technology services commitments and business obligations." The first company in their industry to offer their clients a 100% availability guarantee, CyrusOne has seen considerable growth since first opening its doors in Houston several years ago to provide hosting, remote monitoring, application management and business continuity solutions. About CyrusOne CyrusOne is a leading full service IT firm providing managed hosting, remote monitoring, colocation and managed services to companies to enhance the performance and efficiency of their critical business applications. With a customer-centric focus, CyrusOne was the first within the industry to offer a 100% availability guarantee and remains committed to delivering solutions and services that ensure application availability, data security, and superior network performance. Many clients, including emerging service providers and Fortune 500 companies, leverage the redundancy and security of CyrusOne's next generation facility to host and manage their critical applications, servers, and network infrastructure. For additional information on the company, visit http://www.cyrusone.com/ About Dynegy Dynegy Inc. (S&P, B Corporate Credit Rating, Negative) provides electricity, natural gas and natural gas liquids to wholesale customers in the United States and to retail customers in the state of Illinois. The company owns and operates a diverse portfolio of energy assets, including power plants totaling approximately 13,00 megawatts of net generating capacity, gas processing plants that process more than 2 billion cubic feet of natural gas per day and approximately 40,000 miles of electric transmission and distribution lines. DYNTEK: Secures $3.5MM Financing from Private Placement Offering ---------------------------------------------------------------- On January 30, 2004, DynTek Inc. closed the private placement of a $3,500,000 principal secured convertible three-year term note with the Laurus Master Fund, Ltd. in an offering exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Rule 506 of Regulation D promulgated under the Act. This note bears interest at the Prime Rate (which under no circumstances will be considered to fall below 4%) plus 1% (currently 5%), with interest payable monthly on a current basis commencing in March 2004 and level payments of principal commencing August 1, 2004. The note is convertible to DynTek common stock at the option of the investor. DynTek's monthly payments of principal and accrued interest under the note may be made by delivering common stock shares instead, if at the time such stock payment is delivered (i) there exists an effective registration statement covering the distribution of such shares by the investor and (ii) the market price for such shares is greater than 115% of $.90 per share, the price fixed for conversion to common stock of amounts outstanding under the note. Subject to the same restrictions on stock payments of monthly accrued interest and principal, the entire principal and accrued interest of the note may be prepaid in common stock. Any amounts of note principal paid in cash, including prepayments of the entire note principal, shall be subject to a 2% premium payment (which is increased to a 4% premium payment in the event that an effective registration statement covering the conversion shares is not in place). As part of the transaction, Laurus Funds also received a five-year warrant to purchase 425,000 shares of DynTek common stock, exercisable as follows: 125,000 shares at $1.1225 per share; 175,000 shares at $1.347 per share; and 125,000 shares at $1.5715 per share. Distribution by Laurus Funds of all of the common stock shares subject to note conversion and issuable upon exercise of the warrant will be registered under the terms of a Registration Rights Agreement, which registration statement must be declared effective by the Securities and Exchange Commission no later than August 29, 2004. Payment of all principal and interest under the note, as well as performance of the obligations of DynTek and its wholly-owned subsidiary, DynTek Services, Inc., under all of the ancillary agreements entered into by DynTek and DynTek Services in connection with the sale of the note and warrant, are secured by a perfected security interest in favor of Laurus Funds in all of the assets of both DynTek and DynTek Services. DynTek paid a closing fee equal to $122,500 to the manager of Laurus Funds, agreed to make renewal payments to such affiliate equal to .5% of outstanding note principal on each anniversary of the closing and paid $29,500 as reimbursement for the investor's legal and due diligence expenses. As of September 30, 2003, the company had a working capital deficiency of approximately $10 million. For the quarter ending Dec. 31, 2003, the company reports a $5.4 million loss. For the six months ending Dec. 31, 2003, the company reports a $7.2 million net loss. ELAN: Executive VP Seamus Mulligan Leaving After Restructuring -------------------------------------------------------------- Elan Corporation, plc announced that Seamus C. Mulligan, executive vice president, business and corporate development, is leaving the company upon the successful completion of its recovery plan. Mr. Mulligan is leaving to actively pursue other opportunities within the pharmaceutical industry. Mr. Mulligan, who joined Elan in 1984, managed the Elan Enterprises business unit since July 2002, when the company announced a recovery plan to restructure its businesses, assets and balance sheet. Mr. Mulligan played a pivotal leadership role in executing this plan, with responsibility for the company's asset divestitures and joint venture restructurings. The recovery plan resulted in divestiture proceeds of more than $2 billion, $500 million ahead of the announced target of $1.5 billion. Elan announced the successful conclusion of the plan and the end of operations for its Elan Enterprises business unit last week. Kelly Martin, Elan president and CEO, commented, "We appreciate Seamus's many contributions and devotion to Elan, especially in the last 20 months, and wish him well in his future endeavours." About Elan Elan is focused on the discovery, development, manufacturing, sale and marketing of novel therapeutic products in neurology, severe pain and autoimmune diseases. Elan (NYSE: ELN) shares trade on the New York, London and Dublin Stock Exchanges. As previously reported, Standard & Poor's Ratings Services revised its outlook on Elan Corp. PLC to positive from stable. At the same time, Standard & Poor's affirmed its 'B-' corporate credit and senior unsecured debt ratings on Elan, as well as its 'CCC' subordinated debt rating. EL PASO: Sells El Paso Oil & Gas Canada, Inc. for $346 Million -------------------------------------------------------------- El Paso Corporation (NYSE: EP) announced that it has agreed to sell El Paso Oil and Gas Canada, Inc. to BG Group for approximately US$346 million. The sale encompasses approximately 690,000 net acres of leasehold, including properties that had an average production rate of 57 MMcfe/d, net to El Paso's interest, as of December 31, 2003. This transaction, which is expected to close in March 2004, covers all of El Paso's Canadian assets with the exception of the Caribou natural gas processing plant, firm capacity on the Alliance pipeline system, and interests in Nova Scotia. El Paso will use the proceeds from this transaction to repay debt and for other corporate purposes. "We are making excellent progress on the asset-sales goal in our long-range plan," said Doug Foshee, president and chief executive officer of El Paso. "In roughly two month's time, we have contracted for every major asset sale that was assumed in our December plan." This sale supports El Paso's recently announced long-range plan to reduce the company's debt, net of cash, to approximately $15 billion by year-end 2005. To date, the company has announced or closed approximately $2.9 billion of the $3.3 to $3.9 billion of assets sales targeted under the plan. El Paso Corporation's (S&P, B Corporate Credit Rating, Negative Outlook) purpose is to provide natural gas and related energy products in a safe, efficient, dependable manner. The company owns North America's largest natural gas pipeline system and one of North America's largest independent natural gas producers. For more information, visit http://www.elpaso.com/ ENCOMPASS: Demands Recovery of $217K Cash True-Up from Oil Capital ------------------------------------------------------------------ On December 30, 2002, Encompass Services Holding Corporation and Oil Capital Electric, LLC, an Oklahoma domestic limited liability company that conducts business in the State of Texas, entered into a Purchase and Sale Agreement. Under the Agreement, Encompass Electrical Technologies, Inc., and Encompass Central Plains, Inc., sold all of their assets to Oil Capital for $3,300,000, plus certain adjustments. According to Courtney Tippy, Esq., at Bracewell & Patterson, LLP, in Houston, Texas, the Agreement provides that: "Within 30 days following the Closing Date, the Seller shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on November 30, 2002, and ending as of the Closing, the cash disbursements funded by the Seller, Encompass or any of their affiliates for the benefit of the Seller (the "Disbursements"), and cash deposits made by the Seller (the "Deposits"). Within three business days following the Buyer's receipt of such schedule, (i) the Buyer shall remit to the Seller in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Seller shall remit to the Buyer, in like manner and within such period, the amount by which the Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Seller or Encompass on behalf of the Buyer, including checks issued by the Buyer subsequent to November 30, 2002, but before the Closing that have not cleared the banks as of the Closing, and Deposits shall include, but not be limited to, actual cash amounts received by the Seller or Encompass on behalf of the Buyer subsequent to November 30, 2002, but before the Closing that have not been reflected in the Seller's accounts as of the Closing." Ms. Tippy tells the Court that the "Closing" is defined as occurring on or before 1l: a.m. on December 31, 2002. Moreover, Ms. Tippy notes that the receipts and disbursements during the relevant period are: Receipts And Disbursements Amount -------------------------- ------ Intercompany disbursements through December 31, 2002 $1,959,107 Intercompany receipts through December 31, 2002 ($1,202,863) Intercompany disbursements through January 23, 2003 $71,225 Corporate insurance paid by Encompass $60,013 401(k) expense paid by Encompass - December $30,417 Health Insurance paid by Encompass - December $108,426 Wright Expense paid by Encompass - December $3,627 ----------- Total Cash True Up $1,029,982 =========== Oil Capital, however, paid only $812,317 to the Debtors on June 20, 2003, claiming entitlement to certain impermissible adjustments. The current outstanding balance owed by Oil Capital totals at least $217,665. Ms. Tippy contends that the debt is property of the estate and is subject to turnover pursuant to Section 542(b) of the Bankruptcy Code. The Debtors are entitled to immediate payment under the terms of the Agreement. The Debtors have made a demand for the amount owed, but Oil Capital refused to comply with the demand. The Agreement between the parties, Ms. Tippy maintains, is a valid and enforceable contract. Pursuant to the Agreement, the Debtors are entitled to a cash true-up of $217,665. By its refusal to pay the amount owed to the Debtors, Oil Capital has breached the Agreement and damaged the Debtors. Accordingly, the Debtors ask the Court to: (a) direct Oil Capital to immediately turn over all property of their Chapter 11 estate; (b) award them damages for Oil Capital's breach of contract not less than $217,665; and (c) award them their lawful interest, court costs and attorneys' fees as allowed by law. (Encompass Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000) ENRON: Obtains Clearance for Employee Claims Settlement Protocol ---------------------------------------------------------------- Enron Corporation and its debtor-affiliates sought and obtained Court approval for the proposed procedures to settle certain de minimis employment-related claims, pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure. The Debtors will settle employee-related claims where the settlement amount does not exceed $20,000 per individual employee and $2,000,000 in the aggregate for all de minimis employee settlements under these procedures: (a) The Debtors will provide the Creditors Committee a summary of the terms of each proposed settlement; (b) If the Creditors Committee objects within 10 days after the date of transmittal of the Settlement Summary, the Debtors, in their sole and absolute discretion, may: (i) seek to renegotiate the proposed settlement and submit a revised Settlement Summary to the Creditors Committee in connection therewith; or (ii) file a motion pursuant to Bankruptcy Rule 9019 with the Court seeking approval of the proposed settlement; (c) In the absence of an objection to a proposed settlement by the Creditors' Committee, the Debtors will be deemed authorized, without further order of the Court, to consummate the settlement described in the Settlement Summary; (d) The Debtors will file with the Court reports of all settlements entered into by the Debtors during the quarter. The reports will set forth the name of the party with whom the Debtors have settled, the general nature of claims asserted by the party, the amounts, if any, asserted to be due and owing, and the amounts individually, and in the aggregate for which all claims have been settled; and (e) The Debtors will serve copies of the reports on (i) the U.S. Trustee, (ii) the attorneys for the Debtors' postpetition lenders, (iii) the attorneys for the Creditors' Committee; and (iv) the attorneys for the Employment Committee. (Enron Bankruptcy News, Issue No. 97; Bankruptcy Creditors' Service, Inc., 215/945-7000) ENRON: Seeks Nod to Start Pension Plan Termination Proceedings -------------------------------------------------------------- Pursuant to Sections 105 and 363 of the Bankruptcy Code, Enron Corporation, Garden State Paper LLC, Enron Facility Services, Inc. and San Juan Gas Company, Inc. seek the Court's authority to: (a) commence the "standard termination" proceedings for the Debtors' defined benefit pension plans; (b) execute plan amendments in connection with the standard termination proceedings; and (c) fund the plans and annuitization of benefits thereunder, for an aggregate amount of $200,000,000 and purchase commercial annuities to provide for the future payment of benefits under the Pension Plans. The Enron Corp. Cash Balance Plan Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York, relates that in general, employees of Enron and certain of its affiliates were eligible to participate in the Enron Plan upon reaching age 21. Effective December 31, 2002, participation in the Enron Plan was frozen and no additional employees may become eligible to participate in the Enron Plan. As of that date, there are 15,760 participants with accrued benefits pursuant tot the Enron Plan. According to Mr. Rosen, originally, benefits under the Enron Plan were determined according to a "final average pay" formula through which participants earned a benefit equal to a percentage of their average pay during their final five years of employment. Effective January 1, 1987, Enron adopted the Enron Corp. Employee Stock Ownership Plan. Thus, from January 1, 1987 through December 31, 1994, the Enron Plan and the ESOP were interconnected and formed part of what is called a "floor offset arrangement." Under this arrangement, the benefit earned under the Enron Plan was "offset" by amounts credited to a participant under the ESOP. In 1995, Enron amended the Enron Plan, freezing the offset and converting to a "cash balance" benefit formula. Pursuant to the cash balance formula, each participant had a hypothetical account in the plan, which accrued annual "cash balance" credits of 5% of pay and interest credits based on the average yield of 10-year U.S. Treasury bonds. At the time of the conversion to the cash balance formula, Enron determined that a relatively small percentage of employees, who tended to be older and closer to retirement, would potentially receive a greater benefit if the pre-1995 benefit formula remained in effect. To protect this group, all employees who were at least 50 years old with five or more years of service on January 1, 1995, were made eligible to receive a benefit calculated as the greater of what was earned under the old plan formula through December 31, 1994 or the benefit earned under the cash balance formula. Enron Plan Participants continue to earn interest credits on their plan accounts, and will continue to do so until the Enron Plan is terminated. Mr. Rosen notes that the funding of defined benefit pension plans is governed by the Tax Code and the ERISA. Although Section 412(a) of the Tax Code and Section 302 of the ERISA prescribe minimum funding rules for pension plans, there are limits on how much a plan sponsor can contribute to a pension plan, including limits on deductibility under Section 404 of the Tax Code, and the full funding limitation under Section 412(c)(7) of the Tax Code. Because of the interplay among the statutory provisions and the performance of plan-related investments, in addition to many other factors, pension plans are not always fully funded. The Debtors estimate that, as of December 31, 2002, the Enron Plan had total assets of $172,000,000 and total benefit liabilities of $354,000,000. Consequently, subject to the resolution of the tax-related matters, the Debtors estimate that $182,000,000 must be contributed to the Enron Plan to fully fund the benefits thereunder, to annuitize benefits afforded pursuant to the Plan and to permit the Debtors to complete the "standard termination" of the Enron Plan. At the time Enron froze Enron Plan's "floor offset arrangement," Mr. Rosen reports that it filed a "determination letter" request with the Internal Revenue Service. Through the determination letter process, a tax-qualified retirement plan sponsor can seek the IRS's determination that a plan is tax-qualified under Section 401(a) of the Tax Code. Both Enron's amendment of the Enron Plan and conversion to a cash balance benefit formula were predicated on the IRS's favorable ruling as to the Enron Plan's tax-qualified status, as modified, which were received on January 22, 1997 and December 20, 1995. In addition, the U.S. Department of Labor provided an advisory opinion regarding the freeze/conversion process on December 9, 1994. Since Enron's Petition Date, Mr. Rosen tells the Court, the IRS has raised certain issues concerning the manner in which the Debtors eliminated the "floor offset arrangement" and Enron's compliance with the Tax Code in that regard. The Debtors disagree with the IRS's position regarding this matter. In the event of an adverse determination regarding the tax-qualified status of the Enron Plan, the Debtors reserve the right to request further relief. Because of the relatively brief period for which the cash balance benefit formula has been in effect, the bulk of the benefit liability under the Enron Plan was earned under the "final average pay" formula and ultimately would be paid to participants in the form of annuities. The Debtors propose that, pursuant to the Enron Plan's "standard termination," the annuity obligations be secured through the purchase of annuity contracts from commercial insurance carriers with payments commencing at retirement, or earlier under certain circumstances. Upon the successful completion of a "standard termination," the Debtors believe that the balance of benefits will most likely be paid in lump sum cash payments that participants will have the option to roll over to plans of a new employer or individual retirement arrangements to avoid immediate taxation. However, participants will have the option to elect annuity forms of benefit payment. Notwithstanding, Mr. Rosen clarifies that it is possible that the participants may lose the ability to receive tax-free rollover payments of their benefits if the IRS reverse its prior position and issues an adverse determination as to the tax-qualified status of the Enron Plan. The Garden State Plan The Garden State Plan was originally adopted effective August 28, 2000, when certain assets were spun out of the pension plan maintained by Media General, Inc. -- the entity that sold the mill business and recycling businesses to Garden State. Substantially all of the assets of Garden State were sold pursuant to Court orders. Garden State's remaining officers and directors continue to act on behalf of Garden State in its capacity as administrator of the Garden State Plan. Mr. Rosen informs the Court that as of December 31, 2001, there are 134 participants with accrued benefits under the Garden State Plan. Benefits under the Garden State Plan accrued under a "final average pay" formula, whereby participants earned a monthly benefit that is a percentage of their final average compensation. The Debtors estimate that, as of August 31, 2003, the Garden State Plan had $656,606 total assets and $1,065,721 in benefit liabilities. Thus, the Debtors estimate that $409,115 must be contributed to the Garden State Plan to fully fund the plan, to permit them to annuitize benefits under the plan in accordance with applicable law and complete the "standard termination" of the Garden State Plan. Upon the successful completion of the standard termination, the benefit liabilities under the Garden State Plan will be satisfied through the purchase of commercial annuities, which will commence payments to the participants at retirement age, or earlier in certain circumstances. The EFS Plan The EFS Plan was adopted effective January 1, 1981. The EFS Plan is administered by Enron Energy Services Operations, Inc. Pursuant to Court orders, substantially all of the EESO assets were sold. EESO's remaining officers and directors continue to act on behalf of EESO in its capacity as administrator of the EFS Plan. Enron anticipates that, once the remaining EESO assets are sold, either the EFS Plan will be transferred to the buyer of the assets, EESO's remaining officers and directors will continue to act on behalf of EESO as EFS Plan administrator, or Enron will assume the sponsorship and administration of the EFS Plan. In this event, the EFS Plan will remain within the Enron-controlled group of corporations. According to Mr. Rosen, as of December 31, 2002, there are 2,180 participants with accrued benefits under the EFS Plan. Benefits under the EFS Plan are accrued under a "final average pay" formula, whereby participants earn a monthly benefit that is a percentage of their final average compensation. For certain participants, benefits are determined under a "floor offset arrangement" between the EFS Plan and the Limbach Holdings, Inc. Profit Sharing Retirement Plan that was frozen in 1989. The Debtors estimate that the total assets under the EFS Plan is $39,822,000 and benefit liabilities reach $48,132,000. Accordingly, $8,310,000 must be contributed to the EFS Plan to fully fund it, to permit the Debtors to annuitize the benefits under the plan in accordance with applicable law, and to permit the completion of a "standard termination" of the EFS Plan. Upon