/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/040616.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, June 16, 2004, Vol. 8, No. 120 Headlines ADELPHIA: All Century/ML Sale Documents To Be Filed Under Seal ADELPHIA COMMS: Devon Liquidating Trustee Asks To Close Four Cases ADEPT TECHNOLOGY: Launches Entry Level Adept Cobra I-Series Robots ADVANCED MEDICAL: S&P Affirms BB- Corporate Credit Rating AHOLD NV: Q1 2004 Results Negatively Impacted by Divestments ATLANTIS SYSTEMS: Moves Toward Closing Financing Transaction BETTER MINERALS: Closes Cash Tender Offer and Consent Solicitation BEVERLY ENTERPRISES: S&P Revises Outlook To Stable From Negative CASTLE DENTAL: Bright Now! Dental Completes Acquisition BUSH INDUSTRIES: Files Ch. 11 Reorganization Plan in New York CALPINE CORPORATION: Prices New Secured Institutional Term Loans CONSOLIDATED FREIGHTWAYS: Selling Houston Facilities on June 22 CORNING INC: Reaffirms 2004 Second Quarter Guidance COVANTA: Hydranautic Wants Stay Lifted To Pursue $7.9MM Retainage CRIIMI MAE: Plans To Repay $293 Million Bear Stearns Recourse Debt CRITICAL PATH: Adjourns Special Shareholder Meeting to July 2 DIGITAL LIGHTWAVE: Completes CIT Technologies Settlement DISTRIBUTION DYNAMICS: Will Hold Public Auction on June 18 ENRON CORP: Examiner Goldin Asks for Relief from SPE Investigation ENRON CORPORATION: Baupost and Racepoint Withdraw Plan Objection ENRON POWER: Asks Court to Disallow California Power's Claim EPRESENCE: Hires Verdolino & Lowey to Administrate Liquidation EPRESENCE: Will Make Initial Liquidation Distribution on June 23 EXIDE TECH: Subsidiary Debtors Move To Close Chapter 11 Cases FEDERAL-MOGUL: Court OKs Disclosure Statement & Voting Procedures FEDERAL-MOGUL: In Talks To Settle Pneumo Abex Issues FOSTER WHEELER: Launches Proposed Equity for Debt Exchange Offer GEO SPECIALTY: Wants to Employ Crowe Chizek as Auditors GLOBALSTAR CAPITAL: Plan Confirmation Hearing is Tomorrow GROUPE BOCENOR: Files Notice of Intention Under BIA in Canada GRUPO IUSACELL: Continues to Work on Syndicated Loan Restructuring HAWAIIAN HOLDING: Ranch Capital Led Investor Group Buys 10M Shares HOLLINGER INT'L: Declares Quarterly Dividend Payable on July 15 HORIZON NATURAL: WL Ross Group Raises Bid to $277,350,000 IBASIS INC: Expects to Close Debt Refinancing On Friday JILLIAN'S ENTERTAINMENT: Has Until June 25 to File Schedules KIEL BROS: Files for Chapter 11 Protection in S.D. Indiana KMART: Wants to Recover Preferential Payments from Trade Vendors LANTIS EYEWEAR: U.S. Trustee Names 7-Member Creditors' Committee LEGACY HOTELS: Resumes Quarterly Distribution of $0.08 Per Unit LOGAN PLACE PROPERTIES: Case Summary & 19 Unsecured Creditors LUCENT TECHNOLOGIES: Tata Teleservices Awards $30 Million Contract LUCENT: Secures Handyphone System Contracts From China Telecom MARINER ENERGY: S&P Removes B- Corporate Credit Rating From Watch MJ RESEARCH: Committee Hires McDonald Carano as Local Counsel NAT'L CENTURY: Court OKs Protective Orders With Rule 2004 Targets NEIGHBORCARE INC: Board Opts to Reject Omnicare Offer OCWEN RESIDENTIAL: Fitch Downgrades 1999-R1 Class B-5A Rating To C ORION REFINING: Plan Confirmation Hearing Set for June 24 PEGASUS SATELLITE: Applies To Employ Sidley Austin As Lead Counsel PEGASUS SATELLITE: Taps Bernstein Shur as Local Bankruptcy Counsel PEGASUS SATELLITE: Sues NRTC, Its Officers, and DIRECTV in Maine PIERRE FOODS: Tender Offer for Senior Notes to Expire on June 28 PILLOWTEX CORP: Asks Court To Approve $1,350,000 J.C. Penney Pact POLYONE CORP: S&P Cuts Ratings to B+ & Says Outlook is Negative PREFERRED RIVERWALK: Employing Langley & Banack as Co-Counsel RANGE RESOURCES: S&P Rates $100M Senior Subordinated Notes at B RCN CORPORATION: Hiring Swidler Berlin As Regulatory Counsel RESIDENTIAL ASSET: S&P Lowers 2001-RS2 Class B-I Ratings to D ROCKFORD CORPORATION: Closes New $12.5 Million Private Placement ROGERS COMMS: Schedules 2nd Quarter Conference Call for July 21 RTA LLC: Case Summary & 100 Largest Unsecured Creditors SERVICE MERCHANDISE: Ready to Trash Obsolete Business Records SK GLOBAL: Wants to Stretch Lease Decision Time to September 20 SKI MARKETING CORP: Case Summary & 20 Largest Unsecured Creditors SOLUTIA INC: Agrees to Amend Toray Industries Supply Contract STELCO INC: Monitor Ernst & Young Releases Fifth Report STELCO INC: Welcomes Court Decision on Mediator's Appointment TANGO INC: Adds Award-Winning Ron Ransom to Art Department THERMACLIME INC: S&P Assigns B- Rating to Corporate Credit THOUSAND OAKS: Case Summary & 20 Largest Unsecured Creditors THREE JACK INC: Case Summary & 7 Largest Unsecured Creditors UAL: Wants to Extend Exclusive Time to File Plan to September 30 UTI CORPORATION: S&P Rates Corporate Credit & Bank Loan at B+ VARI-L CO: Will Make Final Distribution Out of Asset Sale Proceeds WEIRTON STEEL: Caterpillar Wants Stay Modified To Recover Loaders WHISTLER: Commences Formal Review After Berlin Stock Delisting WORLDCOM INC: Provides Update on Certain Claim Settlements XIGNUX S.A.: S&P Affirms Local & Foreign Currency Ratings at BB- XTREME COMPANIES: Sells New Fire-Rescue Jet Boat to Jackson County * David Blea & Ada Clapp Join Brown Rudnick's New York Office * Texas Magazine Recognizes 22 Winstead Attorneys as Rising Stars * Upcoming Meetings, Conferences and Seminars ********* ADELPHIA: All Century/ML Sale Documents To Be Filed Under Seal -------------------------------------------------------------- On April 5, 2004, ML Media Partners, L.P., asked the Court to require Adelphia Communications (ACOM) to cooperate in providing due diligence material to a potential third-party purchaser. On April 8, ACOM opposed the request, to which ML Media replied on April 13. On April 15, 2004, a hearing was held before the Court regarding ML Media's Due Diligence Motion. At that time, the Court directed the parties to separately brief the issue of the actual process that should be adopted for conducting a sale. Upon agreement of all parties and the Court, the hearing regarding the sale process was scheduled for April 30. ML Media and ACOM agreed to submit their separate papers with respect to the Sale Process Motion, and their responses. According to Scott A. Eggers, Esq., at Proskauer Rose, LLP, in New York, counsel for ML Media, the Sale Process Motions will include discussions of Century/ML's confidential commercial information that may prejudice it in negotiating with bidders and potential bidders in whatever sale process is ultimately adopted. These Motions will disclose the deliberations of ACOM and ML Media regarding an auction and sale process, including the incentives and motivations of Century/ML's joint venture partners in connection with a sale, and the incentives and motivations of bidders. Making the information public at this time could materially and adversely impact Century/ML in its effort to maximize the value of its estate. Participants in the sale process should be focused on putting their best bids forward and not on the bidding process, strategies or the motivations of ML Media and ACOM. At ML Media's request, the Court requires all parties to file under seal any motions, memoranda of law, supporting declarations, or other supporting, opposing or responsive papers relating to ML Media's request to determine the sale process for Century/ML Cable Venture. On April 28, 2004, ML Media filed its request to determine the sale process for Century/ML under seal. ML Media supplemented its request on May 3. ACOM also filed under seal its objection to ML Media's request to determine the sale process. (Adelphia Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000) ADELPHIA COMMS: Devon Liquidating Trustee Asks To Close Four Cases ------------------------------------------------------------------ Buccino & Associates, Inc., Devon's Liquidating Trustee, asks the U.S. Bankruptcy Court for the District of Delaware to close the Chapter 11 cases of Devon Roanoke E, LLC, Devon Charlottesville D, LLC, Devon Rutland D, LLC, and Devon Burlington D, LLC. The Chapter 11 case of Devon Mobile Communications, LP, Case No. 02-12431 will remain open. Michael R. Nestor, Esq., at Young, Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, explains that the Subsidiary Cases have been "fully administered" within the meaning of Section 350 of the Bankruptcy Code, making it appropriate for the Court to close them. As a consequence of the substantive consolidation of the Devon Debtors' estates, claims asserted against the Debtors in the Subsidiary Cases are deemed asserted against Devon Mobile, and there is effectively only a single estate among all Devon Debtors. Mr. Nestor informs the Delaware Court that there are no pending motions, contested matters, or other proceedings in the Subsidiary Cases. (Adelphia Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000) ADEPT TECHNOLOGY: Launches Entry Level Adept Cobra I-Series Robots ------------------------------------------------------------------ Adept Technology, Inc. (OTCBB:ADTK), a leading manufacturer of robotic systems, motion control and machine vision technology for the telecommunications, electronics, semiconductor, automotive, lab automation, and biomedical industries, announced the availability of the Adept Cobra(TM) i-series robots for entry level applications that are currently utilizing dedicated automation or manual labor. Historically, robots were not considered viable in these applications due to prohibitive cost, difficulty in installation and complications with support. With its simpler design, plug and play installation and easy to use capabilities the new standalone i-series robots are designed to extend the use of robotics to applications currently employing dedicated automation or manual labor. "The Adept Cobra i-series robots are revolutionary in design. They are the only self-contained SCARA robots in the world with the controller built into the robot arm," said John Dulchinos, vice president of sales for Adept Technology, Inc. "This makes the robot easier to install and operate and gives it a much smaller footprint ideal for basic automation tasks such as mechanical assembly, part transfer, material handling, packaging, palletizing, machine tending, screw driving, and many other entry level applications." The Adept Cobra i600 and Adept Cobra i800 robots are capable of running completely standalone under the Adept MicroV+ operating system and programming language, without the need for an external controller, electronics, or breakout box. Robot installation is reduced to mounting the robot and connecting power. Adept Cobra(TM) i600 & i800 robots can be deployed quickly and easily and controlled from commands from PC programs, Digital I/O, or a Programmable Logic Controller (PLC). About the Company Adept Technology designs, manufactures and markets robotic systems, motion control and machine vision technology for the telecommunications, electronics, semiconductor, automotive, lab automation, and biomedical industries throughout the world. Adept's robots, controllers, and software products are used for small parts assembly, material handling and packaging. Adept's intelligent automation product lines include industrial robots, configurable linear modules, machine controllers for robot mechanisms and other flexible automation equipment, machine vision, systems and software, and application software. Founded in 1983, Adept Technology is America's largest manufacturer of industrial robots. More information is available at http://www.adept.com/ * * * Liquidity and Capital Resources In its Form 10-Q for the quarterly period ended March 27, 2004 filed with the Securities and Exchange Commission, Adept Technology reports: "We have experienced declining revenue in each of the last two fiscal years and incurred net losses in the first three quarters of fiscal 2004 and each of the last four fiscal years. During this period, we have consumed significant cash and other financial resources. In response to these conditions, we reduced operating costs and employee headcount, and restructured certain operating lease commitments in each of fiscal 2002 and fiscal 2003. We recorded additional restructuring charges in the third quarter of fiscal 2004 related to the departure of Messrs. Carlisle