the successful completion of a "standard termination" of the EFS Plan, the benefit liabilities under it will be satisfied through the purchase of commercial annuities, which will commence payments to the participants at retirement age or earlier in certain circumstances. The San Juan Plan San Juan Gas LLC administers the San Juan Plan, which was originally adopted effective January 1, 1979. Pursuant to a Court order dated July 10, 2003, the liquefied petroleum gas and fiber assets of San Juan's business were sold. San Juan's remaining officers and directors continue to act as the San Juan Plan administrator. As of December 31, 2002, there are 93 participants with accrued benefits under the San Juan Plan. Benefits under the San Juan Plan are accrued under a "final average pay" formula, whereby participants earn a monthly benefit that is a percentage of their final average compensation. The Debtors estimate that, as of December 31, 2002, the San Juan Plan had total assets amounting to $627,151 and benefit liabilities of $597,257. Thus, the San Juan Plan is overfunded and nothing further must be contributed to the San Juan Plan to permit the Debtors to annuitize benefits under it in accordance with the applicable law, and to permit the completion of commencement of a "standard termination" of the San Juan Plan. Upon the successful completion of a "standard termination" of the San Juan Plan, the benefit liabilities under the San Juan Plan will be satisfied through the purchase of commercial annuities, which will commence payments to participants at retirement age or earlier in certain circumstances. Participant Benefits According to Mr. Rosen, the funding and annuitization of benefit liabilities under the Pension Plans, in accordance with applicable law, can only have a positive effect on the benefits to be received by participants. If the Court grants their request, the Debtors believe that the participants will receive the full value of their benefits, determined in accordance with the terms and conditions of the Pension Plans either through the purchase of commercial annuities or through lump sum cash payments, which the participants can receive directly or roll over to other retirement plans or individual retirement accounts. However, it should be noted that it is possible that participants in the Enron Plan may be impacted if the IRS reverses the position taken in the IRS Letters and there is a resultant adverse determination as to the tax-qualified status of the Enron Plan. Nevertheless, if the Court grants the Debtors' request, it will provide all Pension Plan participants with a substantial improvement in benefit security, even if the IRS were to issue an adverse determination as to the tax-qualified status of the Enron Plan, as the majority of the benefits were accrued under the Enron Plan's pre-amendment formula. Commencement of Termination Proceedings The Debtors intend to commence proceedings for the "standard termination" of the Pension Plans in accordance with Section 1341 of the Labor Code. The requirements for a "standard termination" include, among others, that: -- all accrued benefits are fully funded; -- certain notices and information are provided to plan participants; -- certain notices and forms are provided to the PBGC and the IRS; and -- certain approvals are received from the PBGC and the IRS. Assuming there is no adverse determination regarding the tax- qualified status of the Enron Plan, and following the Court's approval to fund the Pension Plans, each of the Debtors would adopt a proposed termination date for the Pension Plans, provide notices to participants, and make certain initial filings with the PBGC and the IRS. After the initial filings, the PBGC and the IRS would continue to review, among other things, the Pension Plans, their terms, the methodologies used to calculate liabilities and funding, and the proposed method of distribution of benefits to, or for the benefit of, plan participants. If the PBGC and the IRS do not disapprove the proposed termination, the Pension Plans and their trusts would be fully terminated. Thereafter, the Debtors believe that there would be no further liability for the Debtors and their non-debtor affiliates with respect to benefits accrued under the Pension Plans. To reduce or eliminate the PBGC's concerns regarding the Debtors' intent to fund and terminate the Pension Plans, Mr. Rosen informs Judge Gonzalez that the Debtors engaged in a series of meetings and information productions for the PBGC beginning in August 2003. During this time, the Debtors provided PBGC with documentation of assets and liabilities under the Pension Plans, participant forfeitures, the ESOP, estimates of cost to annuitize benefits under the Pension Plans, annual reports under the Pension Plans, several reconciliation of the data, meetings in person and by telephone and access to all of the Debtors' service providers under the Pension Plans. The Debtors believe that they have complied with all reasonable requests of the PBGC, and will continue to use their reasonable best efforts to do so, in addition to providing all Pension Plan information required by statute or regulation. Acceleration of Benefit Vesting Mr. Rosen relates that benefits accruing under defined benefit retirement plans are generally subject to vesting over time. In general, once a plan participant separates from service with the employer or plan sponsor, continued vesting ceases. Any portion of the benefit not vested at the time of termination of employment is subject to forfeiture. Due to the continuing decline in the Debtors' workforce and future plan reductions, the Debtors believe that it is reasonable and appropriate to amend the Pension Plans to provide immediate vesting of benefits for plan participants so that the reduction do not create the perverse incentive of reducing the Debtors' costs solely at the expense of its remaining workforce. Section 204(i)(B) of the ERISA prohibits an amendment to the plan while the employer is in bankruptcy where the amendment changes benefit accruals under the plan. If the Court grants their request, the Debtors would be able to amend the Pension Plans without running afoul of ERISA. However, because of the time it will take to have their request heard and to secure the funding, the Debtors are concerned that planned reductions in force will take place before amendments to the Pension Plan may be implemented, thus increasing the number of Pension Plan participants whose benefits are subject to forfeiture due to termination of employment. To ensure that the fewest participants possible are adversely affected, the Debtors propose to amend the Pension Plans, in their discretion, after the Court approves their request. Taking all these information in, Mr. Rosen argues that the Debtors' request should be granted because: * If the Pension Plans are terminated during these Chapter 11 cases while underfunded, the PBGC's contingent claims may mature and become liquidated; * The calculation of liability for underfunded Pension Plans, based on PBGC regulations, could be higher than if the Debtors were to fully fund the benefit liabilities as part of a "standard termination" of the Pension Plans; * The PBGC may be entitled to perfect a statutory tax lien against a plan sponsor's non-debtor ERISA controlled group members for unfunded benefits in an amount that can be no more than 30% of the collective net worth of the controlled group; * The PBGC's ability to assert claims and liens against non- debtor members of the Debtors' controlled group may allow it access to value in non-debtor interests that could result in the PBGC priming the Debtors' other creditors and at a far greater ultimate cost to the Debtors and their non-debtor affiliates than if the Debtors were to fund and terminate the Pension Plans voluntarily pursuant to a "standard termination"; * The proposed process by which the Debtors will fund, terminate and annuitize benefits under the Pension Plans is subject to the regulations of the PBGC, the IRS and the Labor Department and will, therefore, be done in a manner that ensures compliance with applicable law; * The funding of the Pension Plans will not adversely affect the plan participants and is consistent with the interests of the Debtors' creditors; * Funding the Pension Plans for "standard termination" and annuitizing benefits will provide the Debtors with the most cost-effective method of funding the Pension Plans and minimizing or eliminating the PBGC's interest in the Debtors' Chapter 11 cases; and * Upon successful completion of a "standard termination" of each of the Pension Plans, the PBGC's contingent claims, aggregating $424,100,000, against the Debtors will be eliminated, which will enhance the value of the Debtors' assets. (Enron Bankruptcy News, Issue No. 98; Bankruptcy Creditors' Service, Inc., 215/945-7000) EXCALIBUR IND: Shoos Away Cross & Installs Malone as New Auditor ---------------------------------------------------------------- On January 19, 2004, Excalibur Industries, Inc., dismissed Cross and Robinson as its independent accountants, and the Company has engaged Malone & Bailey, PLLC as independent accountants. The accountant's reports of Cross and Robinson on the Company's financial statements as of, and for, the year ended December 31, 2002 stated that Excalibur's recurring losses from operations, its significant acquisition and operating debt, some of which is in default, and its net capital deficiency all raise substantial doubt about Excalibur's ability to continue as a going concern. The decision to change accountants from Cross and Robinson to Malone & Bailey, PLLC was approved by the Company Board of Directors. The engagement of Malone & Bailey, PLLC was made on January 26, 2004. EXIDE TECH: Court Okays Monroe Mendelsohn's Retention as Expert --------------------------------------------------------------- The Exide Technologies Debtors sought and obtained the Court's authority to employ Walter McCullough, Chief Executive Officer of Monroe Mendelsohn Research, Inc., as an expert witness in connection with a lawsuit concerning EnerSys' objection to their rejection of certain executory contracts, nunc pro tunc to November 7, 2003. Mr. McCullough, and other professionals at Mendelsohn will: (a) render any requested advice or expert opinion that may be required to assist in the Lawsuit; (b) provide information relevant to the Survey Issue; (c) possibly testify before the Court as witness for the Debtors; and (d) perform all other services for the Debtors, which may be necessary and proper in furtherance of the matters for which Mr. McCullough is being employed. The Debtors will compensate Mendelsohn on behalf of Mr. McCullough's services on an hourly basis. The Debtors will also reimburse the firm for actual, necessary expenses and other charges incurred. The firm's current standard hourly rates are: Walter McCullough $500 Senior Project Managers 200 Clerical Staff 25 - 100 Headquartered in Princeton, New Jersey, Exide Technologies is the world-wide leading manufacturer and distributor of lead acid batteries and other related electrical energy storage products. The Company filed for chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors in their restructuring efforts. On April 14, 2002, the Debtors listed $2,073,238,000 in assets and $2,524,448,000 in debts. (Exide Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000) EXTENDICARE: Sells 2 Ontario Facilities to Chartwell for $19.6MM ---------------------------------------------------------------- Extendicare Inc. closed the sale of Extendicare North York and The Gibson, a nursing and a retirement home in Ontario, to Chartwell REIT. The two facilities comprising 275 beds were sold for gross proceeds of $19.6 million, of which $6.7 million will be used to retire long-term debt associated with the homes. The pre-tax gain on disposal is approximately $13.0 million. For the nine months ended September 30, 2003, these facilities contributed $10.0 million to revenue, $1.7 million to EBITDA and approximately $0.9 million to net earnings. Extendicare will continue to monitor the performance of its various operations and rationalize its portfolio as required. The September 30, 2004, balance sheet discloses a working capital deficit of about CDN$2.4 million. EXTENDICARE: Will Pay Series 1 Preferreds' Dividend on Mar. 15 -------------------------------------------------------------- Extendicare Inc. (TSX: EXE and EXE.A; NYSE: EXE.A) reports a monthly dividend of $0.071 per share, on the Company's Class II Preferred Shares, Series 1 (EXE.PR.E) has been declared payable on March 15, 2004, to shareholders of record on February 27, 2004. The floating rate monthly dividend on the Class II Preferred Shares, Series 1 is based on the prime interest rate on January 31, 2004. FACTORY 2-U: Seeks to Obtain 45 Million Postpetition Facility ------------------------------------------------------------- Factory 2-U Stores, Inc., is seeking authority from the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition financing from CIT Group/Business Credit, Inc., and GB Retail Funding, LLC. Prior to filing its chapter 11 petition, the Debtor entered into Financing Agreements with the CIT Group, as Tranche A lender, and GB Retail Funding, LLC, as Tranche B lender. As of the petition Date, the Debtor owed the Lenders $5,400,000 on account of outstanding revolving loans and $10,500,000 on account of issued and undrawn CIT letters of credit. The Prepetition Obligations are secured by liens on all of the Debtor's cash, inventory, accounts, general intangibles, investment property, and equipment. Currently, the value of the inventory and accounts receivable securing the Prepetition Obligations is $51,690,000 on a cost basis. The Debtor tells the Court that it has access to limited cash. Additionally, its cash is currently encumbered by liens securing the Prepetition Obligations under the Prepetition Financing Facility. Even if it gets the consent to use its lenders' cash collateral, it would exhaust that cash collateral in the near term. Over the next three weeks, the Debtor projects that it may be required to borrow up to $3 million under the Postpetition Financing pact. After extensive arms-length and good faith negotiations with the Lenders, and the lack of any more favorable alternatives, the Debtor has determined to enter into a debtor-in-possession financing facility with the Lenders. The New DIP Facility provides the Debtor with access of up to $45,000,000 of new credit for up to one year. The Debtor will pay the Lenders four fees: a) Early Termination Fee -- in the event of early termination -- of the greater of $250,000 or 1.0% of the Tranche A Loan Ceiling; b) Letter of Credit Fee of 2.50% per annum of the outstanding Letters of Credit balance; c) Line of Credit Fee of $0.375% of sum of the Line of Credit minus the outstanding Tranche A Obligations, minus $5,000,000; and d) Closing Fee of 1% of the Line of Credit. Headquartered in San Diego, California, Factory 2-U Stores, Inc. -- http://www.factory2-u.com-- operates a chain of off-price retail apparel and housewares stores in 10 states, mostly in the western and southwestern US, sells branded casual apparel for the family, as well as selected domestics, footwear, and toys and household merchandise. The Company filed for chapter 11 protection on January 13, 2004 (Bankr. Del. Case No. 04-10111). M. Blake Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $136,485,000 in total assets and $73,536,000 in total debts. FORD MOTOR: Elects Stephen G. Butler to Board of Directors ---------------------------------------------------------- Ford Motor Company (NYSE: F) announced the election of Stephen G. Butler, the retired chairman and chief executive officer of KPMG, LLP, to the company's Board of Directors. Butler, 56, retired from KPMG in 2002 following a 33-year career with the international accounting, tax and consulting firm. At the time of his retirement, KPMG's operations included more than 100,000 employees servicing clients in 150 countries. "Our board welcomes Steve's strong accounting and financial background and his overall business acumen," said Chairman and Chief Executive Officer Bill Ford. "With Steve's election, Ford has gained the talents and wisdom of an individual who understands and appreciates the challenges of operating and growing a global business." Butler added: "As a Ford Motor Company director I will have an opportunity to apply my years of experience in international accounting and finance to a strong global company. I'm enthused about Ford's future and look forward to contributing to its success." Butler's appointment, which is effective immediately, increases the number of company directors to 16. He will be a member of the audit, finance and nominating and governance committees. In addition, Butler will continue to serve as a director on the board of Cooper Industries, Ltd., where he serves on the audit and nominating and corporate governance committees; and as a director on the board of ConAgra Foods, where he serves on the audit committee. A native of Kansas City, Mo., Butler graduated cum laude with a degree in business from the University of Missouri, Columbia, in 1969, the year he began his KPMG career. Ford Motor Company, a global automotive industry leader based in Dearborn, Mich., manufactures and distributes automobiles in 200 markets across six continents. With more than 318,000 employees worldwide, the company's automotive brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo. Its automotive-related services include Ford Credit, Quality Care and Hertz. Ford Motor Company celebrated its 100th anniversary on June 16, 2003. * * * As reported in the Troubled Company Reporter's December 5, 2003 edition, Standard & Poor's Ratings Services lowered its rating on STEERS Credit-Backed Trust Series 2002-3F and removed it from CreditWatch with negative implications, where it was placed Nov 6, 2003. The lowered rating and CreditWatch removal reflects the lowered rating and CreditWatch removal of Ford Motor Co.'s long-term corporate credit, senior unsecured debt, and preferred stock ratings, and those of its related entities on Nov. 12, 2003. The transaction is a swap-dependent synthetic transaction that is weak-linked to the referenced obligation, Ford Motor Co. Capital Trust II's preferred stock. The lowered rating and CreditWatch removal reflects the credit quality of the underlying securities issued by Ford Motor Co. GADZOOKS INC: Asks Permission to Employ Akin Gump as Counsel ------------------------------------------------------------ Gadzooks, Inc., is seeking permission from the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, to employ Akin Gump Strauss Hauer & Feld LLP as its bankruptcy counsel. The Debtor seeks to retain Akin Gump because of the Firm's extensive knowledge of the company's operations and vast experience in the area of bankruptcy law. Akin Gump will: a. render legal advice with respect to the powers and duties of the Debtor that continues to operate its business and manage its properties as debtor in possession; b. negotiate, prepare and file a plan or plans of reorganization and disclosure statements in connection with such plans, and otherwise promote the financial rehabilitation of the Debtor; c. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is or becomes involved, and the evaluation and objection to claims filed against the estate; d. prepare, on behalf of the Debtor, all necessary applications, motions, answers, orders, reports and papers in connection with the administration of the Debtor's estates, and appear on behalf of the Debtor at all Court hearings in connection with the Debtor's case; e. render legal advice and perform general legal services in connection with the foregoing; and f. perform all other necessary legal services in connection with this chapter 11 case. The Debtor reports that on the Petition Date Akin Gump was holding a $100,00 retainer to secure payment of the law firm's postpetition fees. Akin Gump will bill the Debtor at these rates: partners and counsel $285 to $775 per hour associates $160 to $450 per hour paralegals $95 to $195 per hour Headquartered in Carrollton, Texas, Gadzooks, Inc. -- http://www.gadzooks.com/-- is a mall-based specialty retailer providing casual apparel and related accessories for youngsters, between the ages of 14 and 18. the Company filed for chapter 11 protection on February 3, 2004, (Bankr. N.D. Tex. Case No. 04- 31486). Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at Akin Gump Strauss Hauer & Feld, LLP represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $84,570,641 in total assets and $42,519,551 in total debts. GADZOOKS INC: Great American Group Commences Store Closings ----------------------------------------------------------- Great American Group, one of the nations leading asset management firms, has commenced the orderly liquidation of 127 under- performing stores for Gadzooks, Inc. Gadzooks is a mall-based specialty retailer, carrying casual wear, accessories, footwear, swimwear, and cosmetics for fashion-forward teens across the country. The sale began Thursday, February 12, 2004 and is expected to run approximately 8 weeks. Gadzooks' 252 remaining stores, spanning 41 states, will continue as a leading provider of trendy apparel and accessories for juniors. "Gadzooks has always had a keen ability to interpret teen trends and express them through their private label and up-and-coming brands. This is a great opportunity for teens to buy the latest fashions and receive great savings," stated Harvey M. Yellen, Chief Executive Officer of Great American Group. For a complete list of store-closings, please visit http://www.greatamerican.com/ Great American Group provides financial services to North America's most successful retailers, distributors, and manufacturers. Their well-established services center on turning excess assets into immediate cash through strategic store closings and wholesale and industrial liquidations and auctions. In the past several years, they have converted over $16 billion of problem inventory into cash. With over 30 years of liquidation experience, Great American Group has successfully completed over 1,000 transactions. Their Appraisal Group provides the highest quality appraisals and valuations; with a firm commitment to excellence, responsiveness, and confidentiality. Headquartered in Los Angeles, Great American Group also has offices in Chicago, Boston, New York, and Atlanta. For more information, please visit the Great American Group website at http://www.greatamerican.com or call Sandy Feldman at 1-800-85-GREAT. Headquartered in Carrollton, Texas, Gadzooks, Inc. -- http://www.gadzooks.com/-- is a mall-based specialty retailer providing casual apparel and related accessories for youngsters, between the ages of 14 and 18. the Company filed for chapter 11 protection on February 3, 2004 (Bankr. N.D. Tex. Case No. 04- 31486). Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at Akin Gump Strauss Hauer & Feld, LLP represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $84,570,641 in total assets and $42,519,551 in total debts. GARDEN RIDGE: Gets Okay to Appoint Altman Group as Claims Agent --------------------------------------------------------------- Garden Ridge Corporation and its debtor-affiliates sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware to employ and retain The Altman Group, Inc., as Notice, Claims, Solicitation and Balloting Agent. The Debtors report they have numerous creditors, potential creditors and parties in interest to which certain notices must be sent and who will file claims in these cases. The Debtors submit that the most effective and efficient manner by which to accomplish the process of receiving, docketing, maintaining, photocopying and transmitting proofs of claim and other documents in these cases is to engage an independent third party to act as an agent of the Court. In its capacity as the appointed agent of the Court, Altman Group will: a. mail a notice of commencement of cases to all creditors, security holders and other required parties; b. once the bar date has been set, mail proof of claim forms to all creditors with the scheduled amount noted, as well as to other identified parties; c. if requested, handle the docketing of any claims filed with the Court, or coordinating the receipt of filed claims; d. prepare the register of claims; e. prepare periodic updates of the register of claims to reflect claim amendments, stipulations, and rulings; f. prepare any exhibits for objections, as requested; g. testify at hearings on claims objections; h. respond to creditors who may have questions about their claim or the claims process; i. mail notices to claimants; j. mail voting documents to claimants and tabulating returned ballots; k. prepare a certified report of the voting results for delivery to the Bankruptcy Court; and l. provide such other services as may be requested by the Debtors, counsel to the Debtors or the Bankruptcy Court. Kenneth L. Altman, President of The Altman Group, Inc., tells the Court that his firm will bill the Debtors at its current rates of: Database $125 to $150 per hour Claims Docketing $100 to $150 per hour Document Management $100 to $150 per hour Software/Hardware $125 to $175 per hour Voting and Tabulation $100 per hour Consulting Charges: Senior Managing Director $300 per hour Managing Director $250 to $275 per hour Senior Bankruptcy Consultant $225 to $250 per hour Bankruptcy Consultant $175 to $225 per hour Senior Account Executive $150 to $175 per hour Account Executive $125 to $150 per hour Telephone Service Rep $100 per hour Headquartered in Houston, Texas, Garden Ridge Corporation -- http://gardenridge.com/-- is a megastore home decor retailer that offers decorating accessories like baskets, candles, crafts, home accents, housewares, party supplies, pictures and frames, pottery, seasonal items, and silk and dried flowers. The company filed for chapter 11 protection on February 2, 2004 (Bankr. Del. Case No. 04-10324). Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP represents the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed estimated debts and assets of over $100 million each. GLOBAL CROSSING: Judge Gerber Disallows Three EXDS Lessor Claims ---------------------------------------------------------------- GlobalCenter, Inc. entered into certain non-residential property leases with third party lessors for use as Internet data centers and office space. Certain Global Crossing Debtors, including Global Crossing North America, Inc. and Global Crossing Holdings Ltd., guaranteed GlobalCenter's obligations under certain GlobalCenter Leases. In January 2001, Exodus Communications, Inc. -- now known as EXDS, Inc. -- acquired GlobalCenter in a stock transaction with Global Crossing Ltd. and its affiliates. Notwithstanding the acquisition, certain of the GX Lease Guarantees remained in effect as of the Petition Date. On September 26, 2001, EXDS and certain of its subsidiaries and affiliates each filed a voluntary petition under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the District of Delaware. In connection with its Chapter 11 cases, EXDS rejected the GlobalCenter Leases covered by the GX Lease Guarantees. Certain of the lessors under the GlobalCenter Leases have filed proofs of claim against the GX Debtors asserting claims under the GX Lease Guarantees. The Debtors and the Creditors Committee object to 12 EXDS Lessor Claims based on any of these reasons: (A) The Debtors and the Committee have been unable to evaluate certain of the EXDS Lessor Claims because the claimholders have not provided adequate information regarding how they calculated Section 502(b)(6) of the Bankruptcy Code's cap amounts with regard to their claims and what amounts they included as rent reserved for purposes of the calculation; (B) It appears that several EXDS Lessor Claims reflect claim amounts that were calculated without applying Section 502(b)(6) of the Bankruptcy Code to limit such claims. Not surprisingly, the amounts of these Claims are significantly overstated; (C) The GlobalCenter Leases generally employ a damages calculation methodology on lease termination that is similar to the "actual damages" calculation methodology. Thus, it is necessary to determine whether to apply the methodology required under the GlobalCenter Leases or to apply the "actual damages" calculation methodology, as either one will yield the same result. Where a lessor has in fact relet the real property covered by a rejected lease, the amount of the lessor's claim on account of the rejection is reduced before the application of Section 502(b)(6). A lessor is entitled to no rejection damages under a rejected real property lease if the lessor has in fact relet the property formerly covered under the rejected lease at the same or at a higher rental rate. Pursuant to the terms of the GX Lease Guarantees themselves, claims against the guarantor Debtors also should be reduced to account for mitigation. The Debtors and the Committee object to certain EXDS Lessor Claim because the claimholder has failed to provide any documentation or other evidence showing that the holder: * has mitigated or has attempted to mitigate damages; or * has not already relet or sold the premises covered by the rejected lease that is the subject of its claim. (D) Certain EXDS Lessor Claims are duplicative of another claim filed against one or more of the Debtors; (E) The amount of security deposit held by a lessor must be deducted from the lessor's claim after application of the Section 502(b)(6) cap. The Debtors and the Committee object to certain EXDS Lessor Claims to the extent that the claimholder has failed to reduce the amount of such claim, after application of Section 502(b)(6), by the amount of any related security deposits; (F) The Debtors and the Committee object to certain EXDS Lessor Claims to the extent that the holder of such claim has failed to provide sufficient documentation supporting such claim, including any expenses, costs, taxes and additional rent items included in the amount of such claim; (G) The Debtors and the Committee object to certain EXDS Lessor Claim to the extent that any amount of such claim is sought to be allowed as an administrative expense or as a priority claim. The claimholders have failed to demonstrate that any of their claims are for actual and necessary costs and expenses of preserving the Debtors' estates. These claimholders have also failed to show that any of their claims should otherwise be allowed on a priority basis. The EXDS Lessor Claims are: Lessor Claim No. Amount Disposition ------ --------- ------ ----------- Infomart New York 1211 $64,624,075 Disallow in its entirety, or allow for $47,505,300 Infomart 4100 3,617,498 Disallow in its entirety, or allow for $3,617,498 Grove Willow, LLC 1278 40,301,810 Disallow in its entirety, or allow for $19,621,462 KFPLB Michelson 1279 19,797,026 Disallow in its Jamboree, LLP entirety, or allow for $16,598,549 Mission West 4033 16,710,605 Disallow in its Properties LP entirety, or allow for $10,936,726 Lakeside Real 7495 4,884,561 Expunge and disallow Estate Trust in its entirety Lakeside Purchaser, 7496 30,459,647 Disallow in its LLC entirety, or allow for $17,465,250 Site One LLC 319 5,288,074 Disallow in its entirety, or allow for $4,765,671 The Bowling 4052 3,173,492 Disallow in its Revocable Trust entirety, or allow for $1,022,594 National Office 358 316,736 Disallow in its Partners, LP entirety, or allow for $183,212 MOM Mall of 5063 42,676,158 Disallow in its Munich entirety, or allow for $6,954,941 Mallia Properties 8181 26,498,055 Disallow in its Ltd. entirety, or allow for $6,705,073 The Debtors and the Committee jointly ask the Court to disallow each EXDS Lessor Claim in its entirety. However, if the claimholder has attempted to mitigate such claim to the Debtors and the Committee's satisfaction, and this mitigation has not reduced the amount of the claim as "capped" pursuant to Section 502(b)(6), the Debtors and the Committee ask the Court to allow the Claim for no more than the proposed allowed amount. * * * Judge Gerber disallows and expunges in their entirety the EXDS Lessor Claims filed by Site One LLC, MOM Mall of Munich, and Mallia Properties Ltd. The remaining nine claims will be subject to further hearing. (Global Crossing Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service, Inc., 215/945-7000) GREAT LAKES AVIATION: Reports Improved January 2004 Traffic ----------------------------------------------------------- Great Lakes Aviation, Ltd. (OTC Bulletin Board: GLUX) announced preliminary passenger traffic results for the month of January. Scheduled service generated 10,626,000 revenue passenger miles (RPM's), a 20.4 percent increase from the same month last year. Available seat miles (ASM's) decreased 0.02 percent to 28,949,000. As a result, load factor increased 6.2 points to 36.7 percent. Passengers carried increased 15.5 percent to 37,922 when compared with January 2003. Great Lakes is providing scheduled passenger service at 41 airports in eleven states with a fleet of Embraer EMB-120 Brasilias and Raytheon/Beech 1900D Regional Airliners. A total of 194 weekday flights are scheduled at three hubs, with 184 flights at Denver, 4 flights at Minneapolis/St. Paul, and 6 flights at Phoenix. All scheduled flights are operated under the Great Lakes Airlines marketing identity in conjunction with code-share agreements with United Airlines and Frontier Airlines at their Denver hub. Additional information is available on the company web site that may be accessed at http://www.greatlakesav.com * * * Going Concern Uncertainty On February 28, 2003, the Company discontinued all operations at its Chicago O'Hare hub along with corresponding service to the subsidized communities of Manistee, Ironwood and Iron Mountain, Michigan and Oshkosh, Wisconsin after the United States Department of Transportation elected to select a carrier to provide EAS to a different hub for all points except Oshkosh. At Oshkosh the community's eligibility for subsidy was terminated. In April 2003, the Company began negotiations with United to modify and extend the existing code share agreement beyond its current expiration date of April 30, 2004. During the negotiation process, United filed a preemptive motion in the bankruptcy court to reject the code share agreement. On July 11, 2003 the Company and United signed a Memorandum of Understanding outlining the terms of the proposed amendment to the code share agreement. On July 18, 2003, United withdrew its bankruptcy court motion to reject the code share agreement. Also effective on that date, the Company and United amended their code share agreement, formalizing the terms under which the two companies will operate in the future. Pursuant to the amendment to the code share agreement, the Company granted United rights to enter five Denver hub markets for which the Company previously had exclusivity rights. In exchange for releasing exclusivity with respect to those markets, previous restrictions placed on the Company regarding code sharing and frequent flier program participation at the Denver hub with other major carriers was removed. The Company and United also agreed on a payment structure for amounts the Company owes United. Subject to the Company's compliance with the code share agreement, as amended, as of December 31, 2005, United has agreed to extend the term of the code share agreement through April 30, 2007. United may elect to assume or reject the amended code share agreement in connection with its ongoing bankruptcy proceedings. Due to significant losses in 2001 and 2002, at December 31, 2002, the Company had exhausted its outside sources of working capital and funds and was in arrears in payments to all the institutions providing leases or debt financing for the Company's aircraft. On December 31, 2002 and during the first four months of 2003, the Company restructured its financing agreements with Raytheon Aircraft Credit Corporation and certain other institutions providing financing for the Company's aircraft. The effect of these restructurings was to reduce the Company's total debt and lease obligations owing to these creditors and to reduce the amount of the Company's scheduled monthly debt and lease payments. The restructuring with Raytheon also provided for the return of seven surplus aircraft not used in current operations to Raytheon during the course of 2003. During 2003, the Company, due to the effects of reduced traffic and correspondingly reduced revenue during the Iraq War, has been unable to generate sufficient cash flow to service the Company's restructured debt and lease payment obligations as required by the Raytheon and other restructuring agreements. As of June 30, 2003 the Company was approximately $4.9 million, or 75%, in arrears in respect of such rescheduled payments for the six months ending June 30, 2003 and in default on substantially all of the Company's agreements with the institutions providing financing for the Company's aircraft. There are significant uncertainties regarding the Company's ability to achieve the necessary cash flow to meet the payments required under the Raytheon and other restructuring agreements due to a variety of factors beyond the Company's control, including the outcome of United's reorganization in bankruptcy, the evolution of United's continuing code share relationship with the Company; reduced passenger demand as a result of general economic conditions, public health concerns, security concerns and foreign conflicts; volatility of fuel prices; and the amount of Essential Air Service funding and financial support available from the U.S. government. Ultimately, the Company must generate sufficient revenue and cash flow to meet the Company's obligations as currently structured, obtain additional outside financing or renegotiate the Company's restructured agreements with its creditors in order to set a level of payments that can be reasonably serviced with the cash flows generated by the Company under current market conditions. The Company is engaged in on-going negotiations with Raytheon and its other creditors with respect to its default under the terms of its debt and lease agreements with these institutions. The Company's auditors have included in their report dated March 17, 2003 on the Company's financial statements for the year ended December 31, 2002 an explanatory paragraph to the effect that substantial doubt exists regarding the Company's ability to continue as a going concern due to the Company's recurring losses from operations and the fact that the Company has liabilities in excess of assets at December 31, 2002. HASKELL LIMITED: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Haskell Limited Partnership 220 Fisher Avenue 63-69 Park Hill Avenue Boston, Massachusetts 02120 Bankruptcy Case No.: 04-10876 Type of Business: The Debtor owns a residence for seniors and their families providing assisted living, special care and other services with complete facilities. Chapter 11 Petition Date: February 5, 2004 Court: District of Massachusetts (Boston) Judge: Carol J. Kenner Debtor's Counsel: Craig Nathan Dee, Esq. Hanify & King One Beacon Street Boston, Massachusetts 02108 Tel: 617-424-0400 Estimated Assets: $1 Million to $10 Million Estimated Debts: $10 Million to $50 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ NSTAR $100,000 Hermes Netburn O'Connor & Spearing $65,747 InteCap Inc. $56,844 Reznick Fedder & Silverman CPA PC $28,850 Keyspan Energy Delivery $23,740 Keyspan Energy Delivery $18,737 New England Baptist Hospital $15,000 Hallsmith-Sysco Food Service $13,197 COMCAST $13,073 American Service Company $12,968 Nurse Finders $11,000 Community Newspaper Company $9,409 Community Pharmacy $8,225 Monitor Staffing $7,275 T.G. O'Connor Contracting Corp. $6,481 Mass Development $5,000 Uniscribe $4,506 EGA $4,320 Hospital News $3,875 Ecolab Institutional $3,838 HAYNES INT'L: Extends Collective Bargaining Pact Through 2007 ------------------------------------------------------------- Haynes International, Inc. the inventor, developer, producer and solution provider in the supply of quality high performance nickel- and cobalt-based alloys announced that it has reached a tentative agreement with the membership of United Steelworkers of America Local 2958 to extend its collective bargaining agreement through 2007. The extension agreement also provides for various amendments to the current collective bargaining agreement including annual wage increases and modifications to plant work schedules. Also, the Company agreed to pay a ratification bonus to each union member upon implementation of the collective bargaining agreement as extended. The tentative agreement will become effective upon the completion of other aspects of the Company's financial restructuring. "We are pleased with the outcome which required the hard work and dedication of many individuals both among management and the union," said Francis Petro, President and Chief Executive Officer of Haynes International, Inc. "The agreement, while providing rate increases for our union employees should also provide the Company with savings through improved manufacturing schedules over the next three years. These cost savings are critical to the Company's ongoing efforts to improve its cost structure and liquidity." Greg Goodnight, President of the United Steelworkers of America Local 2958 said, "We too are pleased with the outcome of the negotiations on this agreement. It will allow the Company's manufacturing facilities to continue to operate without interruption, our members to maintain fair wages, benefits and good working conditions." Commenting on the Company previously announced intention to restructure its debt and capital structure, Mr. Petro said, "We are currently faced with our long-term debt maturing this year and we are diligently pursuing various restructuring alternatives. We have begun to see our business stabilize from an operational standpoint and we are cautiously optimistic that, given the improving economy, our business prospects will improve." Mr. Petro continued, "In order to prevent interruption or distractions from our business during the financial restructuring process, Management and the Union agreed that it would be in the best interest of all involved to agree to several modifications to and an extension of the Collective Bargaining Agreement that will become effective when we finalize other aspects of our restructuring. Reaching agreement with our union employees represents an important accomplishment in the Company's overall restructuring plans." * * * As reported in the Troubled Company Reporter's January 8, 2004 edition, Standard & Poor's Ratings Services lowered its ratings on Kokomo, Indiana-based Haynes International Inc. to CC from CCC. The downgrade follows the company's announcement that it retained an outside entity to assist it in the restructuring of its balance sheet. "Demand for the company's high performance alloy products has been significantly depressed during fiscal 2003 (ended Sept. 30, 2003), primarily because of weakness in the aerospace and land based gas turbine markets," said Standard & Poor's credit analyst Dominick D'Ascoli. With lower capacity utilization from decreased volumes and relatively high fixed costs, performance has suffered. Exacerbating the situation are higher raw material and energy costs. Standard & Poor's believes it unlikely that conditions will improve fast enough to enable Haynes to avoid liquidity problems or be able to successfully refinance approximately $140 million of 11.625% notes maturing in September 2004. Financial performance is extremely poor. For the 12-month period ending Sept. 30, 2003, debt to EBITDA and EBITDA to interest were 16x and 0.6x, respectively. HOT 'N NOW, LLC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Hot 'n Now, LLC 4205 Charlar, Suite 3 Holt, Michigan 48842 Bankruptcy Case No.: 04-00505 Type of Business: The Debtor owns a fast food restaurant. Chapter 11 Petition Date: January 16, 2004 Court: Western District of Michigan (Grand Rapids) Judge: James D. Gregg Debtor's Counsel: Daniel J. Weiner, Esq. Schafer and Weiner PLLC 40950 Woodward Avenue, Suite 100 Bloomfield Hills, MI 48304 Tel: 248-540-3340 Estimated Assets: $500,000 to $1 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ America Express Corp. Card $132,579 Sheppard Mullin Richter & Hampton, LLP $121,000 William VanDomeien $115,500 Special Marketing Strategies $113,255 Fraser Trebilbock Davis & Dunlap, PC $60,626 Van Eerden's $52,032 Grigg Media, LLC $51,547 Saralee Bakery Group $50,008 Clear Channel Radio Group $38,642 Citadel Broadcasting Company $37,790 Fox, Hefter, Swibel, Levin, & Carrol $37,345 Cintas Corporation-Main $33,022 Valassis Communications, Inc. $30,000 Stafford-Smith Inc. $28,993 Wood TV 8 $28,749 Nickles Bakery of Ohio, Inc. $28,642 Alliance Construction Group $26,827 Printwell $25,371 Lockton Risk Services, Inc. $25,000 Combined Comm. Corp., Inc. $22,322 IT GROUP: Occidental Chemical Asks Okay to File Protective Claim ---------------------------------------------------------------- On January 28, 1997, Occidental Chemical Corporation initiated a civil action against International Technology Corporation in the United States District Court for the Western District of New York. According to Christopher M. Winter, Esq., at Duane Morris LLP, in Wilmington, Delaware, the District Court Action arose out of a certain remediation project on a parcel of privately owned land, known as the "S-Area," located at Buffalo Avenue, in the City of Niagara Falls, Niagara County, New York. The Project was undertaken by OxyChem as part of the remediation of the S-Area Landfill RRT Remedial Program. In the District Court Action, OxyChem alleged that it formally executed a written project contract with ITC on August 15, 1994, regarding the installation of a certain drain collection system. OxyChem further alleged that ITC breached the Contract by failing to adequately perform and complete the work as required. OxyChem sought damages for: -- delayed performance and additional costs in excess of $350,000; -- damages for backcharges regarding payments made to replacement contractors for $43,069 plus interest; -- damages for additional delay costs paid to a certain subcontractor for $40,907 plus interest; and -- damages for defective work, breach of contract and breach of warranty in excess of $500,000. In an amended complaint, the estimated damages was expanded to $5,600,000 which is the actual amount OxyChem spent to remove the drain collection that ITC improperly installed, and replaced it with a properly functioning system. ITC responded by asserting counterclaims in the District Court Action seeking payment of $1,636,178, plus interest, for work performed outside the scope of the contract, which OxyChem allegedly authorized. Discovery in the District Court Action is substantially complete, but has not been concluded because of the automatic stay imposed by ITC's bankruptcy filing. All document discovery is likewise complete. OxyChem has noticed the depositions of two witnesses. ITC, on the other hand, has noticed the deposition of four witnesses. Disclosure of expert reports is also outstanding, Mr. Winter says. OxyChem's Claim OxyChem filed a timely proof of claim for $5,677,4493. OxyChem sought to liquidate its claim against the Debtors' estates by effecting a set-off. Given the nature of the proceedings and the parties' mutual claims, Mr. Winter explains that OxyChem's claims cannot be liquidated without implicating set-off. Both the Debtors and the Official Committee of Unsecured Creditors opposed OxyChem's set-off request. In their objection, the Debtors stated that: "Because of OxyChem's breaches of the Contract, the Debtors believe that ITC has a strong likelihood of success on the merits of the [District Court Action]. Rather than incur the administrative expense of vindicating its claims [in] the Civil Action in New York, however, the Debtors believe that the Claims Administration process in this Court is the proper forum for the dispute among ITC and OxyChem. . . ." In their Disclosure Statement, the Debtors also identified the mutual claims arising in the District Court Action. Thus, the Debtors were aware of the mutual claims arising in the District Court Action. Having filed a timely proof of claim, OxyChem is entitled, under applicable law, to recoup the amount of its claim against any claims, which the Debtors have against OxyChem. However, out of an abundance of caution, OxyChem preserves its right of set-off to the extent that it has not already done so. OxyChem's proof of claim recited the claims set forth in the District Court Action, which are the same facts that underlie the claim as asserted in the Amended Claim. The facts alleged in the Amended Complaint give rise to claims for affirmative relief and also provide a defense, by set-off or recoupment, against the alleged counterclaims. At most, OxyChem is pleading "new theories of recovery on the same facts presented in the initial claim," and the Court should grant OxyChem leave to file this protective amendment, Mr. Winter contends. In the alternative, OxyChem asks the Court to accept its lift stay request as an informal proof of claim, which gave notice of its claim for set-off. Mr. Winter maintains that OxyChem's lift stay request gives notice that OxyChem intends to determine its claim in the context of the District Court Action. Such a determination necessarily involves litigating both the OxyChem Complaint and the Debtors' Counterclaim. Ultimately, each party's right to set-off, if any, would have to be determined to liquidate OxyChem's claims. Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. -- http://www.theitgroup.com-- together with its 92 direct and indirect subsidiaries, is a leading provider of diversified, value-added services in the areas of consulting, engineering and construction, remediation, and facilities management. The Company filed for chapter 11 protection on January 16, 2002 (Bankr. Del. Case No. 02-10118). David S. Kurtz, Esq., at Skadden Arps Slate Meagher & Flom, represents the Debtors in their restructuring efforts. On September 30, 2001, the Debtors listed $1,344,800,000 in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000) IVACO INC: Canadian Court Extends CCAA Protection to April 2, 2004 ------------------------------------------------------------------ The Ontario Superior Court of Justice extended the period of Court protection under the Companies' Creditors Arrangement Act for Ivaco Inc. until April 2, 2004. Also, the Company has been relieved of its obligation to call or hold an annual general meeting of shareholders until further order of the Court. Ivaco filed for protection under the CCAA on September 16, 2003, citing difficult market conditions for the entire North American steel industry, which included the high Canadian dollar, U.S. anti-dumping duty deposits and higher input, energy and transportation costs. Ivaco is a Canadian corporation and is a leading North American producer of steel, fabricated steel products and precision machined components. Ivaco's modern steel operations include Canada's largest rod mill, which has a rated production capacity of 900,000 tons of wire rods per annum. In addition, its fabricated steel products operations have a rated production capacity in the area of 350,000 tons per annum of wire, wire products and processed rod, and over 175,000 tons per annum of fastener products. Shares of Ivaco are traded on The Toronto Stock Exchange (IVA). JACKSON PRODUCTS: Signs-Up Houlihan Lokey as Investment Banker -------------------------------------------------------------- Jackson Products, Inc., and its debtor-affiliates sought and obtained permission from the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, to employ Houlihan Lokey Howard & Zukin Capital as their Investment Bankers. The Debtors selected Houlihan Lokey as investment bankers because the Debtors believe that the firm is well qualified to advise them as debtors-in-possession in these cases. Houlihan Lokey has extensive experience and knowledge advising companies seeking to restructure through bankruptcy proceedings and is a nationally recognized investment banking/financial advisory firm with 9 offices worldwide with more than 300 professionals. Prior to the Petition Date, Houlihan Lokey provided advisory services to the Debtors, and it is already familiar with the Debtors' business operations and financial affairs. Houlihan Lokey has been instrumental in assisting the Debtors, and their management and board, in assessing and fully exploring the Debtors' restructuring alternatives. The Firm led the process of exploring the capital markets for new sources of debt and equity capital and have been a key player in the Debtors' negotiations with their lenders and other constituents resulting in the proposed DIP financing and Plan that will be contemporaneously filed. In this engagement, Houlihan Lokey will: a) advise the Debtors generally of available capital restructuring and financing alternatives, including recommendations of specific courses of action, and assist the Debtors with the design of alternative transaction structures and any debt and equity securities to be issued in connection with a transaction; b) assist the Debtors in their discussions with lenders, bondholders and other interested parties regarding the Debtors' operations and prospects and any potential transaction; c) assist the Debtors with the development, negotiation and implementation of a transaction(s), including participation as a representative of the Debtors in negotiations with creditors and other parties involved in a transaction; d) assist the Debtors in valuing their businesses and/or, as appropriate, valuing the Debtors' assets or operations; provided that any real estate or fixed asset appraisals needed would be executed by outside appraisers; e) provide expert advice and testimony relating to financial matters related to a transaction(s), including the feasibility of any transaction and the valuation of any securities issued in connection with a transaction; f) to the extent requested by the Debtors, advise the Debtors as to potential mergers or acquisitions, and the sale or other disposition of any of the Debtors' assets or businesses; g) to the extent requested by the Debtors, advise the Debtors and act as placement agent, as to any potential financings, either debt or equity, including debtor-in- possession financing; h) assist the Debtors in preparing proposals to creditors, employees, shareholders and other parties-in-interest in connection with any transaction; i) assist the Debtors' management with presentations made to the Debtors' Board of Directors regarding potential transactions and/or other issues related thereto; and j) render such other financial advisory and investment banking services as may be mutually agreed upon by HLHZ and the Debtors. Adam L. Dunayer, Director of Houlihan Lokey reports that the Debtors will pay the firm with: i) Monthly Cash Fees of $150,000; ii) Transaction Fee upon the closing or consummation of a transaction, equal to $1,075,000; and iii) Financing Fee of up to $500,000. Headquartered in St. Charles, Missouri, Jackson Products, Inc. -- http://www.jacksonproducts.com-- designs, manufactures and distributes safety products of personal protective wear including hard hats, safety glasses, hearing protectors and welding masks. The Company filed for chapter 11 protection on January 12, 2004 (Bankr. E.D. Miss. Case No. 04-40448) and confirmed their prepackaged plan of reorganization on February 12, 2004. Holly J. Warrington, Esq., and William L. Wallander, Esq., at Vinson and Elkins LLP represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed estimated debts and assets of more than $100 million each. KMART: Wants $4 Million Duplicate & Redundant Claims Disallowed --------------------------------------------------------------- The Kmart Corp. Debtors ask the Court to disallow and expunge 24 duplicate and redundant claims aggregating $4,119,783: Claimant Claim No. Claim Amount -------- --------- ------------ 2055 Walden Avenue, Inc. 39655 $191,505 Benderson 1985-1 Trust 39624 156,596 Benderson-Hertel, Associates 39623 114,666 Benderson-Lemoore, Associates LP 39657 12,429 Benderson-McAllen, Associates LP 39656 285,132 BFW Associates 39663 209,077 First Berkshire Business Trust 39630 379,112 First Berkshire Business Trust 39632 57,685 First Berkshire Business Trust 39635 13,965 First Berkshire Business Trust 39636 43,991 First Berkshire Business Trust 39637 214,966 First Berkshire Business Trust 39640 99,249 First Berkshire Business Trust 39641 12,543 First Berkshire Business Trust 39645 19,602 First Berkshire Business Trust 39646 138,435 First Berkshire Business Trust 39649 0 First Berkshire Business Trust 39650 110,578 First Berkshire Business Trust 39653 213,708 First Berkshire Business Trust 39660 0 First Berkshire Business Trust 39664 0 First Berkshire Business Trust 39666 136,224 First Berkshire Business Trust 56864 1,611,762 Portsmouth Associates, LLC 40409 38,857 Winona Associates, LLC 39665 59,701 (Kmart Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service, Inc., 215/945-7000) KPT INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: KPT, Inc. 700 South Freeport Parkway Suite 100 Coppell, Texas 75019 Bankruptcy Case No.: 04-31884 Type of Business: Data Processing and Billing Fulfillment services. Chapter 11 Petition Date: February 13, 2004 Court: Northern District of Texas (Dallas) Judge: Steven A. Felsenthal Debtor's Counsel: Arthur Skibell, Esq. Bird, Skibell, P.C. 16812 Dallas Parkway Dallas, TX 75248 Tel: 214-750-6300 Fax: 214-363-0719 Total Assets: $382,236 Total Debts: $3,019,498 Debtor's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ GE Capital Deficiency Balance $1,720,000 f/k/a/ Heller Financial 500 W. Monroe Chicago, IL 60661 Xerox Corporation Vendor $119,627 Koll Center Rent $96,217 Pitney Bowes Services $70,202 Xerox Corporation Maintenance $60,970 Fort Worth Laser, Inc. Vendor $60,673 Scitex Vendor $49,107 Xerox Corporation Vendor $41,324 The Mail Box Vendor $34,152 TXU Electric Utility Bills $30,387 IBM Corp. Vendor $29,643 Xerox Corporation Vendor $23,877 Nicholas & Montgomery LLP Services $21,305 Mail-Well Envelope Vendor $17,887 Multi Forms Vendor $16,916 Williamhouse Vendor $14,672 Printsoft Americas Inc. Vendor $12,364 City of Coppell $12,342 Love Envelope Vendor $12,312 Reliable Computer Sales LLC Lease $11,000 LENNOX INTL: Names William F. Stoll, Jr. New Chief Legal Officer ---------------------------------------------------------------- Lennox International Inc. (NYSE: LII) announced the appointment of William F. Stoll, Jr. as executive vice president and chief legal officer, effective March 1, 2004, following the retirement of Carl E. Edwards, Jr., current chief legal officer. Most recently executive vice president and chief legal officer for Borden, Inc., Mr. Stoll was responsible for all legal activities of Borden and its subsidiaries. Prior to joining Borden as executive vice president and general counsel in 1996, he worked for 21 years with Westinghouse Electric Corporation, becoming vice president and deputy general counsel in 1993. A graduate of Georgetown University with a J.D. from Case Western Reserve University, Mr. Stoll is a member of the Board of Directors of AEP Industries, Inc. He also currently serves on the Georgetown University Alumni Association Board of Governors. Joining LII in 1992 as vice president and general counsel Carl Edwards was named executive vice president, chief legal officer and secretary in 2000. "Carl was instrumental in helping guide LII through a remarkable period of almost continuous change for our company, including the announcement of our first public stock offering in 1999," said Bob Schjerven, chief executive officer. "We are fortunate to have found a fitting successor in Bill Stoll, who has considerable experience and in-depth knowledge of all aspects of corporate legal activities." A Fortune 500 company operating in over 100 countries, Lennox International Inc. (S&P, BB- Corporate Credit Rating, Stable) is a global leader in the heating, ventilation, air conditioning, and refrigeration markets. Lennox International stock is traded on the New York Stock Exchange under the symbol "LII". Additional information is available at http://www.lennoxinternational.com/ LES BOUTIQUES: Closes San Francisco Banner Sale to Marie Claire --------------------------------------------------------------- Les Boutiques San Francisco Incorporees announces the closing of the sale of the San Francisco banner to the groupe Marie Claire of Montreal. Conditions of the agreement announced January 26, 2004, have all been met. The transaction is for an amount of approximately $3.2 million and covers 33 of the 36 stores operating under this banner, including a portion of their inventory. The groupe Marie Claire already operates clothing shops in Quebec under the Marie Claire, Terra Nostra, Claire France, Emotions and M.C. Collection banners. Les Boutiques San Francisco Incorporees obtained a court order in December under the Companies' Creditors Arrangement Act. The restructuring plan approved at that time by the Court calls for the Corporation to concentrate its ongoing activities on the Les Ailes de la Mode banner and on its swimsuit division, including Bikini Village. MAGELLAN: Gets Go-Ahead to Settle Universal Health & UHS Claims --------------------------------------------------------------- The Magellan Health Debtors, Universal Health Services, Inc., and UHS of Delaware, Inc., ask the Court to approve their stipulation resolving Universal Health's and UHS' Claims against the Debtors' estates. On October 31, 2000, Debtor Westwood/Pembroke Health System Limited Partnership and Universal Health entered into an Asset Purchase Agreement, pursuant to which Westwood agreed to sell, convey, transfer, assign and deliver to Universal Health certain purchased assets. The Purchase Agreement provided that certain funds be held in escrow to satisfy future claims arising from the Purchase Agreement. The balance of the Escrow Funds as of the Petition Date was $1,098,689. On October 1, 1997, Debtor Magellan HRSC, Inc., and UHS entered into a Retained Health Facility Participation Agreement, pursuant to which UHS and certain of its facilities agreed to provide behavioral health services on behalf of Magellan HRSC and its affiliates in exchange for fee-for-service reimbursement with certain referral volume guaranties. Before the Petition Date, Universal Health and Magellan resolved certain claims against Magellan amounting to $328,331 and $1,438,034. Universal Health and Magellan acknowledge that the Resolved Claims were paid before the Petition Date. On June 26, 2003, Universal Health timely filed Claim No. 2285 against Westwood for $68,936, in connection with the Purchase Agreement. Universal Health asserts that the Claim is fully secured by the Escrow Funds. UHS also timely filed Claim No. 2286 against Magellan for $368,804, in connection with the Participation Agreement. The UHS Claim was filed as a non-priority unsecured claim. On August 18, 2003, the Debtors objected and sought to disallow and expunge the Universal Health Claim in its entirety on the grounds that the Debtors have no liability to Universal Health under the Claim. Subsequent to the filing of the Universal Health Claim, Universal Health advised the Debtors that it discovered additional claims against Westwood amounting to $57,234, which also arises under the Purchase Agreement. Universal Health proposed to amend its Claim to assert a $126,170 secured claim against Westwood's estate. To resolve amicably the Universal Health Claim, the UHS Claim, and the Debtors' objection, the parties engaged in arm's-length discussions, which culminated in a compromise and settlement of the Universal Health Claim and the UHS Claim. The salient terms of the Stipulation are: (1) The Universal Health Claim will be allowed for $126,170, which will be paid out of the Escrow Funds pursuant to the terms of the Escrow Agreement by and among Westwood, Universal Health, and SunTrust Bank, as Escrow Agent, dated as of January 22, 2001, and the Purchase Agreement; (2) The Parties agree to execute and deliver joint instructions to the Escrow Agent regarding disbursement of the Escrow Funds; and (3) The Debtors will pay to UHS $125,000 in cash, in full payment and settlement of the UHS Claim. Magellan Health Services is headquartered in Columbia, Maryland, and is the leading behavioral managed healthcare organization in the United States. Its customers include health plans, corporations and government agencies. The Company filed for chapter 11 protection on March 11, 2003, and confirmed its Third Amended Plan on October 8, 2003. Under the Third Amended Plan, nearly $600 million of debt will drop from the Company's balance sheet and Onex Corporation will invest more than $100 million in new equity. (Magellan Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000) MAGELLAN HEALTH: Names William McBride to Board Of Directors ------------------------------------------------------------ Magellan Health Services, Inc. (Nasdaq:MGLN) announced that it has named former health care executive William J. McBride to the Company's board of directors. Steven J. Shulman, chairman and chief executive office of Magellan, said, "We are fortunate to have an executive of Bill McBride's caliber join Magellan's new board of directors. Bill's experience leading large health care companies and his understanding of the specialty health care marketplace will be invaluable to the board as we work to position Magellan for further growth and success in the future." Prior to his retirement in 1995, McBride had been a director of Value Health, Inc. a NYSE specialty managed care company which included one of the largest behavioral health managed care companies at the time - Value Behavioral Health. From 1987 to 1995, McBride served as president and chief operating officer of Value Health, Inc., overseeing all operational activities of the company and its subsidiaries. Prior to his tenure at Value Health, McBride spent 15 years in a variety of positions with INA Corporation and its successor, CIGNA Corporation, including serving as president and chief executive officer of CIGNA Healthplan, Inc., vice president and controller of INA's Life and Healthcare Group and vice president of finance for CIGNA's Affiliated Business Group. McBride currently serves on the board of directors of AMERIGROUP Corporation, a managed health care company focused on providing services to Medicaid recipients. He also serves on the boards of Vista HealthCare Group, Inc., and Internet HealthCare Group. McBride was nominated by Onex Corporation to replace Christopher Govan, a managing director of Onex Corporation, on the Magellan board of directors. Magellan Health Services is headquartered in Columbia, Maryland, and is the leading behavioral managed healthcare organization in the United States. Its customers include health plans, corporations and government agencies. The Company filed for chapter 11 protection on March 11, 2003, and confirmed its Third Amended Plan on October 8, 2003. Under the Third Amended Plan, nearly $600 million of debt will drop from the Company's balance sheet and Onex Corporation will invest more than $100 million in new equity. MAIN STREET BREWING: Chapter 11 Voluntary Case Summary ------------------------------------------------------ Debtor: Main Street Brewing Co., Inc. dba Irish Times dba Attic 244 Main Street Worcester, Massachusetts 01608 Bankruptcy Case No.: 04-40427 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Marba Corporation 04-40428 Type of Business: The Debtor owns a brewery bar. Chapter 11 Petition Date: January 28, 2004 Court: District of Massachusetts (Worcester) Judge: Joel B. Rosenthal Debtor's Counsel: Frank D. Kirby, Esq. 314 West 2nd Street South Boston, MA 02127 Tel: 617-269-0011 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its 20-largest unsecured creditors. MBCSM CORP: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: M B C S M Corp. 4864 Arthur Kill Road Staten Island, New York 10309 Bankruptcy Case No.: 04-12039 Type of Business: The Debtor owns a Restaurant and catering services. Chapter 11 Petition Date: February 13, 2004 Court: Eastern District of New York (Brooklyn) Debtor's Counsel: Jay A. Meyers, Esq. 1688 Victory Boulevard, Suite 201 Staten Island, NY 10314 Tel: 718-273-2525 Fax: 718-981-0433 Total Assets: $130,000 Total Debts: $3,026,243 The Debtor did not file a list of it's 20-largest creditors. MEDINEX SYSTEMS: Annual Shareholders' Meeting Slated for Mar. 22 ---------------------------------------------------------------- The Annual Meeting of the Stockholders of Medinex Systems, Inc., a Delaware corporation, will be held on Monday, March 22, 2004, at 2:00 p.m., Pacific Standard Time, at the Company's corporate offices, 18300 Sutter Boulevard, Morgan Hill, California 95037, for the following purposes: (1) To elect five (5) members to the Company's Board of Directors to hold office until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified; (2) To change the Company's name to Maxus Technology Corporation; (3) To approve a new stock option plan for the benefit of the Company's employees, officers, directors and advisors; (4) To ratify the appointment of Schwartz Levitsky Feldman llp as independent public accountants for the Company; and (5) To transact such other business as may properly come before the meeting or any adjournment thereof. The holders of record of common stock of the Company at the close of business on January 23, 2004, will be entitled to vote at the meeting. Medinex Systems Inc., a health care technology solutions provider, filed for Chapter 11 bankruptcy protection on November 27, 2002, (Bankr. D. Id. Case No. 02-21797). On March 26 and 27, 2003, the Company sold all of its operating assets and the public shell. The transfer of the public shell has been consummated by the U.S. Bankruptcy Court. MID-ATLANTIC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Mid-Atlantic Building Systems Inc. 967 North Carolina Highway 211 East P.O. Box 699 Candor, North Carolina 27229 Bankruptcy Case No.: 04-10332 Type of Business: The Debtor, using a state of the art building