and Shimano, pursuant to the Severance Agreements entered into between Adept and each of them. These adjustments to our operations have significantly reduced our rate of cash consumption. We also completed an equity financing with net proceeds of approximately $9.4 million in November 2003. "As of March 27, 2004, we had working capital of approximately $12.7 million, including $5.7 million in cash, cash equivalents and short-term investments, and a short-term receivables financing credit facility of $1.75 million net, of which $0.5 million was outstanding and $1.3 million remained available under this facility. On April 22, 2004, this facility was amended and now permits us to borrow up to $4.0 million. We have limited cash resources, and because of certain regulatory restrictions on our ability to move certain cash reserves from our foreign operations to our U.S. operations, we may have limited access to a portion of our existing cash balances. In addition to the proceeds of our 2003 financing, we currently depend on funds generated from operating revenue and the funds available through our amended loan facility to meet our operating requirements. As a result, if any of our assumptions, some of which are described below, are incorrect, we may have difficulty satisfying our obligations in a timely manner. We expect our cash ending balance to be between approximately $5.0 and $5.5 million at June 30, 2004. Our ability to effectively operate and grow our business is predicated upon certain assumptions, including: (i) that our restructuring efforts effectively reduce operating costs as estimated by management and do not impair our ability to generate revenue, (ii) that we will not incur additional unplanned capital expenditures for the next twelve months, (iii) that we will continue to receive funds under our existing accounts receivable financing arrangement or a new credit facility, (iv) that we will receive continued timely receipt of payment of outstanding receivables, and not otherwise experience severe cyclical swings in our receipts resulting in a shortfall of cash available for our disbursements during any given quarter, and (v) that we will not incur unexpected significant cash outlays during any quarter." ADVANCED MEDICAL: S&P Affirms BB- Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit and 'B' subordinated debt ratings on vision care company Advanced Medical Optics Inc. At the same time, Standard & Poor's assigned its 'BB-' bank loan rating and its '2' recovery rating to the company's proposed senior secured bank facilities. The facilities include a $100 million revolving credit facility, a $275 million term loan B, and a $175 million bridge term loan, all of which mature in 2009. The debt rating is the same as the company's corporate credit rating because Standard & Poor's expects that lenders would recover a substantial, though not necessarily full, amount of outstanding principal in the event of a default. Proceeds from the term loans are expected to be used to fund the company's $450 million acquisition of Pfizer Inc.'s ophthalmic surgical business. Pro forma for the proposed debt, as of March 26, 2004, AMO would have had approximately $685 million of debt outstanding. The outlook is stable. Santa Ana, California-based AMO manufactures ophthalmic devices for refractive and cataract eye surgery. It also makes products and solutions for contact lens care. Since its mid-2002 spin-off from Allergan Inc., AMO has strengthened its defense against changing eye-care technologies and competitive market factors by launching new and evolved products and honing its operating efficiency. The company has increased its sales of, and market share in, foldable intraocular lenses, IOL delivery systems, and phacoemulsification systems. "The Pfizer ophthalmic surgical acquisition would enrich AMO's cataract franchise by adding well-established viscoelastic products used in ocular surgery, an important line it previously lacked, and by adding the CeeOn and Tecnis IOLs," said Standard & Poor's credit analyst Jill Unferth. "The acquisition should also add new refractive IOLs to AMO's new-product pipeline and provide a small foothold in a new market, the glaucoma device business. Medium-term sales growth will likely rest on new iterations of these higher-technology-content products, new refractive implants, and possible core-line acquisitions, such as the pending transaction." The company's contact lens solutions business, particularly its COMPLETE line, should also continue to generate relatively stable revenues. AMO is expected to realize savings as it further disengages its R&D and manufacturing assets from Allergan's and strengthens its internal infrastructure. However, third-party reimbursement both in the U.S. and overseas remains a critical factor for this company, owing to its operating concentration in a relatively narrow range of ophthalmic surgical procedures. AHOLD NV: Q1 2004 Results Negatively Impacted by Divestments ------------------------------------------------------------ Ahold NV published its first quarter 2004 results. "We announced that 2004 will be a year of transition," said Anders Moberg, Ahold President and CEO, commenting on the results. "In March we sold Bompreco and Hipercard in Brazil and we have completed our departure from Asia, all of which were important milestones on our 'Road to Recovery' program. The results were heavily impacted by the exceptional losses that we previously communicated relating to these divestments. Apart from these exceptional losses that have no impact on equity or cash, the main operating companies performed in line with our expectations." Summary Net sales In the first quarter of 2004 net sales amounted to EUR 15.4 billion, a decrease of 11.3% compared to the same period in 2003. Net sales growth was approximately 1.3% excluding currency impact and the impact of divestments. Ahold's retail operations in the United States have experienced ongoing challenging market conditions. In the European retail operations net sales excluding currency impact and the impact of divestments remained unchanged compared to the same quarter of 2003. Net sales at U.S. Foodservice increased in U.S. dollars by 4.6% to USD 5.5 billion, mainly driven by food price inflation. Operating loss: mainly due to losses related to divestments The operating loss amounted to EUR 145 million (Q1 2003: operating income EUR 402 million) and was primarily caused by exceptional losses of EUR 450 million (Q1 2003: EUR 0 million) related to the divestments of Bompreco, Hipercard and operations in Thailand. These exceptional losses were mainly caused by accumulated foreign currency translation adjustments ("CTA losses") and goodwill reversals. (See "Definitions" below for an explanation of CTA losses and goodwill reversals.) These losses, which were expected, have no impact on equity or cash. Operating income from the U.S. retail operations was heavily impacted by a weaker U.S. dollar. Furthermore, non-recurring costs for the integration of Stop & Shop and Giant-Landover and the U.S. corporate office (USD 25 million) impacted operating income negatively. Ahold expects this integration to generate significant benefits in 2005 and beyond. The operating loss at U.S. Foodservice was lower than last year's quarter. Operating income from the European retail operations was impacted by a weaker performance in Spain and higher costs related to pensions in the Netherlands. Both Albert Heijn and Central Europe performed resiliently in the first quarter of this year. Net loss: favorable impact of lower interest expenses The net loss of EUR 405 million (Q1 2003: net income EUR 84 million) was primarily caused by the exceptional losses on divestments as described above. Net interest declined by 29.2% to EUR 223 million with the repayment of debt during 2003, the increase of the cash balance to EUR 3.8 billion and much lower bank fees. Further reduction of net debt Net debt was further reduced from EUR 7.5 billion at the end of 2003 to EUR 7.1 billion at the end of the first quarter of 2004, the result of our ongoing efforts to strengthen our balance sheet. Strong cash flow generation Net cash generated before financing activities was EUR 485 million in the first quarter of 2004 (Q1 2003: net cash outflows EUR 24 million). This improvement was mainly due to cash inflows from divestments and lower capital expenditure. Full-year 2004: a year of transition With regard to the outlook for 2004, Ahold refers to its full-year 2003 financial statements, published on April 19, 2004. As previously announced, exceptional items related to certain divestments, of which a substantial portion was booked in the first quarter, will have a significant impact on net income for 2004. However, this will have no impact on equity or cash. Ahold Q1 2004 Results Ahold prepares its financial statements in accordance with accounting principles generally accepted in the Netherlands (Dutch GAAP). Dutch GAAP differs in certain material respects from accounting principles generally accepted in the United States (US GAAP). All financial information in this press release is based on Dutch GAAP unless otherwise noted. The results for Q1 2003 presented in this press release have been adjusted to make them comparable to the results for Q1 2004. These adjustments to the Q1 2003 results relate to accounting for vendor allowances, and reflect the following: -- In the fourth quarter of 2003 Ahold adopted EITF 02-16 "Accounting by a Customer (including a Reseller) for certain Consideration Received from a Vendor"("EITF 02-16"). As the Adoption of EITF 02-16 in the fourth quarter includes the effect of EITF 02-16 from December 30, 2002, Ahold adjusted the results for Q1 2003 for the portion of the effect that related to Q1 2003, which resulted in an increase in net income for Q1 2003 by EUR 27 million (as previously announced); and -- In response to the irregularities announced in February 2003 relating to vendor allowances we conservatively deferred the recognition of certain vendor allowances in Q1 2003 until Q2 2003. After analyzing the accounting of our vendor allowance arrangements Ahold determined that EUR 65 million of income from vendor allowances, net of tax effect, could have been recognized in Q1 2003 instead of Q2 2003 in accordance with the current accounting policies. The financial reporting calendar has been amended versus previously announced: the results for Q4 2004 and year 2004 will be published on March 29, 2005. Net sales In the first quarter of 2004 net sales amounted to EUR 15.4 billion, a decrease of 11.3% compared to the same period in 2003. Net sales growth excluding currency impact and impact of divestments was approximately 1.3% in the first quarter. Net sales were significantly impacted by lower currency exchange rates against the Euro, in particular that of the U.S. dollar. In challenging conditions, the U.S. retail operations experienced net sales growth, excluding currency impact and the impact of the divestment of Golden Gallon, of 0.3%. In the European retail operations, net sales excluding currency impact and the impact from divestments, remained unchanged compared to the same quarter last year. U.S. Foodservice showed an increase in net sales in U.S. dollar of 4.6%, mainly driven by food price inflation. Operating income Operating income before impairment and amortization of goodwill and exceptional items The operating income before impairment and amortization of goodwill and exceptional items, decreased by 22.9% to EUR 351 million, heavily impacted by the weak U.S. dollar against the Euro. In addition there were non-recurring costs in the first quarter of USD 25 million relating to the integration process of Stop & Shop, Giant-Landover and the U.S. corporate office. This integration is expected to yield significant benefits in 2005 and beyond. Operating income from the European retail operations was impacted by a weaker performance in Spain and higher costs related to pensions in the Netherlands. Both Albert Heijn and Central Europe performed resiliently in the first quarter of this year. U.S. Foodservice showed an improved operating income before impairment and amortization of goodwill and