facility, provides quality built residential, commercial and multi-family structures and innovative designs and floor plans. See http://www.midatlanticbuilding.com/ Chapter 11 Petition Date: February 6, 2004 Court: Middle District of North Carolina (Greensboro) Judge: Catharine R. Carruthers Debtor's Counsel: Dirk W. Siegmund, Esq. 121-B South Elm Street P.O. Box 3324 Greensboro, NC 27402 Tel: 336-274-4658 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Banks Lumber $57,697 Bennett Truck Transport, Inc. $54,704 Richmond Millwork $49,276 MW Manufacturers, Inc. $49,106 WESCO $44,371 Weyerhaeuser $37,517 Sears Commercial One $35,519 TriState Transporters $30,467 Montgomery Co. Tax Collector $26,754 Aristokraft $25,280 Guardian Building Products $24,346 Morgan Drive Away, Inc. $23,000 Georgia Pacific $21,971 Southeastern Millwork Co., Inc. $21,311 MAAX $20,366 Best Distributing Co. $19,573 Merillat $17,766 Billy's Home Service, Inc. $17,719 Jones Doors & Windows, Inc. $15,986 Builders Mutual Insurance $15,256 MIRANT: Woos Court to Extend McKinsey's Employment to May 31, 2004 ------------------------------------------------------------------ Mirant Corp., and its debtor-affiliates employed McKinsey & Company, Inc. United States to provide expertise in connection with improving efficiencies within certain of the Debtors' plants. McKinsey proposed to complete this process in two Phases. During Phase I, McKinsey would focus on identifying and prioritizing opportunities at the plant level while building a fact-base and project infrastructure. During Phase II -- the rollout -- McKinsey would focus on conducting "deep dives" at each plant to implement the proposed improved efficiencies. During the deep dive, McKinsey would assemble data with respect to spending activity, develop cash flow and EBIT improvement proposals, evaluate and prioritize selected ideas and create action plans to capture identified opportunities. According to Michelle C. Campbell, Esq., at White & Case LLP, in Miami, Florida, McKinsey divided Phase II into a series of "waves" to ensure organizational focus and appropriate resource commitment. During Wave I, McKinsey would focus on implementing improvements to three plants -- Mirant Chalk Point LLC, Mirant Lovett LLC and Mirant Canal LLC. The team would also focus on improving the effectiveness of the capital budgeting and management process. In Wave II, McKinsey would conduct "deep dives" on two of three additional plants. Those plants would likely include Morgantown, Dickerson and Potomac River. In addition, the team would address two to three high potential procurement spend categories across the portfolio. The Debtors expect that the economic impact of Wave II would be significant, reaching $25,000,000 to $35,000,000 based on McKinsey's initial Phase I diagnostic. Ms. Campbell notes that McKinsey completed Phase I on November 7, 2003 -- before the Court approved McKinsey's employment on December 3, 2003. Pursuant to the Employment Order, McKinsey was authorized to complete only Phase I and Wave I of Phase II. The Debtors are then required to obtain further Court approval to extend McKinsey's engagement beyond February 28, 2004 or the initial wave of Phase II. Ms. Campbell tells the Court that McKinsey is still progressing with Wave I of Phase II with an expected on-time completion date of February 20, 2004. Shortly thereafter, McKinsey will present to the Debtors' management and the official committees a report of the results of Wave I. Based on the preliminary reports of the results being achieved in Wave I, the Debtors believe that McKinsey should immediately begin Wave II and complete the rollout. McKinsey projects that it could begin Wave II of Phase II during the week of February 29, 2004. Given the need to obtain a hearing on regular notice before the February 28, 2004 expiration of McKinsey's employment, the Debtors seek to extend McKinsey's engagement through the rollout, subject to review and analysis of the Wave I report. The Debtors intend to supplement its request with more detailed discussions of the result of Wave I before the February 25, 2004 hearing date. Ms. Campbell reports that during the Wave I of Phase II, McKinsey generated over 2,000 improvement ideas at the Wave I Plants and will likely implement over 200 ideas. The portion of the original OPI opportunity estimate for Wave I Plants was $25,000,000 to $45,000,000 of full run-rate cash flow improvement. The Debtors are confident that benefits from Wave I will exceed the original estimate, approaching $50,000,000. In addition, the McKinsey proposals have resulted in significant improvement in capital with a 10-year average decrease of $42,000,000 per year. Ms. Campbell relates that Wave II of Phase II is expected to last three months -- from March to May 2004. McKinsey's requested flat fee for Wave II, inclusive of expenses, is $2,925,000. Fees incurred to date for Phase I and Wave I of Phase II total $3,425,000, inclusive of expenses. McKinsey previously represented to the Debtors that it is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. To be best of the Debtors' knowledge, McKinsey remains to be a disinterested person to date. Accordingly, the Debtors ask the Court to: (a) extend McKinsey's engagement from March 1, 2004 through May 31, 2004; (b) authorize the Debtors to direct McKinsey to complete the rollout; and (c) approve McKinsey's fee request for Wave II and related services, subject to the same requirements set forth in the Employment Agreement. (Mirant Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000) MTS INCORPORATED: Gets Approval to Appoint Berger as Claims Agent ----------------------------------------------------------------- MTS Incorporated and its debtor-affiliates sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware to appoint Robert L. Berger & Associates, LLC as Noticing, Claims and Balloting Agent. Berger is expected to: a) prepare and serve certain required notices in these chapter 11 cases, including: i) notice of the commencement of these chapter 11 cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code; ii) notice of the claims bar date; iii) notice of objections to claims; iv) notice of any hearings on a disclosure statement and confirmation of a plan of reorganization; and v) other miscellaneous notices to any entities as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases; b) within 5 days after the mailing of a particular notice, file with the Clerk's Office a certificate or affidavit of service that includes a copy of the notice involved, an alphabetical list of persons to whom the notice was mailed and the date of the mailing; c) maintain copies of all proofs of claim and proofs of interest filed; d) maintain official claims registers by docketing all proofs of claim and proofs of interest on claims registers, including the following information: i) the name and address of the claimant and any agent thereof if the proof of claim or proof of interest was filed by an agent; ii) the date received; iii) the claim number assigned; and iv) the asserted amount and classification of the claim; e) implement necessary security measures to ensure the completeness and integrity of the claims registers; f) regularly transmit to the Clerk's Office a copy of the claims registers requested by the Clerk's Office on a more or less frequent basis; g) maintain an up-to-date mailing list for all entities that have filed a proof of claim or proof of interest, which list shall be available upon request of a party in interest or the Clerk's Office; h) provide access to the public for examination of copies of proofs of claim or interest without charge during regular business hours; i) record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice of such transfers as required by Bankruptcy Rule 3001(e); j) comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders, and other requirements; k) provide temporary employees to process claims, as necessary; and l) promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe. Berger's hourly rates are: Claims Processing $35 to $70 per hour Specialized Services Technical $95 to $285 per hour Programming $100 to $185 per hour Clerical Support $35 to $85 per hour Balloting Services $35 to $65 per hour Necessary Date Accumulation $65 to $285 per hour Headquartered in West Sacramento, California, MTS, Incorporated -- http://www.towerrecords.com/-- is the owner of Tower Records and is one of the largest specialty retailers of music in the US, with nearly 100 company-owned music, book, and video stores. The Company, together with its debtor-affiliates, filed for chapter 11 protection on February 9, 2004 (Bankr. Del. Case No. 04-10394). Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at Richards Layton & Finger represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed its estimated debts of over $10 million and estimated debts of over $50 million. NASH FINCH: Patitucci Joins Company as Executive VP -- Marketing --------------------------------------------------------------- Nash Finch Company (Nasdaq:NAFC), a leading national food retailer and distributor, named James Patitucci as Executive Vice President, Merchandising and Marketing. "James' three decades of industry experience is highlighted by a solid track record of success," Ron Marshall, CEO of Nash Finch stated. "His reputation for attention to detail and an ability to execute fits right in with our Performance Driven culture. We are pleased to welcome James to our team," Marshall concluded. "I am very happy to join an organization that places so much emphasis on the combination of strategy and execution," Patitucci said. "I look forward to contributing to the continued growth and success of Nash Finch." Patitucci most recently served as the President of Grocery Outlet, a privately held extreme value discount grocery retailer based in Oakland, California. He began his career with Alpha Beta supermarkets, holding a variety of operational and corporate positions, including responsibility for buying/merchandising in numerous grocery, frozen food and management categories. As Alpha Beta merged with Food 4 Less and later Ralph's grocery, James served in a variety of capacities including Senior Vice President, Sales and Marketing for Ralph's Supermarkets, which at the time was a $6.5 billion division of Kroger. Nash Finch Company is a Fortune 500 company and one of the leading food retail and distribution companies in the United States with approximately $4 billion in annual revenues. Nash Finch currently owns and operates more than 100 stores in the Upper Midwest, principally supermarkets under the AVANZA(R), Buy n Save(R), Econofoods(R), Sun Mart(R) and Family Thrift Center(TM) trade names. In addition to its retail operations, Nash Finch's food distribution business serves independent retailers and military commissaries in 28 states, the District of Columbia and Europe. Further information is available on the company's Web site at http://www.nashfinch.com/ * * * As reported in the Troubled Company Reporter's January 30, 2004 edition, Standard & Poor's Ratings Services revised its outlook on Nash Finch Co. to negative from stable. Ratings, including the 'B+' corporate credit rating, were affirmed. The outlook revision reflects continued competitive pressures from traditional supermarket operators and supercenters, which are expected to restrain recovery in same-store sales from very weak levels. "The ratings on Minneapolis, Minnesota-based Nash Finch reflect its relatively small scale in the highly competitive food wholesaling and supermarket industries," said Standard & Poor's credit analyst Mary Lou Burde. Given the difficulty of competing on price with larger companies, Nash Finch must continue to improve operating efficiencies and service levels. These risks are mitigated by the company's stabilized food distribution business over the past three years and leading market positions in many upper-Midwest markets. The company has annual sales of about $3.9 billion. NASH FINCH: Q4 and Fiscal 2003 Conference Call Set for Feb. 26 -------------------------------------------------------------- Nash Finch Company (Nasdaq:NAFC), a Minneapolis-based food retailer and distributor, announced that it will host a teleconference to discuss its fourth quarter and fiscal 2003 financial results on Thursday, February 26, 2004 at 10 a.m. CT (11 a.m. ET). Investors can access an Internet broadcast of this teleconference at the Nash Finch Web site, http://www.nashfinch.com/.Internet broadcast participants will be able to listen to the call live, but will be unable to ask questions. The replay of the Internet broadcast will be available on the Nash Finch website starting at 1 p.m. CT (2 p.m. ET) on February 26, 2004. An audio replay of the teleconference will be available via telephone at 1-800-428-6051 with the passcode of 335078. The audio replay will be available starting at 1 p.m. CT (2 p.m. ET) on February 26 through March 4, 2004. * * * As reported in the Troubled Company Reporter's January 30, 2004 edition, Standard & Poor's Ratings Services revised its outlook on Nash Finch Co. to negative from stable. Ratings, including the 'B+' corporate credit rating, were affirmed. The outlook revision reflects continued competitive pressures from traditional supermarket operators and supercenters, which are expected to restrain recovery in same-store sales from very weak levels. "The ratings on Minneapolis, Minnesota-based Nash Finch reflect its relatively small scale in the highly competitive food wholesaling and supermarket industries," said Standard & Poor's credit analyst Mary Lou Burde. Given the difficulty of competing on price with larger companies, Nash Finch must continue to improve operating efficiencies and service levels. These risks are mitigated by the company's stabilized food distribution business over the past three years and leading market positions in many upper-Midwest markets. The company has annual sales of about $3.9 billion. NATIONAL BENEVOLENT: Files for Chapter 11 Protection in W.D. Tex. ----------------------------------------------------------------- National Benevolent Association, which manages more than 70 facilities financed by the Department of Housing and Urban Development and owns and operates 18 other facilities, including 11 multi-level older adult communities, four children's facilities and three special-care facilities for people with disabilities, said that, in order to facilitate the completion of its restructuring plan and assure the continuation of its mission, it and 25 of its affiliates have filed petitions under Chapter 11 of the Bankruptcy Code. The filings, which occurred upon the approval of the NBA's National Board of Trustees, took place in the U.S. Bankruptcy Court for the Western District of Texas at San Antonio, where NBA operates NBA Patriot Heights, a 230-resident, multilevel senior community. The HUD facilities were not included in the filing. At the same time, NBA requested that the Court allow it to segregate resident entrance fees and annuities from its general funds so that they are not subject to attachment by creditors, and maintain trust accounts for certain residents and patients, as has been its pre-petition practice. "This is an extremely difficult step, but the Board felt it had no choice but to move forward to complete the debt restructuring and minimize the uncertainty for the residents of NBA's senior living communities, people with disabilities and at-risk children and families," said Rev. David Mindel, chair of the NBA Board of Trustees. "Management and the Board have worked diligently with our banks and bondholders over the past eight months in pursuit of an out- of-court restructuring. Sadly, however, it became clear to all of us that the best interests of NBA and the people it serves differed dramatically from those of our creditors. Our aim throughout the process was to find a productive middle ground from which to resolve our differences. Having been unsuccessful in bringing our creditors to the table, we must do what we feel is prudent to protect our residents and the integrity of our endowment from creditors who have shown themselves to be remarkably unsympathetic to NBA, its mission and the people it serves." Creditors Demand Increased Fees, Reduced Services for Residents According to Cindy Dougherty, NBA president, in the course of discussions with creditors, it was suggested to NBA that one-time entrance and monthly maintenance and rental fees be increased, in some instances, in excess of 100 percent over a four-year period; that NBA dramatically reduce resident services; and effectively freeze or reduce wages across the board at its service units. Ms. Dougherty said that the wage cuts suggested by the creditors would be on top of NBA's recent reductions in personnel throughout the organization and the extremely competitive labor market for many of the organizations employment classes, including nurses, which comprise more than one-third of all NBA employees and salaries. "Clearly," Ms. Dougherty said, "these short-term and short-sighted 'fixes' do not provide practical business solutions. They are inconsistent with the mission of NBA and are not something our residents can live with. The financial dilemma in which NBA finds itself is not a question of fixing operations. We're already doing that. We need to restructure the debt." Ms. Dougherty said that NBA proposals to restructure the organization by streamlining operations, while maintaining high- quality care at equitable costs, were repeatedly rejected by the banks and bondholders. "We always believed, and until this week continued to believe, that the most effective resolution for NBA and its creditors lay in an out-of-court restructuring." The December 2, 2003, report from Moody's agreed, stating that "a bankruptcy filing will ultimately result in a smaller recovery to bondholders than if the parties had been able to negotiate a settlement outside of bankruptcy." According to Ms. Dougherty, however, "The message we got was that they wanted to recoup their investment in full, and that they were not above putting the welfare of existing residents or the NBA endowment fund at risk. "All along, we have been fighting for our residents, doing everything within our power to provide them with the same sense of comfort and well-being they have always enjoyed as members of the NBA family," Ms. Dougherty said. She added that NBA and its clients are "in the fight of their life" as are many non-profit organizations and those they serve. She said that, as a result of unprecedented downturns in investment income, declines in government reimbursements and charitable giving on the one hand, and the skyrocketing cost of insurance, healthcare and related services on the other, the financial model on which the NBA and many similar non-profits are built no longer works. "It worked in the late '80s and early '90s when they lent us the money and NBA's investment income averaged double-digits. But it doesn't work today when NBA's investment income has averaged in the low single digits -- or even negative returns -- since 1999," she said. The banks' and bondholders' refusal to engage in productive discussions, she said, have negatively impacted our donations and our sales and rentals. They have also negatively impacted the value of the bonds, tarnished NBA's credit and contributed to widespread tension and uncertainty, particularly among the elderly populations NBA serves. Operations Continue to be Streamlined According to Ms. Dougherty, when the financial markets collapsed in 1999, NBA moved to shore up operations, rationalizing costs in line with revenue. In the past three years, she said, NBA has: * Closed or sold nine underperforming facilities, including five senior living units and one children's care unit. * Consolidated operations at its regional business and development offices and centralized its children's care and special care facilities. * Reduced local unit staff by approximately 9 percent, resulting in an estimated savings of $1.8 million in salary and benefits. * Reduced headquarters staff by 27 percent and reduced pension plan contributions for central office employees for an additional savings of $1.9 million. * Sold approximately $3.2 million in real estate assets. * Reduced service-unit staff costs by $2.7 million. * Eliminated $1.5 million of non-salary costs. * Centralized cash management, accounting and payroll for an annual savings of $750,000. * Streamlined HUD operations resulting in annual savings of $300,000. "There is no more we can do without compromising the mission we serve and the services we provide," Ms. Dougherty said, adding that on average NBA senior-living facilities are approximately 92 percent occupied and that increases in resident fees average approximately 6 percent per year -- in line with the national average as reported by the American Association of Homes and Services for the Aging (AASHA). "Since the 1880s," Ms. Dougherty said, "NBA has been dedicated to serving at-risk children and families, abused and abandoned children, people with disabilities and senior citizens, many of whom are at or below the poverty level. Looking back over the last 117 years, it is hard to identify a time when nonprofit groups have faced financial pressures as severe as those we face today, yet as many of our residents will tell you, their NBA home is the nicest home they've ever had." The NBA has approximately $214 million of outstanding bond debt, for which UMB Bank serves as trustee, including approximately $63 million of variable-rate bonds backed by letters of credit provided by a bank group led by KBC Bank, N.V., as agent, and $151 million of fixed-rate bonds. The bank group includes: First Bank, N.A.; First National Bank of St. Louis, an affiliate of Central Bancompany; U.S. Bank, a subsidiary of U.S. Bancorp; and National Cooperative Bank. In December, the banks intentionally caused the acceleration of the debt by refusing to extend the letters of credit. NBA, in turn, failed to make scheduled payments of approximately $2.5 million of principal and interest on some fixed-rate debt and approximately $7.8 million of variable-rate debt, which was the first scheduled installment of eight equal payments over 24 months due to KBC. As of December 31, 2003, NBA reported assets of approximately $368.7 million, including $215.2 million in plant, property and equipment and liabilities of $293.4 million. It currently has an endowment and investment fund of more than $89 million, the unrestricted balance of which has been used for capital expenditures and debt service as well as for other mission-related support. NBA has received commitments for approximately $50 million in debtor-in-possession (DIP) financing from LaSalle Bank of Chicago. According to papers filed with the Court today, the funds will be used to finance operations during the restructuring process. Day-to-Day Operations Continue as Usual Ms. Dougherty said that the security and welfare of its residents remain the organization's first concern. "We do not expect the filing to impact the day-to-day care and services we provide residents." NBA has requested the Court's immediate permission to pay employees and continue their benefits with no interruption, and vendors will be paid timely for all goods and services provided after the date of the filing. Ms. Dougherty said marketing efforts would continue as usual, with sales of new and vacant units to be pursued aggressively. Earlier