exceptional items. This improvement was largely due to currency impact and an increased leverage of fixed costs over a higher amount of sales in U.S. dollars. Operating income The operating loss of EUR 145 million (Q1 2003: operating profit EUR 402 million) was mainly due to exceptional losses of EUR 450 million relating to the divestments of Bompreco and the operations in Thailand. These exceptional losses, which were expected and also discussed in prior press releases, have no impact on equity or cash. Goodwill amortization Goodwill amortization in Q1 2004 amounted to EUR 46 million, a decrease of 13.2% compared to Q1 2003. This decrease was primarily due to a lower U.S. dollar exchange rate. Goodwill impairment No goodwill impairment charges were required in the first quarter of 2004. Loss on disposal of tangible fixed assets In the first quarter the loss on disposal of tangible fixed assets amounted to EUR 6 million compared to a gain of EUR 8 million in the same period last year. Exceptional loss An exceptional losses of EUR 450 million was recorded in Q1 2004 compared to no exceptional losses in Q1 2003. The Q1 2004 exceptional losses was related to the divestments of Bompreco, Hipercard and operations in Thailand. Of these exceptional items, EUR 322 million related to CTA losses and EUR 213 million to the partial reversal of goodwill, both of which had previously been charged to shareholders' equity. These negative impacts were partly offset by a EUR 85 million gain representing the difference between the selling price and the book value of certain assets. Net loss Ahold reported a net loss of EUR 405 million in Q1 2004 compared to a net income of EUR 84 million in Q1 2003, mainly due to the above-mentioned exceptional losses. The weakening of the U.S. dollar against the Euro also had a negative impact. Net financial expense showed a significant decrease Net financial expense was EUR 218 million in Q1 2004 compared to EUR 292 million in Q1 2003. Net interest amounted to EUR 223 million, a decrease of 29.2% compared to Q1 2003. The decrease was primarily caused by lower banking fees, higher interest income and lower interest expenses, related to the substantially decreased net debt and the lower U.S. dollar exchange rate. The gain on foreign exchange in Q1 2004 amounted to EUR 5 million, compared to EUR 23 million in Q1 2003, both mainly related to the positive impact of the revaluation of the Argentine Peso on U.S. dollar-denominated debt in Argentina. Income taxes The effective income tax rate, excluding the impact of non-tax- deductible impairment and amortization of goodwill and exceptional items, increased to 48.5% in Q1 2004 compared to 33.1% in Q1 2003, mainly as a result of the impact of a different geographic mix of income and consequences of the divestments. Share in income (loss) of joint ventures and equity investees Share in income of joint ventures and equity investees in the first quarter of 2004 was in line with the same quarter last year. Further improved Balance Sheet Ahold closed Q1 2004 with an improved balance sheet. Since year- end 2003 Ahold reduced net debt by EUR 422 million to EUR 7.1 billion mainly due to cash inflows from divestments and lower capital expenditure. Balance sheet total is reduced, reflecting reduced capital expenditure and divestments The USD to EUR exchange rate went up to EUR 0.83 per U.S. dollar at the end of Q1 2004 compared to EUR 0.80 at year-end 2003. Despite the currency impact of the stronger U.S. dollar against the Euro, the company continued to strengthen the balance sheet by decreasing net debt. The balance sheet total decreased by EUR 130 million. The cash balance increased to EUR 3.8 billion. The balance sheet total as per year-end 2003 of the companies divested in March 2004 amounted to EUR 714 million. Equity increased by almost EUR 0.3 billion Details related to changes in equity are outlined in Annex C. Net debt reduced by EUR 0.4 billion In the first quarter of 2004 Ahold was in compliance with the financial ratios contained in its December 2003 Credit Facility. The main covenants consist of Net Debt / EBITDA and EBITDA / Net Interest Expense Ratios. Net debt decreased due to cash inflows mainly related to divestments and lower capital expenditure. Cash flow Net cash inflow before financing activities improved mainly as a result of the divestment of Bompreco and Hipercard and the operations in Thailand. Lower operating income impacted by integration costs Net sales in the U.S. retail trade operations in Q1 2004 decreased 1.2% in U.S. dollars compared to Q1 2003. Net sales in the first quarter were negatively impacted by the Easter calendar effect by approximately 0.8%; i.e. the first quarter of 2004 included the week after Easter, which in food retail is a slow week, compared to 2003 where the first quarter ended with the week before Easter, which is usually a strong week. Excluding the impact of the divestment of Golden Gallon in 2003 net sales in U.S. dollars increased slightly by 0.3%. Identical sales in U.S. dollars declined by 1.6% and comparable sales in U.S. dollars declined by 1.0% in Q1 2004 compared to Q1 2003, partly caused by the earlier- mentioned Easter calendar effect. During the first quarter of 2004 Ahold began integrating the two largest U.S. retail operating companies, Stop & Shop and Giant- Landover, into one arena. The integration will improve long-term competitiveness and cost-effectiveness of these companies. In addition, Ahold started integrating the U.S. retail corporate functions into this new arena. These steps will generate significant benefits in 2005 and beyond. Operating income before impairment and amortization of goodwill and exceptional items in the U.S. retail trade business in U.S. dollars decreased by 12.6% compared to Q1 2003 impacted heavily by the non-recurring integration costs (USD 25 million). Both Stop & Shop and Giant- Carlisle showed a solid performance in the first quarter of 2004. Resilient performance in the Netherlands and Central Europe The net sales decline of 1.1% in the first quarter of 2004 in the European retail operations is partly related to the divestments of De Tuinen and Jamin in 2003. Excluding currency impact in Central Europe and impact from divestments, net sales were unchanged compared to the same quarter of 2003. In the European retail operations, net sales were also negatively impacted by the Easter calendar effect. Sales volume at Albert Heijn increased as a result of the price repositioning campaign. The impact of food price deflation was largely offset by a higher sales volume. The identical sales at Albert Heijn declined by 0.2% compared to the same quarter of 2003. (Note that net sales at Albert Heijn were EUR 6 million lower versus previously announced in the Q1 2004 trading statement resulting from a final adjustment.) Operating income before impairment and amortization of goodwill and exceptional items in the European retail operations decreased by 16.7%, primarily due to higher pension costs (EUR 15 million) and a weaker performance in Spain. At Albert Heijn the price repositioning in combination with ongoing cost reductions led to a slightly higher operating income. The operations in Central Europe reported a lower operating loss due to increased net sales, improved margins and cost reductions resulting from the integration of the Central European retail operations. U.S. Foodservice U.S. Foodservice showed an increase in net sales excluding currency impact of 4.6%, primarily driven by food price inflation. The operating loss at U.S. Foodservice in the first quarter of 2004 was EUR 58 million, compared to a loss of EUR 73 million in the first quarter of 2003. This improvement was largely due to currency impact and an increased leverage of fixed costs over a higher amount of sales in U.S. dollars. During the first quarter of 2004, U.S. Foodservice continued the process of improving the effectiveness of its procurement contracts and organization, as well as evaluating the profitability of its largest customer accounts. South America Net sales in the South American retail trade operations in Q1 2004 were EUR 336 million, compared to EUR 581 million in the same period last year. The decrease was primarily a result of the divestments of Santa Isabel in 2003 and Bompreco in March 2004. CTA loss and reversal of goodwill resulting from the divestment of Bompreco heavily impacted operating income. Operating income before impairment and amortization of goodwill and exceptional items decreased from EUR 2 million in Q1 2003 to an operating loss of EUR 1 million in Q1 2004. Asia Net sales in the Asian retail trade operations in Q1 2004 amounted to EUR 51 million, a decrease of 53.2% compared to Q1 2003. This decrease was primarily due to the divestments of the operations in Malaysia and Indonesia completed in September 2003 and the divestment of the Thai operations in March 2004. The operating loss increased from EUR 7 million to EUR 18 million due to exceptional losses in the form of CTA loss and reversal of goodwill related to the divestment of the Thai operations. Other activities Other activities mainly include operations of three real estate companies that acquire, develop and manage store locations in Europe and the U.S. and corporate overhead costs of the Ahold parent company. * * * 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 affirmed Ahold's Senior Unsecured rating at 'BB-' (a speculative rating indicating that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, Fitch says, business or financial alternatives may be available to allow financial commitments to be met) and its Short-term rating at 'B' (Fitch's speculative rating, indicating minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions). 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. ATLANTIS SYSTEMS: Moves Toward Closing Financing Transaction ------------------------------------------------------------ Atlantis Systems Corp. announced that in excess of 50% of its outstanding shares, the Company voted in favour of proceeding with the closing of its previously announced equity financing. Atlantis had previously received all necessary regulatory approvals and is moving towards closing this transaction in the next few days. This financing will result in the issuance of up to $6 million in equity units priced at $0.40. Each equity unit consists of one common share and one half of a common share purchase warrant. Each full common share purchase warrant is exercisable for two years following the closing of the financing and the exercise price is $0.50 per share for the first twelve months following the closing and $0.60 per share for the second twelve months following the closing. Concurrent with the closing of this financing will be the conversion of $3.75 million of outstanding liabilities into equity. The debt conversion has already received all the necessary shareholder and regulatory approvals. Atlantis is a globally recognised developer of simulation-based aircraft training systems, with a client base that spans defence forces and government agencies throughout the world, as well as major commercial airlines and aircrew training centres. Atlantis trades on the Toronto Stock Exchange under the symbol AIQ. BETTER MINERALS: Closes Cash Tender Offer and Consent Solicitation ------------------------------------------------------------------ Better Minerals & Aggregates Company (BMAC) announced that its cash tender offer and consent solicitation for any and all of its outstanding 13% Senior Subordinated Notes due 2009 (CUSIP No. 087714 AC 5) has closed and all participating noteholders have received payment. The tender offer and consent solicitation were financed by a $120 million senior secured debt facility arranged, led and underwritten by Silver Point Finance. In addition to funding the purchase of the bonds, the senior secured debt facility funded related fees and expenses and interest due on the bonds. Jefferies & Company, Inc. helped arrange the debt financing and acted as dealer manager and solicitation agent in connection with the tender offer that generated participation of approximately 90% of the noteholders. The Company also renewed a $30 million line of credit