this month, NBA announced a plan to speed the return of entrance fee refunds to former residents of NBA Cypress Village in Jacksonville, Fla., and to improve contract provisions on entrance fee refunds for current and future residents there. Through these actions, NBA hopes to boost sales and rentals and recoup revenue streams that were negatively impacted as a result of the publicity surrounding the bank/bondholder crisis. Headquartered in St. Louis, NBA is the social and health services division of the Christian Church (Disciples of Christ). NBA operates more than 90 facilities in 20 states and provides healthcare and community services and/or housing for more than 20,000 older adults, at-risk children and families and people with disabilities, the vast majority of whom are at or below the poverty level. NBA has approximately 3,000 employees. For further information, please contact: Bob McCarty of National Benevolent Association, +1-314-812-1712. NAVISTAR INTL: Schedules Q1 Conference Call Web Cast February 23 ---------------------------------------------------------------- Navistar International Corporation (NYSE:NAV), the nation's largest combined commercial truck, school bus and mid-range diesel engine producer, announced that it will hold a live audio web cast Monday, February 23, 2004, at 10 a.m. Central Daylight Time, to discuss financial results and business highlights for the first fiscal quarter ended January 31, 2004, and the outlook for the remainder of the year. The company's earnings news release will be distributed on Business Wire approximately three hours in advance of the call. Speakers on the call will be Daniel C. Ustian, president and chief executive officer and Robert C. Lannert, vice chairman and chief financial officer. The web cast can be accessed through a conference call link on the investor relations page of Navistar's web site at http://www.nav- international.com/. Investors are advised to log on to the web site at least 15 minutes prior to the call to allow sufficient time for downloading any necessary software. The financial and statistical information provided as part of the call will be available to investors on the investor relations page of the company's web site prior to the start of the call. The web cast will be available for replay at the same address approximately three hours following its conclusion through 5 p.m. on March 4, 2004. * * * As reported in the Troubled Company Reporter's February 4, 2004 edition, Fitch Ratings affirmed Navistar International Corp., and Navistar Financial Corp.'s senior unsecured debt and subordinated debt ratings at 'BB' and 'B+', respectively. The Rating Outlook is revised to Stable from Negative. Approximately $2.6 billion of debt are covered by Fitch's actions. NETDRIVEN SOLUTIONS: Dec. Net Capital Deficit Widens to $1.8MM -------------------------------------------------------------- NetDriven Solutions Inc. (NDS: TSE) announced unaudited financial results for the first quarter ended December 31, 2003. During the 3rd and 4th quarters, the Company took necessary action to improve the financial position of the Company. NetDriven sold or discontinued the operations of its subsidiaries and made reductions in staffing and management. The Company also negotiated an informal arrangement with its creditors to settle the majority of its outstanding indebtedness. These restructuring efforts continued during the first quarter of fiscal 2004. Shareholder approval for the restructuring was obtained at the Annual and Special General Meeting held on January 19, 2004. The restructuring efforts remain subject to regulatory approval. With restructuring now substantially completed, NDS is considering potential acquisition or merger opportunities with the view to reestablishing value for the shareholders of the Company. Netdriven Solutions' December 31, 2003 balance sheet shows a total stockholders' equity deficit of $1,803,539 Overview During the first quarter, NDS continued to pursue potential acquisition or merger opportunities with the view to reestablishing value for the shareholders of the Company. Results of Operations Continuing operations in the first quarter of fiscal 2004 reflect the efforts of NetDriven to finalize restructuring activities and to locate new business ventures and opportunities for the Company. In the first quarter of fiscal 2004, NetDriven had a net loss of $133,635. It should be noted that results from operations in the prior fiscal 2003 comparative period ended December 31, 2002 includes operations which were discontinued in fiscal 2003. Revenue NetDriven had no revenue in the three month period ended December 31, 2003. The sole focus of activities in the period was to complete restructuring and to identify merger, acquisition or other new business opportunities for NDS. Operating Expenses The Company had no selling, operations, product development or production costs in the first quarter of fiscal 2004. General and administrative expenses of $133,635 consist primarily of severance payments to former employees, contracts with individuals and organizations aiding in the restructuring of the business, office occupancy costs, and professional services fees . The Company continues to control these expenses to minimize costs incurred during restructuring as it seeks new business opportunities. Liquidity and Capital Resources As at December 31, 2003, the Company had cash on hand of $83,066 and, as the result of restructuring efforts in the first quarter and in fiscal 2003, no long term debt. Restructuring Restructured accounts payable of $1,159,901 and restructured promissory notes of $291,569, together totaling $1,451,470, reflect pending issuance of shares, subject to TSX regulatory approval, resulting from successful informal negotiations during fiscal 2003 and in the first quarter of fiscal 2004 with various creditors to settle outstanding debts and liabilities. Private Placement The Company raised further capital during the first quarter of fiscal 2004 through a private placement of 14,000,000 common shares priced at $0.02 per share, realizing proceeds of $280,000 from the offering. Use of proceeds is for working capital to enable the Company to continue to locate potential new business opportunities for NetDriven. Outlook NetDriven has been working to restructure its operations to extract the most value for all stakeholders and to obtain new financing to sustain the Company as it seeks an acquisition, merger partner or acquirer. NetDriven is seeking to arrange an acquisition or merger with another corporation. The Company has been in discussion with a number of parties who have expressed an interest in either being acquired by or merging with NetDriven, however, as yet there are no firm offers. Upon completing a merger or acquisition transaction, NDS will seek to reestablish trading on the TSX. NEVADA STAR: Shareholders Okay New Directors & Stock Option Plan ---------------------------------------------------------------- The shareholders of Nevada Star Resource Corp. (OTC-BB: NVSRF and TSX-V: NEV) voted overwhelmingly in favor of electing management's Board nominees at the Annual General Meeting held in Vancouver, BC at the end of January. Monty Moore, Robert Angrisano, Gerald Carlson, Stuart Havenstrite and Richard W. Graeme were re-elected while Edward H. Waale and Michael W. Sharon were newly elected. Subsequent to the AGM, Monty Moore was reappointed Chairman and CEO while Robert Angrisano was reappointed President. "The directors are committed to creating long term value for our shareholders and maximizing shareholder value by discovering large quantities of high quality metals that can be economically mined, have shown strong price performance and that are likely to have continuing demand worldwide" stated Robert Angrisano, President of Nevada Star. "I'm proud to say that we have added two excellent members to our Board who are committed in helping us achieve our goals." Edward H. Waale graduated from Central Washington University with degrees in Geography and Business Administration/Accounting. He has been employed by The Museum of Flight in Seattle Washington as their Chief Financial Officer since 1995. Prior employment was with Northern Life Insurance Company, where he spent twenty years in various capacities, the last being it's Vice President - Controller/Treasurer. Mr. Waale has been responsible for the coordination of the annual audits of the above entities for over 30 years. He is a Certified Public Accountant in the State of Washington and is a member of the American Institute of Certified Public Accountants and the Washington Society of Certified Public Accountants. Michael Sharon has a BA from the University of California and a JD from the University of Arizona. He is a past member of the California and Alaska Bar Associations, was formerly the managing partner of a law firm in Anchorage, Alaska and has owned and operated several new car dealerships, both in Montana and Washington, and a safety and rescue business in Alaska. Currently, he manages his own stock and real estate investments. The shareholders also approved the adoption of a Stock Option Plan to provide an incentive to its directors, officers, employees and consultants. The Stock Option Plan is structured so that both Incentive Stock Options qualified plan under the U.S. Internal Revenue Code and non qualified stock options may be issued. The maximum number of shares which may be issued under this Stock Option Plan shall not exceed in the aggregate of 7,000,000 common shares. The Stock Option Plan is subject to regulatory approval. Nevada Star Resource Corp. is a mineral exploration company that uses the most advanced technology to search for metals that are in high demand, such as platinum. Platinum is key to building hydrogen fuel cell technologies that will help significantly reduce air pollution and American dependency on foreign oil. Nevada Star Resource Corp. currently has projects in Alaska, Nevada and Utah. For more information, including maps, photos and project descriptions, visit: http://www.nevadastar.com/. * * * As previously reported in the Troubled Company Reporter, the Company has a history of losses and no revenues from operations but is making preparations for a significant exploration campaign on its MAN Ni-Cu-PGE property in Alaska. This program will include geological, geochemical and geophysical surveys, followed by diamond drilling. Final budgeting for this proposed program has not yet been completed. The Company does not currently have sufficient funds to satisfy cash demands for operations for the next 12 months, including general and administrative costs and the proposed exploration program. The Company is examining two options. One would be to option all or a part of the MAN project to a major mining company who would then finance the required exploration. To that end, the Company is in discussion with a number of companies. Alternatively, the Company is examining the feasibility of making an offshore private placement of its common stock to certain Canadian investors under a Regulation S exemption from registration under the Securities Act or to certain accredited investors in the United States pursuant to Rule 506 of Regulation D of the Securities Act. There can be no assurance that the Company will successfully complete this offering. Smythe Ratcliffe, Chartered Accountants of Vancouver, British Columbia added "COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA- US REPORTING DIFFERENCES" to it auditors report concerning Nevada Star Resource Corporation, dated December 5, 2002. "In the United States, reporting standards for auditors require the addition of an explanatory paragraph, following the opinion paragraph, when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in note 2 to the consolidated financial statements. Our report to the shareholders dated December 5, 2002 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors' report when these are adequately disclosed in the financial statements." NEXTWAVE: FCC Approves Cingular Wireless' Bid to Buy Licenses ------------------------------------------------------------- U.S. regulators have approved a $1.4 billion bid by Cingular Wireless to buy wireless licenses covering 34 markets from NextWave Telecom Inc., Reuters reported. The Federal Communications Commission said late on Thursday it had approved the transfer of the licenses, which cover about 83 million potential customers. The purchase will boost the wireless holdings of Cingular, a joint venture of BellSouth Corp. and SBC Communications Inc., in markets such as San Francisco, Los Angeles, Boston and Chicago. Hawthorne, New York-based NextWave filed for bankruptcy on December 23, 1998, (Bankr. S.D.N.Y. Case No. 98-23303), after paying only $500 million out of the $4.7 billion it owed for scores of licenses it won at auctions held by the FCC. The sale got approval from bankruptcy court in September. "The proceeds of the deal will enable us to satisfy a significant portion of our obligations to the government and to other creditors," Allen Salmasi, NextWave's chairman and CEO, said in a statement, reported the newswire. (ABI World, Feb. 16) NOVA CHEM: To Present at Morgan Stanley Conference on Feb. 24 ------------------------------------------------------------- Analyst Conference: Morgan Stanley Basic Materials Conference (New York) Tuesday, February 24, 2004 10:00 a.m. EST (9:00 a.m. CST; 8:00 a.m. MST; 7:00 a.m. PST) Speaker: Jeff M. Lipton, President and CEO Live Webcast Access: Option 1 - The webcast link will be available at http://www.novachemicals.com/- Investor Relations - Events/Presentations - Morgan Stanley Basic Materials Conference on Tuesday, Feb. 24, 2004, at 9:45 a.m. EST. or Option 2 - The webcast link also will be available at http://www.vcall.com/. Webcast Replay: A replay of the webcast will be available at http://www.novachemicals.com/- Investor Relations - Events/Presentations after the presentation. Presentation Slides: The slides will be available on Tuesday, February 24, 2004, at 9:45 a.m. EST at http://www.novachemicals.com/- Investor Relations - Events/Presentations. NOVA Chemicals (S&P, BB+ Long-Term Corporate Credit Rating, Positive) is a focused, commodity chemical company that produces ethylene, polyethylene, styrene monomer and styrenic polymers, which are used in a wide range of consumer and industrial goods. NOVA Chemicals manufactures its products at 18 operating facilities located in the United States, Canada, France, the Netherlands and the United Kingdom. The company also has five technology centers that support research and development initiatives. NOVA Chemicals Corporation shares trade on the Toronto and New York stock exchanges under the trading symbol NCX. Visit NOVA Chemicals on the Internet at: http://www.novachemicals.com/ ONE PRICE: Plans Layoffs & Asset Sales to Maximize Estate's Value ----------------------------------------------------------------- One Price Clothing Stores, Inc. (OTC Bulletin Board: ONPR), announced that, subject to final approval of the Bankruptcy Court, it will be proceeding to sell assets in order to maximize the return to its stakeholders and that, as part of the bankruptcy, it had been forced to lay off approximately 200 people at its Home Office and Distribution Center in Duncan, South Carolina last Friday. John Disa, the Company's President and Chief Executive Officer, stated: "Although, as previously reported, the Company has been faced with liquidity issues, the unfortunate collapse in negotiations Sunday, February 8, with our various stakeholders for an out of court settlement required an emergency filing for protection from creditors the following day. We immediately notified all our employees. While we are in active negotiations with interested parties with regard to our subsidiaries in Puerto Rico and the Virgin Islands, once final approval from the Bankruptcy Court is received we plan to proceed promptly with the sale of store leases and "Going out of Business" sales, initially in our stores in the United States, followed by our stores in Puerto Rico and the Virgin Islands . This process is expected to be completed within six to eight weeks." Mr. Disa added: "We are greatly saddened that despite all our efforts and the support of our majority shareholder, we were required to lay off approximately 200 people in our Home Office and Distribution Center located in Duncan, South Carolina last Friday due to the liquidating nature of this Chapter 11 and the absence of financial resources to sustain the business going forward. Obviously, further layoffs will follow as the Company proceeds to liquidate. Fortunately, the associates 401-K plans are fully protected as separate trust assets and all associates will be able to continue their health benefits by paying in to COBRA while the plan continues. We wish to thank our approximately 3,000 associates, who have served loyally and with dedication over the years. We will do all we can to assist associates being laid off subject to the constraints of our severely limited resources and the guidelines of the Bankruptcy Court and Creditors Committee." One Price Clothing Stores, Inc. currently operates stores in 30 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands under the One Price & More!, BestPrice! Fashions and BestPrice! Kids brands. For more information on One Price, visit www.oneprice.com . For information on the Bankruptcy, call: (877) 877-5121. O'SULLIVAN INDUSTRIES: Revises Q2 2004 and Year To Date Results --------------------------------------------------------------- O'Sullivan Industries Holdings, Inc. (Pink Sheets: OSULP), a leading manufacturer of ready-to-assemble furniture, announced a change to its previously released financial results for the three and six month periods ended December 31, 2003. The company announced these results February 12, 2004, in an earnings release that was also furnished to the SEC on a Form 8-K. Subsequent to that filing, the company revised its financial information for the three and six month periods ended December 31, 2003 to defer recognition of an insurance recovery until the insurance proceeds have been received. As a result, the net loss for the three and six month periods ended December 31, 2003 increased $542,000. We will recognize the gain from the insurance recovery, which we currently expect to be approximately $550,000, during the period that the insurance proceeds are received. This insurance recovery is expected to occur during the second half of fiscal 2004. The revision to the statement of operations did not affect our cash flows from operations. The Company expects to file its Form 10-Q on February 17, 2004. In its February 12, 2004, results filing, the company reported a total shareholders' equity deficit of about $150 million at December 31, 2003. OWENS: Receives Go-Ahead to Acquire Plant Equipment for $13.3MM --------------------------------------------------------------- The Owens Corning Debtors sought and obtained the Court's authority pursuant to Section 363 of the Bankruptcy Code to exercise a purchase option with respect to an equipment lease agreement with DrKW Finance, Inc., formerly known as Dresdner Kleinwort Benson North America Leasing, Inc. As previously reported, Owens Corning, as lessee, and Dresdner, as lessor, are parties to a Master Equipment Lease Agreement, dated as of December 29, 1998, for certain equipment and related personal property. The Equipment is used in Owens Corning's insulation, composites and roofing businesses. In an effort to resolve certain issues with respect to the Debtors' use of the Equipment postpetition, Owens Corning and Dresdner agreed on an interim business solution and entered into an interim letter agreement dated September 27, 2001. However, to ratify the payments that Owens Corning previously made to Dresdner pursuant to the Letter Agreement and the parties' continued course of dealings subsequent to the termination by its terms of the Letter Agreement, and otherwise to modify the economic terms of the Letter Agreement on a going-forward basis, Owens Corning and Dresdner entered into a Stipulation dated as of April 23, 2002, which the Court approved on June 5, 2002. The Purchase Option Section 17 of the Schedule provides that Owens Corning has the right, on March 30, 2004, to purchase all of the Equipment at the pre-determined price of 40% of the cost of the Equipment. The Purchase Option is predicated upon full quarterly payments up to that date. The parties agreed that, notwithstanding any provision to the contrary in Section 17 of the Schedule, Owens Corning may immediately exercise the Purchase Option, pursuant to these terms: (1) Owens Corning will pay to Dresdner: (a) $13,353,792; plus (b) continuing per diem interest calculated pursuant to the terms of the Equipment Agreement until the date on which Owens Corning pays to Dresdner $13,353,792; (2) Upon payment of the Purchase Price, Dresdner will sell, transfer, assign and convey to Owens Corning title to the Equipment, free and clear of all liens, encumbrances, charges and other exceptions to title, except liens created by or on behalf of Owens Corning, and will deliver to Owens Corning a bill of sale; (3) Upon payment of the Purchase Price to Dresdner, Dresdner will release all liens and security interests granted to it or its affiliates, successors, predecessors, assigns, parents or subsidiaries in the Equipment and will deliver to Owens Corning all of the U.C.C. financing statements filed against the Equipment and termination statements or other appropriate documentation in form and substance reasonably satisfactory to Owens Corning, as may be reasonably necessary or appropriate to evidence the termination of liens and security interests in the Equipment; (4) Upon payment of the Purchase Price to Dresdner and delivery of the Bill of Sale and the Release Documents to Owens Corning, the Equipment Agreement will be deemed terminated, and the parties will have no additional obligations under the Equipment Agreement; (5) Upon payment of the Purchase Price to Dresdner, Dresdner forever releases and discharges the Debtors from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of action and obligations of every nature whatsoever, whether liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that the Dresdner Releasors may have against the Owens Releasees in connection with or relating to the Equipment Agreement or the Equipment which arose or occurred prior to the payment of the Purchase Price, except as set forth in the Bill of Sale; (6) Upon delivery of the Bill of Sale and the Release Documents to Owens Corning, the Debtors, forever release and discharge Dresdner from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of action and obligations of every nature whatsoever, whether liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, in connection with or relating to the Equipment Agreement or the Equipment which arose or occurred prior to the delivery of the Bill of Sale and the Release Documents, except as set forth in the Bill of Sale; (7) The payment of the Purchase Price by Owens Corning to Dresdner is in full and complete satisfaction of any and all claims that Dresdner may have against the Debtors with respect to the Equipment Agreement or the Equipment, except as set forth in the Bill of Sale; and (8) Upon payment of the Purchase Price by Owens Corning to Dresdner, Dresdner will amend any and all proofs of claims filed against the Debtors to $0. (Owens