with Wachovia Bank to provide ongoing liquidity. John A. Ulizio, President and Chief Executive Officer of BMAC and its operating subsidiary, U.S. Silica Company, said, "This transaction represents the final step in the overall restructuring of our business that started in 2002 with the decision to sell the aggregates business. With reduced debt and lower interest expense, U.S. Silica Company is better positioned going forward in the higher value segment of the industrial minerals industry." In 2003, BMAC completed the sale of its aggregates business to Hanson Corp. Gary E. Bockrath, Vice President and Chief Financial Officer, said, "We are very pleased with this financially and strategically important transaction. As a result of our successful tender offer, our liquidity improves immediately, providing the business with increased operating flexibility. Throughout the process, Silver Point Finance has been a strong and steady partner whose significant contributions made the transaction possible." Better Minerals & Aggregates Company, through its operating subsidiary U.S. Silica Company, is a leading supplier of high quality silica sand and aplite for the glass, foundry, chemical, recreational and construction industries, and fine ground silica and kaolin clay products for the paint, plastic and ceramic industries. The company employs 760 people at its 15 facilities in the United States. At March 31, 2004, BMAC's balance sheet shows a stockholders' deficit of $108,876,000 compared to a deficit of $106,700,000 at December 31, 2003. BEVERLY ENTERPRISES: S&P Revises Outlook To Stable From Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on nursing home and assisted-living facilities provider Beverly Enterprises Inc. to stable from negative. At the same time, Standard & Poor's assigned its 'B' rating to Beverly's proposed $225 million senior subordinated notes due 2014. The existing ratings on the company were affirmed. The company's bank facility, which is rated 'BB', or one notch above the 'BB-' corporate credit rating, has been assigned a recovery rating of '1'. This indicates the expectation for a full recovery of principal in the event of a default. Proceeds of the senior subordinated notes will be used, along with cash, to repay existing senior unsecured notes and a sizable tender premium. The 'B+' rating on the company's senior unsecured notes will be withdrawn when this refinancing is completed. The outlook revision reflects the company's progress in pruning its more marginal facilities and improving its capital structure. "The speculative-grade ratings on Beverly Enterprises reflect the chronic risks the company faces in its industry, such as reimbursement rates and insurance costs that are much higher than they were in the past," said Standard & Poor's credit analyst David Peknay. "However, Beverly has also divested higher-risk, less strategic facilities, lowered its insurance risk, and reduced debt, and these turnaround efforts have helped it achieve a credit profile more consistent with the current rating." Fort Smith, Arkansas-based Beverly Enterprises is the largest operator of nursing homes in the U.S., with 368 skilled nursing facilities, and it also operates 20 assisted-living facilities. The company's efforts to improve its financial performance and reduce vulnerability to key industry risks include its divestiture of more than 150 nursing homes since December 2001. The company expects to complete its remaining expected asset divestitures throughout the rest of 2004, disposing of facilities that are either non-strategic or that pose disproportionately high patient liability risk. The company has used the proceeds of these sales for debt reduction. Nevertheless, the company remains vulnerable to several factors. Changes in reimbursement remain a longer-term risk to future financial performance. A Medicare rate cut in 2002 reduced Beverly's annual revenues by an estimated $56 million, and it is possible that another rate cut could occur in 2006 if the system used by Medicare to calculate payments to nursing homes is revised. Medicaid revenue, which contributes about half of the company's total, is also risky, as many states suffer from financial difficulties. CASTLE DENTAL: Bright Now! Dental Completes Acquisition ------------------------------------------------------- Bright Now!(R) Dental Inc. and Castle Dental Centers Inc. (OTCBB:CASL), announced that Bright Now! Dental Inc. has completed the acquisition of Houston-based Castle Dental. Castle Dental was a portfolio company majority owned by an affiliate of Sentinel Capital Partners LLC, and was advised on the transaction by Sheffield Merchant Banking Group. Bright Now's majority shareholder is Gryphon Investors Inc., a leading middle-market private equity firm. Castle Dental is now a wholly owned subsidiary of Bright Now! Dental Inc. "We've united two strong organizations, each with significant capabilities, into one outstanding company," said Steven C. Bilt, president and chief executive officer of Bright Now. "Castle is an important addition to the Bright Now family -- our already extensive national presence is expanded to nearly 300 offices in 19 states. By joining our sector's two strongest business process support companies, I anticipate that our new entity will be even more effective in providing these critical services." Bilt looks forward to leveraging these capabilities to further enhance the effectiveness of the combined company's talented field operating teams. "Together, we'll advance our mission of helping dentists to operate their practices with a heightened focus on excellent patient care," he said. About Bright Now!