Corning Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service, Inc., 215/945-7000) PG&E NAT'L: ET Power Obtains Stay Lift to Set Off PJM Claim ----------------------------------------------------------- At NEGT Energy Trading Power, LP's behest, the Court modifies the automatic stay to allow PJM Interconnection, LLC, to set off a prepetition claim for amounts owed by ET Power against certain cash collateral held by PJM. PJM will return the remaining cash collateral to ET Power. PJM is a Delaware limited liability company serving as a regional transmission organization, regulated by the Federal Energy Regulatory Commission. The Cash Collateral Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, says that, as part of its energy trading activity, ET Power is a party to standard tariff-based trading agreements with PJM. Pursuant to the Agreements, ET Power is permitted to participate in a regional competitive market administered by PJM for the purchase and sale of electric energy, and other related services -- the PJM Interchange Energy Market. To pursue the transactions with PJM, ET Power is required to provide collateral to PJM. As of the Petition Date, PJM held $19,243,000 of ET Power's cash and a $2,800,000 letter of credit issued for PJM's benefit. On July 28, 2003, PJM drew on the full amount of the Letter of Credit. PJM, therefore, holds $22,043,000 of ET Power's cash as collateral. According to Mr. Nussbaum, as of the Petition Date, ET Power owed PJM $436,270 in prepetition amounts under the Trading Agreements and interest on the amount from the date it was originally due and unpaid plus ordinary retroactive "true-ups" relating to the energy markets. The $436,270 is the difference between a $7,236,325 prepetition payable by ET Power to PJM and a $6,800,054 prepetition receivable owed by PJM to ET Power. Mr. Nussbaum reports that PJM is, thus, over-collateralized in an amount exceeding $21,500,000. The Set-off Because the amount of the Cash Collateral provided to PJM greatly exceeds the amount of prepetition debt owed by ET Power, the parties agree that PJM will foreclose on the Cash Collateral and set off the Claim Amount against the Cash Collateral. ET Power will withdraw from the PJM Interchange Energy Market. In exchange, PJM will return to ET Power the Cash Collateral less the Claim Amount, along with an accounting of funds. The Setoff resolves a dispute over PJM's secured claim and will result in a cash payment to ET Power in excess of $21,000,000. (PG&E National Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000) RADIO UNICA: Kellogg Capital Discloses 5.64% Equity Stake --------------------------------------------------------- Kellogg Capital Group, LLC, beneficially owns 1,182,000 shares of the common stock of Radio Unica Communications Corporation, with sole voting and dispositive powers. The amount represents 5.64% of the outstanding common stock of Radio Unica. Headquartered in Miami, Florida, Radio Unica Communications Corp., the only national Spanish-language AM radio network in the U.S., broadcasting 24-hours a day, 7-days a week, filed for chapter 11 protection on October 31, 2003 (Bankr. S.D. N.Y. Case No. 03-16837). Radio Unica Communications Corp (OTCBB : UNCAQ) obtained confirmation of its First Amended Joint Prepackaged Plan of Liquidation on December 23, 2003, from the United States Bankruptcy Court for the Southern District of New York. Bennett Scott Silverberg, Esq., and J. Gregory Milmoe, Esq., at Skadden Arps Slate Meagher & Flom, LLP, represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $152,731,759 in total assets and $183,254,159 in total debts. RICHARD-JAMES INC: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Lead Debtor: Richard-James, Inc. Centennial Park 2 Centennial Drive Peabody, Massachusetts 01960 Bankruptcy Case No.: 04-10524 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- R.J./O.F. LLC 04-10523 R.J. Development Corporation 04-10525 Type of Business: The Debtor is a retailer of optical goods like Eyewear, lenses and others Chapter 11 Petition Date: January 22, 2004 Court: District of Massachusetts (Boston) Judge: Carol J. Kenner Debtors' Counsel: Michael J. Goldberg, Esq. Sherin & Logden, LLP 100 Summer Street Boston, MA 02110 Tel: 617-646-2000 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its 20-largest creditors. SEMCO ENERGY: Records FY 2003 Net Loss of $30 Million ----------------------------------------------------- SEMCO ENERGY, Inc. (NYSE: SEN) reported net income of $4.8 million, or $0.17 per share, for the fourth quarter of 2003 compared to net income of $4.6 million, or $0.25 per share, for the fourth quarter of 2002. The increase in net income, when compared to the fourth quarter of 2002, was primarily due to improved operating results from the Company's Gas Distribution Business, a lower operating loss at the Construction Services Business and lower dividends on trust preferred securities, partially offset by an increase in interest expense. The decrease in earnings per share was due to an increase in average outstanding common shares during the fourth quarter of 2003, when compared to the fourth quarter of 2002, as a result of the issuance of 8.7 million shares in August 2003. Eugene Dubay, Interim President and Chief Executive Officer, said, "Our Gas Distribution Business continues to perform well. Operating income for the fourth quarter of 2003 from this business was up slightly from the fourth quarter of 2002. Meanwhile, our Construction Services Business reported a smaller operating loss in the fourth quarter of 2003, compared to the fourth quarter of 2002, primarily due to cost cutting measures and other earnings improvement initiatives." YEAR-TO-DATE RESULTS For the year ended December 31, 2003, the Company had a net loss of $30 million, or $1.34 per share, compared to net income of $8.9 million, or $0.48 per share, for the year ended December 31, 2002. The decrease in earnings was due in part to non-cash charges totaling approximately $20.5 million for impairment of goodwill and equipment at the Company's Construction Services Business which, after adjusting for income taxes, increased the Company's net loss for 2003 by approximately $17.4 million, or $0.78 per share. The Company also incurred debt exchange and extinguishment costs during 2003, which increased the net loss by $15.6 million, or $0.70 per share. Other factors contributing to the decrease in earnings were an increase in overall interest expense, which includes dividends on trust preferred securities recorded after June 30, 2003, and a significant decrease in earnings from the Company's Construction Services Business, which is discussed in more detail in the Business Segment Results section below. IMPACT OF WEATHER Temperatures during the quarter and year ended December 31, 2003 were warmer than normal in Alaska. During the fourth quarter of 2003, temperatures in Michigan were warmer than normal, while during the year ended December 31, 2003, temperatures in Michigan were colder than normal. The Company has estimated that the combined variations from normal temperatures in Alaska and Michigan decreased net income by approximately $1.3 million during the fourth quarter of 2003 and by approximately $1.5 million during the year 2003. By comparison, temperatures in Alaska were warmer than normal during both the quarter and year ended December 31, 2002, and temperatures in Michigan were colder than normal for the fourth quarter of 2002 and warmer than normal for the year 2002. The Company has estimated that variations from normal temperatures in Alaska and Michigan combined decreased net income for the three months and year ended December 31, 2002 by approximately $1.4 million and $3.6 million, respectively. 2004 EARNINGS AND CAPITAL EXPENDITURES GUIDANCE The Company expects earnings of $0.28 to $0.32 per share for 2004. This estimate assumes normal temperatures in the Company's gas distribution service areas. The EPS estimate also includes earnings from the discontinued construction operations of $0.06 per share, assuming the sale occurs in the fourth quarter of 2004. The Company began marketing the Construction Services Business for sale recently and expects to complete the sale during 2004. It is too early in the selling process to determine the actual amount of proceeds and, therefore, no gain or loss from the sale is included in the EPS estimate. The EPS estimate also includes non-cash charges of $0.05 per share related to the early retirement of debt. The Company expects capital expenditures for property additions to be approximately $35 million in 2004. BUSINESS SEGMENT RESULTS GAS DISTRIBUTION The Gas Distribution Business reported operating income of $21.6 million during the fourth quarter of 2003 compared to $21.1 million during the fourth quarter of 2002. Operating income for the year 2003 was $59.2 million, which was essentially unchanged from 2002. However, the 2003 results include a number of offsetting items, when compared to 2002. Gas sales margin increased by $3.8 million while gas transportation and other operating revenues increased by approximately $5.3 million. These increases were offset almost entirely by a $9.1 million increase in operating expenses primarily caused by increases of approximately $3.5 million for employee benefit costs, including pension expense, health care costs and retiree medical costs, $1.5 million for commercial insurance costs, $1.5 million for uncollectible customer accounts and $2.1 million for expenses at Norstar, the company's pipeline management subsidiary. The primary items contributing to the increase in gas sales margin were the addition of new customers, an increase in gas consumption per customer and a decrease in unaccounted-for gas. The increase in gas transportation revenue was primarily due to an increase in gas deliveries at ENSTAR, partially offset by a decrease in customer rates at ENSTAR. The increase in other operating revenue is primarily due to a $2.5 million increase in revenues from Norstar and an increase in miscellaneous customer fees. The $0.5 million increase in operating income for the fourth quarter of 2003, compared to the fourth quarter of 2002, was due primarily to the same offsetting items that caused the variance in annual results, as discussed above. The Gas Distribution Business had 390,677 customers at December 31, 2003 compared to 383,298 at December 31, 2002. The volume of gas sold and transported during the three months ended December 31, 2003 and 2002 was 34.3 billion cubic feet (Bcf) and 33.2 Bcf, respectively. During the year 2003 and the year 2002, the volume of gas sold and transported was 118.6 Bcf and 110.0 Bcf, respectively. CONSTRUCTION SERVICES The Construction Services Business reported an operating loss of $1.8 million for the fourth quarter of 2003 compared to an operating loss of $3.6 million for the fourth quarter of 2002. The $1.8 million improvement in operating results was due primarily to cost cutting measures and other earnings improvement initiatives undertaken since last year and a decrease in depreciation expense. For the year 2003, the Construction Services Business reported an operating loss of $28.5 million compared to an operating loss of $2.4 million for the year 2002. The operating loss for year 2003 includes $20.5 million in non-cash charges for the impairment of goodwill and equipment. In addition, customers have delayed or cancelled projects, which has lead to a significant reduction in work levels and contributed to the increase in operating loss during 2003. This decrease in market demand increased competition for the supply of available work, which also caused a decrease in margins during 2003. In addition, weather conditions hindered productivity at various times during the first half of 2003. Operating revenue for the fourth quarter of 2003 and 2002 was $22.6 million and $23.3 million, respectively. Operating revenue for the year ended December 31, 2003 and 2002 was $83.5 million and $119.3 million, respectively. INFORMATION TECHNOLOGY The operating income of the Information Technology Services Business for the fourth quarter of 2003 and 2002 was $0.1 million and $0.2 million, respectively. Operating income for the year 2003 was $0.5 million compared to $0.6 million for the year 2002. The decrease in operating income during 2003 was primarily due to a loss on the sale of equipment and an increase in depreciation expense, offset partially by a decrease in administrative costs and business taxes. Operating revenue was $2.3 million during the fourth quarter of 2003 and $2.5 million during the fourth quarter of 2002. Operating revenue for the year 2003 and 2002 was $9.0 million and $9.6 million, respectively. PROPANE, PIPELINES AND STORAGE The Propane, Pipelines and Storage Business reported operating income of $0.6 million for the fourth quarter of 2003 and $0.7 million for the fourth quarter of 2002. Operating income for the year 2003 was $2.1 million compared to $1.9 million for the year 2002. The increase was primarily due to an increase in propane sales, due to colder temperatures, and a decrease in operating expenses and business taxes. These items were partially offset by an increase in depreciation expense. Operating revenue was $2.5 million for the three months ended December 31, 2003 and $2.3 million for the three months ended December 31, 2002. Operating revenue during the year 2003 and 2002 was $7.9 million and $7.1 million, respectively. SEMCO ENERGY, Inc. (S&P, BB- Corporate Credit Rating, Negative) is a diversified energy and infrastructure company that distributes natural gas to approximately 391,000 customers in Michigan and Alaska. It also owns and operates businesses involved in natural gas pipeline construction services, propane distribution and intrastate pipelines and natural gas storage in various regions of the United States. In addition, it provides information technology and outsourcing services, specializing in the mid-range computer market. SHAW: Unit Retrofits Duke Power Station for Cleaner Air Emissions ----------------------------------------------------------------- On Feb. 16, 2003, The Shaw Group Inc.'s (NYSE:SGR) subsidiary, Stone & Webster, Inc., and its consortium partner, ALSTOM held a ground breaking ceremony at Duke Power's Marshall Steam Station, the first of four stations to be retrofitted for cleaner air emissions under Duke Power's $1.25 billion Flue Gas Desulphurization Retrofit Program. Stone & Webster will perform engineering, procurement and construction services for this project, which is expected to be completed in 2007. "We are extremely pleased and proud to be partnered with Duke Power on such a significant program, which will improve air quality for the people of Catawba County," stated Michael P. Childers, President of Shaw's Engineering Construction and Maintenance division. "Coming off a successful 1,400-megawatt scrubber installation in Washington State, we are confident that our consortium has the capabilities and the proven processes to execute seamlessly on this project and we are pleased to be breaking ground on the Marshall Station." Duke Power awarded the Stone & Webster/ALSTOM consortium a $350 million contract to retrofit the Marshall Station in North Carolina, which is the first plant to be retrofitted under an Alliance Agreement with Duke Power for its FGD Retrofit Program. Under the terms of the Agreement, Stone & Webster and its consortium partner ALSTOM will retrofit twelve units (6,600 megawatts) at four power stations owned by Duke Power, a subsidiary of Duke Energy company. Stone & Webster and ALSTOM formed a consortium in December 2002 to execute, under separate contracts, Phase I and Phase II engineering and planning for Duke Power's FGD Retrofit Program. Services performed under these contracts included investigative studies to define Duke Power's air emissions issues as well as development of the optimal plant design for the power stations to be retrofitted. The consortium also executed conceptual design development of the lump-sum price for the retrofit work to be performed. Under the terms of the Alliance Agreement, ALSTOM will design, engineer and procure the process island (scrubber) -- the technology used to remove sulfur dioxide from power plant emissions -- and Stone & Webster will perform balance-of-plant design, engineering and procurement, as well as construction services for the scrubber installations. Other stations targeted for retrofitting under Duke Energy's FGD Retrofit Program include the Belews Creek, Allen and Cliffside stations in North Carolina. Duke Power, a business unit of Duke Energy, is one of the nation's largest electric utilities and provides safe, reliable, competitively priced electricity and value-added products and services to more than 2 million customers in North Carolina and South Carolina. In 2004, Duke Power celebrates 100 years of service. The company operates three nuclear generating stations, eight coal-fired stations, 31 hydroelectric stations and numerous combustion turbine units. Total system generating capability is approximately 19,900 megawatts. More information about Duke Power is available on the Internet at http://www.dukepower.com/ Duke Energy, headquartered in Charlotte, N.C., is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at http://www.duke-energy.com/ ALSTOM serves the energy market through its activities in power generation and power transmission and distribution, and the transport market through its activities in rail and marine. Additional information about ALSTOM is available at http://www.alstom.com/ The Shaw Group Inc. is a leading provider of consulting, engineering, construction, remediation and facilities management services to government and private sector clients in the environmental, infrastructure and homeland security markets. Shaw is also a vertically integrated provider of comprehensive engineering, consulting, procurement, pipe fabrication, construction and maintenance services to the power and process industries worldwide. The Company is headquartered in Baton Rouge, Louisiana and employs approximately 14,800 people at its offices and operations in North America, South America, Europe, the Middle East and the Asia-Pacific region. Additional information on The Shaw Group is available at http://www.shawgrp.com/ * * * As reported in the Feb. 10, 2004, issue of the Troubled Company Reporter, Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating and its other ratings on The Shaw Group Inc. At the same time, Standard & Poor's revised the outlook on the company to negative from stable. "The outlook revision reflects the fact that profitability and cash flow generation for fiscal 2004 ending August will be weaker than previously anticipated, because of continuing challenges on a few problem projects, reduced expectations of asset divestitures, and weakness in the higher margin pipe manufacturing operation," said Standard & Poor's credit analyst Heather Henyon. As a result, it is unlikely that Shaw will be able to meet Standard & Poor's expectations of total debt to EBITDA of 2.5-3x and EBITDA to interest coverage in the 3x area in 2004. However, a growing backlog of more steady environmental and infrastructure projects may enable the company to achieve an acceptable credit profile in the intermediate term. SOLUTIA INC: Nylon Fiber Price to Increase by 8% in March --------------------------------------------------------- Solutia Inc. (OTC Bulletin Board: SOLUQ) has announced a price increase on nylon carpet fiber for the residential and rug carpet market segments. An increase of eight percent will become effective for shipments on or after March 1, 2004 on residential and rug nylon staple and bulk continuous filament. "Due to the continued effect of unprecedented high energy costs, namely oil and natural gas in the United States, our costs to produce nylon fiber have soared. While we continue to work hard to improve productivity and reduce costs, we have not been able to overcome the raw material and energy cost increases we have experienced last year and the beginning of 2004. The price increase will help alleviate some, but not all of the burden of these higher costs," said Brad Hill, Vice President of Marketing and Business Management for Solutia's Integrated Nylon Platform. "This price increase is an important step as we begin restoring profitability to this business." Corporate Profile On December 17, 2003, Solutia Inc., and 14 of its U.S. subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. Solutia's affiliates outside the United States were not included in the Chapter 11 filing. Additional information on Solutia's Chapter 11 reorganization is available from the Company's web site, http://www.Solutia.com/ Solutia -- http://www.Solutia.com/-- uses world-class skills in applied chemistry to create value-added solutions for customers, whose products improve the lives of consumers every day. Solutia is a world leader in performance films for laminated safety glass and after-market applications; process development and scale-up services for pharmaceutical fine chemicals; specialties such as water treatment chemicals, heat transfer fluids and aviation hydraulic fluid and an integrated family of nylon products including high-performance polymers and fibers. STOLT OFFSHORE: Today's Q4 Conference Call Time Revised to 3 PM --------------------------------------------------------------- Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO) will release its fourth quarter and full year 2003 results today. A conference call will now be held to discuss the earnings and review business operations today at 3.00pm GMT and not 2pm GMT as previously stated. Participating in the conference call will be: - Tom Ehret - Chief Executive Officer - Stuart Jackson - Chief Financial Officer From 12 noon GMT the following information will be available on the Stolt Offshore Web site, http://www.stoltoffshore.com/: - A copy of the fourth quarter and full year 2003 results press release - A copy of a presentation to be reviewed on the earnings call - Indepth video interviews with Tom Ehret, CEO and Stuart Jackson, CFO - also available in audio and transcript. This item will also be accessible on http://www.cantos.com. Conference Call Information Lines will open 10 minutes prior to conference call Date : Wednesday February 18, 2004 Time : 3pm GMT Freephone Dial In Numbers: UK : 0800 953 0938 USA : 1 866 389 9773 Norway : 800 16533 France : 0805 110 466 Italy : 800 783 256 Netherlands : 0800 023 4993 International Dial In : +44 1452 569 113 Reservation No : 986420 Replay Facility details This facility is available from 5pm GMT Wednesday February 18th 2004, until 5pm GMT Wednesday February 25th, 2004 Freephone Dial In Numbers: Dialling from the UK : 0800 953 1533 Dialling from the US : 1866 276 1167 International Dial In : +44 1452 55 00 00 Passcode : 986420 # Alternatively a live webcast and a playback facility will be available on the Company's Web site http://www.stoltoffshore.com/ Stolt Offshore is a leading offshore contractor to the oil and gas industry, specialising in technologically sophisticated deepwater engineering, flowline and pipeline lay, construction, inspection and maintenance services. The Company operates in Europe, the Middle East, West Africa, Asia Pacific, and the Americas. * * * As reported in Troubled Company Reporter's January 2, 2004 edition, Stolt Offshore S.A. obtained an extension from December 15, 2003 until April 30, 2004 of the waiver of banking covenants. Stolt Offshore continues discussions with its lenders towards a long-term agreement. STONE CREEK: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Stone Creek Mechanical Inc. P.O. Box 2108 4547 Wismer Road Doylestown, Pennsylvania 18901 Bankruptcy Case No.: 04-11255 Type of Business: The Debtor specializes in heating, ventilation and air conditioning systems for commercial installations. Chapter 11 Petition Date: January 30, 2004 Court: Eastern District of Pennsylvania (Philadelphia) Judge: Stephen Raslavich Debtor's Counsel: Allen B. Dubroff, Esq. Jaffe, Friedman, Schuman, Sciolla, Nemeroff & Applebaum, P.C. 7848 Old York Road, Suite 200 Elkins Park, PA 19027 Tel: 215-635-7200 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Carnes Company $740,000 P.O. Box 689861 Milwaukee, WI 53268 Invensys $128,131 CM3 Building Systems $104,478 General Insulation $32,050 Tri State McQuay $30,152 Des Champs Laboratories $28,495 General Controls $27,000 Long Term Electrical $25,250 Chrystler Financial $25,000 Chrystler Financial $25,000 Melli Walker, Pease & Ruhly $22,130 Budget Maintenance $20,132 Airdale Corporation $18,967 HABCO $11,765 E. Carol Gross $9,935 Kaplin, Stewart, Meloff, Reiter & Stein $9,917 Chase & Associates $4,450 Capital One $3,929 Rockwell Automation $1,614 United Rentals $941 THAXTON GROUP: Elects New Set of Board Members ---------------------------------------------- On January 22, 2004, the Board of Directors of The Thaxton Group, Inc., consisting of Allan Ross and Bob Wilson, elected new Board members and then resigned so that the current directors of the Company are as follows: John Haas, Arthur Kramer, Larry Singleton, and Karen Thaxton. Messrs. Haas, Kramer and Singleton are all outside (non-employee) directors who had no prior relationship with the Company. All three have experience with bankruptcy proceedings. Karen Thaxton is the head of the Company's human resources department and is the widow of Mr. James Thaxton. At the Board meeting, the senior officers of the Company were not changed except Mr. Robert Dunn was appointed to the additional office of President. Accordingly, the current officers of the Company are: Robert Dunn President and Chief Restructuring Officer Robert L. Wilson Executive Vice President and Chief Operating Officer Allan F. Ross Vice President, Secretary, Treasurer and Chief Financial Officer * * * As previously disclosed, on October 17, 2003, The Thaxton Group, Inc. and it subsidiaries filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. A complete listing of all motions filed in the Bankruptcy case may be accessed through the United States Bankruptcy Court for the District of Delaware pacer system -- https://ecf.deb.uscourts.gov/ -- using case number 03-13183. The Group remains in possession of its assets and properties and continues to operate its businesses as a "debtor-in-possession" pursuant to Section 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed. The Company is filing its monthly operating reports with the U.S. Bankruptcy Court and the Securities and Exchange Commission. The monthly operating report for December 2003 was filed on January 30, 2004, and delivered to the SEC on February 12, 2004. TRAVEL PLAZA: Creditors to Hold First Meeting on March 10 --------------------------------------------------------- The United States Trustee will convene a meeting of Travel Plaza of Baltimore II, LLC's creditors on 9:00 a.m. of March 10, 2004, at 300 W. Pratt, Number 375, Baltimore, Maryland 21201. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Baltimore, Maryland, Travel Plaza of Baltimore II, LLC, a hotel company, filed for chapter 11 protection on February 2, 2004 (Bankr. Md. Case No. 04-12481). Cameron J. Macdonald, Esq., Karen Moore, Esq., and Kevin G. Hroblak, Esq., at Whiteford Taylor & Preston L.L.P. represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed both estimated debts and assets of more than $10 million. UNITED AIRLINES: Seeks Court Nod to Assume Agreement with Pratt --------------------------------------------------------------- The United Airlines Debtors seek the Court's permission to assume a V2500 Engine Fleet Management Agreement with Pratt & Whitney CES, and its parent company, United Technologies Corporation. On October 18, 2001, the Debtors entered into a services agreement with P&W. P&W's obligations include repairing and maintaining the Debtors' V2500 gas turbine aviation engines at a Columbus, Georgia facility. According to James H.M. Sprayregen, Esq., at Kirkland & Ellis, the Debtors' operations require the continued and regular maintenance of their airplane engine equipment to ensure the safety of passengers and comply with federal regulations. To reduce costs, the Debtors have evaluated their existing contracts and conducted a head-to-head competition between P&W and another provider of V2500 engine maintenance services. After extensive discussions, the Debtors determined to continue to contract with P&W under the Services Agreement on improved terms and conditions. Mr. Sprayregen tells the Court that P&W has agreed to amendments that will provide the Debtors with a net present value of about $70,000,000 of incremental price and other financial concessions. The salient terms of the Amended Services Agreement include: (a) A reduction to the cost per engine flight hour; (b) Price protection and other concessions on spare parts for PW2000 and PW4000 engines for up to five and a half years; (c) An economic -- but not equitable interest -- in CES, based on a percentage of profits generated from related V2500 engine repair and overhaul business; (d) An option to acquire an incremental economic interest in CES with a limited right to convert it to credits for P&W goods and services; (e) Greater flexibility to adjust its V2500 engine fleet size, without penalty; and (f) CES will waive its prepetition claims under the Services Agreement and will not seek payment under a Reorganization Plan. Upon assumption, P&W will provide additional customer service support and assistance through the issuance of credit for the purchase of P&W parts and services, as well as the mitigation of engine testing and inspection procedures. In a separate request, the Debtors sought and obtained the Court's permission to file the Agreement and related documents under seal. (United Airlines Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service, Inc., 215/945-7000) US HORTICULTURAL: Case Summary & 13 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: US Horticultural Supply, Inc. fka E.C. Geiger, Inc. 1722 Sumneytown Pike Kulpsville, Pensylvania 19443 Bankruptcy Case No.: 04-11508 Type of Business: The Debtor is a distributor of greenhouse and nursery supplies. It offers floriculture products and services. Chapter 11 Petition Date: February 2, 2004 Court: Eastern District of Pennsylvania (Philadelphia) Judge: Diane W. Sigmund Debtor's Counsel: Leslie Beth Baskin, Esq. 1635 Market Street, 7th Floor Philadelphia, PA 19103 Tel: 215-241-8888 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 13 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ The Scotts Company $1,359,432 P.O. Box 93211 Chicago, IL 60651 ITML $329,475 75 Plant Farm Boulevard P.O. Box 265 Branford, ON N3T 5M8 Pliant Corporation $197,687 Nursery Supplies $175,765 Warp Brothers $154,318 Monsanto $44,525 Highland Supply Corp. $5,535 Henry Molded Products $2,829 Piper Rudnick $2,551 Bloworks $2,245 Sunderman Manufacturing $2,200 Riverside Enterprises $2,100 Little Rock Crate $1,223 US UNWIRED: Schedules Fourth Quarter Conference Call for March 2 ---------------------------------------------------------------- US Unwired Inc. (OTCBB:UNWR) announced that it will report its fourth quarter 2003 results after 4:00 p.m. Eastern Time on Tuesday, March 2, 2004. US Unwired will provide an online Web simulcast of its fourth quarter of 2003 earnings conference call on Wednesday, March 3, 2004. During this call, management will review financial and operational results for the fourth quarter ended December 31, 2003. The live broadcast of US Unwired's conference call will begin at 11:00 a.m. Eastern Time on March 3, 2004. An online replay will be available approximately one hour following the conclusion of the live broadcast and will continue through March 17, 2004. Links to these events can be found at the Company's web site at http://www.usunwired.com.If Internet access is unavailable, investors and other interested parties may listen to the teleconference by calling 888-694-4641. The teleconference will be available for replay until March 10, 2004, by calling 973-341- 3080, and entering 4525932 when prompted for the pin number. About US Unwired US Unwired Inc., headquartered in Lake Charles, La., holds direct or indirect ownership interests in five PCS affiliates of Sprint: Louisiana Unwired, Texas Unwired, Georgia PCS, IWO Holdings and Gulf Coast Wireless. Through Louisiana Unwired, Texas Unwired, Georgia PCS and IWO Holdings, US Unwired is authorized to build, operate and manage wireless mobility communications network products and services under the Sprint brand name in 67 markets, currently serving over 500,000 PCS customers. US Unwired's PCS territory includes portions of Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Oklahoma, Tennessee, Texas, Massachusetts, New Hampshire, New York, Pennsylvania, and Vermont. In addition, US Unwired provides cellular and paging service in southwest Louisiana. For more information on US Unwired and its products and services, visit the company's web site at http://www.usunwired.com.US Unwired is traded on the OTC Bulletin Board under the symbol "UNWR". * * * As reported in the Troubled Company Reporter's February 3, 2004 edition, Standard & Poor's Ratings Services revised its outlook on US Unwired Inc., an affiliate of Sprint PCS, to developing from negative. Ratings on the company, including the 'CCC-' corporate credit rating, were affirmed. The outlook revision is based on modest improvement of US Unwired's financial profile, stemming from the October 2003 credit agreement amendment and the receipt of roughly $40 million gross proceeds from noncore cellular and tower asset sales expected in the first quarter of 2004. After transaction expenses, 60% of the proceeds will be used to repay a portion of bank indebtedness. Standard & Poor's previous concerns about potential near-term debt restructuring activities in light of likely bank technical defaults have been alleviated by the successful bank facility renegotiation and expected asset sales. Nevertheless, considerable uncertainty surrounds US Unwired's ability to withstand competitive pressure after wireless number portability becomes effective in May 2004 in the company's markets. The company could be challenged to boost discretionary cash flow, particularly after cash interest becomes due on its discount notes in 2005, and could consume its modest covenant cushion. US UNWIRED: Cingular Acquires Customers & Cellular Operations ------------------------------------------------------------- Cingular Wireless announced the acquisition of 16,000 Louisiana customers as part of a $27.6 million all cash deal with US Unwired Inc. Cingular also acquired spectrum and operations in Louisiana, Texas and Arkansas. Under terms of the deal, which was approved by the Federal Communications Commission on October 30, 2003, Cingular took over US Unwired's cellular network in Lake Charles, LA as well as 10 MHz of its PCS spectrum in Alexandria and Shreveport, LA; Longview, and Paris, Texas; and Texarkana, Texas/Arkansas on February 7, 2004. Important facts for former US Unwired Customers: - Cingular began providing service to former US Unwired customers on Feb. 7, 2004. - Service will not be interrupted - Service plans and pricing will remain the same. - The first Cingular bills will arrive in February in accordance with the customers existing bill schedule. - Customers can call *611 or 1-800-673-1818 for questions regarding their bill or service. They can also visit their local Cingular retail store. - No customer action is required at this time. "We want to make this process as seamless as possible for the customer," said Joe Larussa, Vice President and General Manager for Alabama/Mississippi/Louisiana. "We have put a plan in place that allows the 16,000 US Unwired customers to keep their rate plan, phone number and handset and we've hired the necessary staff to service these customers and the rest of our growing customer base." Cingular has been servicing the Louisiana area for nearly 20 years and has invested over $620 million in the Louisiana network. The network covers more than 31,840 square miles across the state with over 900 cell sites. "Cingular has built its reputation by providing outstanding network quality and superior customer service," said Larussa. "Our 2004 network budget for capital expenditures is almost two times what we spent in 2003 and we plan on building three times the number of cell sites we built last year. Our network investments will expand our footprint, generate greater in- building coverage to enhance data services and fill in coverage to make a great network even better." In addition to expanding the Cingular network, Cingular will also expand its local workforce to accommodate the rapidly growing customer base. Cingular currently employs more than 2,400 employees throughout the state of Louisiana and recently hired approximately 50 former US Unwired employees. "Thanks to our rapid growth and expansion in the Louisiana market, Cingular was able to offer positions to the majority of US Unwired employees who applied for current openings," said Larussa. "We recognize that talented people with strong wireless backgrounds are imperative to a successful business operation. We are looking forward to welcoming these new employees to the Cingular Team." VASP INVESTMENTS: List of 20 Largest Unsecured Creditors -------------------------------------------------------- Vasp Investments, Inc. released a list of its 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ United Central Bank 1st Lien $1,304,570 4555 W. Walnut Value: $800,000 Garland, TX 75046 Travelodge Hotels, Inc. Judgment $306,775 Jenkens and Gilchrist 1445 Ross Ave., Ste. 3200 Dallas, TX 75202 American Financial Group Inc Lease $81,972 City of Fort Worth Revenue Business Debt $47,855 Dept. Betsy Price 2003 Property tax $39,298 Vinodrai Patel Shareholder $21,000 City of Fort Worth Water Vendor $20,000 Dept. North Texas Mesbic, Inc. 3rd Lien $18,282 Anil B. Patel shareholder $11,000 REO Tax Consultant 2001 & 2002 Property $10,738 taxes Patel Communication Services Vendor $9,500 TXU Electric Vendor $9,013 Tara Energy Vendor $8,390 Internal Revenue Service 941 Taxes $6,500 Hotel Movie Network Vendor $4,400 TXU Gas Vendor $3,000 Weaver and White, LLP Business debt $2,500 Property Tax Advocates 2003 Property tax $2,500 DirecTv Vendor $2,200 Texas Workforce Commission Business Debt $1,600 Vasp Investments, Inc., owns a hotel with 107 guest rooms and amenities. Vasp filed for protection under chapter 11 on January 28, 2004 (Bankr. N.D. Tex. Case No. 04-31042). Arthur I. Ungerman, Esq. represents the Company. The Debtor reported total assets of $1,679,625 and total liabilities of $2,049,915 when it filed for bankruptcy protection. VERTICALNET: Jeffrey Thorp IRA Rollover Reports 7.8% Equity Stake ----------------------------------------------------------------- 1,775,000 shares of the common stock of Verticalnet, Inc. are owned of record by Jeffrey Thorp IRA Rollover, Bear Stearns Securities Corp. as Custodian. The Thorp IRA Rollover is the beneficial owner of the stock which comprises 7.8% of the outstanding common stock of Verticalnet. This percentage is based upon the 22,691,835 shares of common stock issued and outstanding, which number is calculated by adding (i) 19,367,980 (the number of shares of common stock reported in the Form 10-Q for the period ended September 30, 2003) and (ii) 3,323,855 (the number of shares of common stock issuable to certain purchasers (including Jeffrey Thorp IRA Rollover) as reported on Form 8-K dated January 23, 2004). Jeffrey Thorpe shares voting and dispositive powers over the 1,775,000 shares of stock. Verticalnet (Nasdaq: VERT) is a leading provider of Strategic Sourcing and Supply Management solutions that enable companies to identify, negotiate, realize, and sustain savings and supply base performance improvement. Supply Management is more than merely reducing prices - requiring companies to balance price, performance, and risk to achieve the lowest total cost of ownership. Led by our Spend Analysis solution that quickly provides companies with insight into enterprise-wide spending, Verticalnet's full suite of Supply Management solutions enables companies to achieve lower prices, improved contract compliance, better supplier service, and shorter sourcing cycles. As a result, our clients recognize significant and sustainable savings in materials costs, inventory levels, and administrative costs - resulting in improved profitability. For more information about Verticalnet, please visit http://www.verticalnet.com/ Verticalnet, Inc.'s June 30, 2003 balance sheet shows a total shareholders' equity deficit of about $438,000. WORLDSPAN: Michael Wood Appointed Chief Financial Officer --------------------------------------------------------- Worldspan announced the appointment of Michael S. Wood to the position of senior vice president and chief financial officer. Wood will assume responsibility for Worldspan's worldwide financial operations, including accounting and financial reporting, investor relations, financial analysis, budgeting, taxes, treasury, purchasing and all Worldspan facilities. "We are delighted to have an exceptional executive like Mike join Worldspan. He brings with him a wealth of knowledge from his experiences in finance and information technology," said Rakesh Gangwal, chairman, president and CEO for Worldspan. "Mike will play a critical role in our efforts to be cost efficient and to maximize value for our global customer and supplier base." Dale Messick, who recently resigned as senior vice president and CFO of Worldspan, will continue with the company in a consulting role. Prior to joining Worldspan, Wood served as senior vice president and general manager - Emerging Technologies for ChoicePoint, the nation's leading provider of identification and credential verification services. Wood commenced his tenure at ChoicePoint as senior vice president and CFO, responsible for finance, investor relations, human resources and administration. Previously, Wood served in various management roles including CFO at Lane Bryant, a division of The Limited, Inc., where his responsibilities included all areas of finance, distribution and information technology. In addition, Wood held corporate finance and auditing positions with Primerica Corporation and General Electric Company. Wood received a MBA from Loyola College and a BS in Accounting from Villanova University. Worldspan (S&P, B+ Corporate Credit Rating, Stable Outlook) is a leader in travel technology resources for travel suppliers, travel agencies, e-commerce sites and corporations worldwide. Utilizing fast, flexible and efficient networks and computing technologies, Worldspan provides comprehensive electronic data services linking approximately 800 travel suppliers around the world to a global customer base. The company offers industry-leading Fares and Pricing technology such as Worldspan e-Pricing(R), hosting solutions, and customized travel products. Worldspan enables travel suppliers, distributors and corporations to reduce costs and increase productivity with best-in-class technology like Worldspan Go!(R) and Worldspan Trip Manager(R). Worldspan is headquartered in Atlanta, Georgia. Additional information is available at http://www.worldspan.com/ * Upcoming Meetings, Conferences and Seminars --------------------------------------------- March 5, 2004 AMERICAN BANKRUPTCY INSTITUTE Bankruptcy Battleground West The Century Plaza, Los Angeles, CA Contact: 1-703-739-0800 or http://www.abiworld.org March 18-19, 2004 BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT Healthcare Transactions The Millennium Knickerbocker Hotel, Chicago Contact: 1-800-726-2524; 903-592-5168; dhenderson@renaissanceamerican.com April 15-18, 2004 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting J.W. Marriott, Washington, D.C. Contact: 1-703-739-0800 or http://www.abiworld.org April 29-May 1, 2004 ALI-ABA Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy Fairmont Hotel, New Orleans Contact: 1-800-CLE-NEWS or http://www.ali-aba.org May 3, 2004 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference Millennium Broadway Conference Center, New York, NY Contact: 1-703-739-0800 or http://www.abiworld.org June 2-5, 2004 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, MI Contact: 1-703-739-0800 or http://www.abiworld.org June 17-18, 2004 BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT Corporation Reorganizations The Millennium Knickerbocker Hotel, Chicago Contact: 1-800-726-2524; 903-592-5168; dhenderson@renaissanceamerican.com June 24-26,2004 AMERICAN BANKRUPTCY INSTITUTE Hawaii Bankruptcy Workshop Hyatt Regency Kauai, Kauai, Hawaii Contact: 1-703-739-0800 or http://www.abiworld.org July 15-18, 2004 AMERICAN BANKRUPTCY INSTITUTE The Mount Washington Hotel Bretton Woods, NH Contact: 1-703-739-0800 or http://www.abiworld.org July 28-31, 2004 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA Contact: 1-703-739-0800 or http://www.abiworld.org September 18-21, 2004 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference The Bellagio, Las Vegas, NV Contact: 1-703-739-0800 or http://www.abiworld.org October 10-13, 2004 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES Seventy Seventh Annual Meeting Nashville, TN Contact: http://www.ncbj.org/ November 2004 BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT Distressed Investing 2004 The Plaza Hotel, New York Contact: 1-800-726-2524; 903-592-5168; dhenderson@renaissanceamerican.com December 2-4, 2004 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Marriott's Camelback Inn, Scottsdale, AZ Contact: 1-703-739-0800 or http://www.abiworld.org April 28- May 1, 2005 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting J.W. Marriot, Washington, DC Contact: 1-703-739-0800 or http://www.abiworld.org July 14 -17, 2005 AMERICAN BANKRUPTCY INSTITUTE Ocean Edge Resort, Brewster, MA Contact: 1-703-739-0800 or http://www.abiworld.org July 27- 30, 2005 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop Kiawah Island Resort and Spa, Kiawah Island, SC Contact: 1-703-739-0800 or http://www.abiworld.org November 2-5, 2005 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES Seventy Eighth Annual Meeting San Antonio, TX Contact: http://www.ncbj.org/ December 1-3, 2005 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Hyatt Grand Champions Resort, Indian Wells, CA Contact: 1-703-739-0800 or http://www.abiworld.org The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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. 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. 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. Yvonne L. Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Aileen M. Quijano and Peter A. Chapman, Editors. Copyright 2004. 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 $675 for 6 months delivered via e- mail. 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