(R) Dental Inc. Bright Now! Dental Inc. and its wholly owned subsidiaries, Monarch Dental Corp., Castle Dental Centers, and Newport Dental Plan, provide business support services to approximately 300 dental offices in 19 states nationwide. Affiliated and staff dentists provide general, specialty, and cosmetic care to more than 2 million patients each year. Bright Now's mission is to manage the time-consuming business functions of running dental practices, in order to free dentists to devote virtually all of their time to caring for patients by delivering high-quality dental care, superior service, and exceptional value. Bright Now offers dentists and their patients numerous benefits and advantages over traditional dental care models. Bright Now assumes responsibility for business support services such as finance, sales and marketing, information technology, human resources, purchasing, and real estate development, while dentists retain responsibility for all clinical matters. Patients benefit from quality, full-service dental care, including general dentistry, cosmetic dentistry, and specialty services such as orthodontics. Extended evening and weekend office hours, convenient locations, affordable prices, and flexible payment plans make quality dental care available to a wide range of patients. Based in Santa Ana, Bright Now and its affiliated dentists employ 4,300 people nationwide. Bright Now's majority shareholder is Gryphon Investors Inc., a leading middle-market private equity firm with more than $500 million of capital under management. For more information, visit http://www.brightnow.com/ About Castle Dental Centers Inc. Castle Dental Centers Inc. and its affiliated dental practices provide dental services to 73 dental offices in Texas, Florida, Tennessee, and California. Based in Houston, Castle Dental traces its roots back to 1948 when Dr. Jack H. Castle began his first dental practice. For more information, visit http://www.castledental.com/ At December 31, 2003, Castle Dental Centers, Inc.'s balance sheet shows a recovery of total stockholders' equity at $10,435,000. At December 31, 2002, the company recorded a total stockholders' equity deficit of $$21,910,000. Working capital deficit for the year ended 2003 stands at $3,439,000. BUSH INDUSTRIES: Files Ch. 11 Reorganization Plan in New York ------------------------------------------------------------- Bush Industries, Inc., filed its Chapter 11 Plan of Reorganization with the U.S. Bankruptcy Court for the Western District of New York. A full-text copy of the Debtor's Plan is available for a fee at: http://www.researcharchives.com/bin/download?id=040610015701 The Plan groups claims and interests into five classes and outlines their treatment: Class Treatment ----- --------- 1 - Non Prepetition Unimpaired; On the Effective Date, all Credit Facility Allowed Claims will be Reinstated. Secured Claims 2 - Priority Claims- Unimpaired; On the Effective Date, each Non Tax holder will be paid in Cash, in full. 3 - Prepetition Impaired; On the Effective Date, the Credit Facility Reorganized Debtor will issue to all Claims holders of Allowed Class 3 Claims on a Pro Rata Basis, the Proceeds of the Term Loan/LC Financing Facility and the New Common Stock and will deliver the Proceeds of the Term Loan/LC Financing Facility and the New Common Stock on a Pro Rata Basis, in full satisfaction the Claims. 4 - Unsecured Unimpaired; On the Effective Date, each Claims holder will be paid in Cash, in full. For the avoidance of doubt, any Claims previously paid by the Debtor in accordance with Prepetition Trade Order shall not be included in Class 4. 5 - Old Common Impaired. On the Effective Date all Stock Interests Interests will be deemed cancelled and and Stockholder nullified in all respects and with no Claims further action on the part of the Debtor, the Reorganized Debtor or any other party. Headquartered in Jamestown, New York, Bush Industries, Inc., -- http://www.bushindustries.com/-- is engaged in the manufacture and sale of ready-to-assemble furniture under the Bush, Eric Morgan and Rohr trade names and production of after market accessories for cell phones. The Company filed for chapter 11 protection on March 31, 2004 (Bankr. W.D.N.Y. Case No. 04-12295). Garry M. Graber, Esq., at Hodgson, Russ represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $53,265,106 in total assets and $169,589,800 in total debts. CALPINE CORPORATION: Prices New Secured Institutional Term Loans ---------------------------------------------------------------- Calpine Corporation (NYSE: CPN) announced that its wholly owned subsidiaries, Rocky Mountain Energy Center, LLC and Riverside Energy Center, LLC, have priced new secured institutional term loans for the refinancing of its Rocky Mountain and Riverside Energy Centers. Both of the approximately 600-megawatt natural gas-fired power plants recently entered commercial operations. The refinancing, which is expected to close on June 22, 2004, consists of $661.5 million of floating rate secured institutional term loans due 2011, priced at LIBOR plus 425 basis points and issued at a discount to par of 99.5%. Net proceeds from the loans, after transaction costs and fees, will be used to pay final construction costs and refinance amounts outstanding under the $250 million non-recourse project financing for the Rocky Mountain facility, and the $230 million non-recourse project financing for the Riverside facility. The balance of approximately $160 million, will be returned to Calpine and will be used for general corporate purposes. In addition, approximately $40 million in cash and $55 million in letters of credit will be returned to Calpine as the result of the elimination of certain reserves and letters of credit associated with the original non-recourse project financings. The institutional term loans are secured by the power plants, and the lenders' recourse is limited to such security. None of the indebtedness will be guaranteed by Calpine Corporation. The secured institutional term loans will be placed in the institutional term loan market. The refinancing is subject to certain conditions, including the execution of definitive documentation. About Calpine Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note and B Second Priority Senior Secured Note Ratings, Negative Outlook), celebrating its 20th year in power in 2004, is a leading North American power company dedicated to providing electric power to customers from clean, efficient, natural gas- fired and geothermal power facilities. The company generates power at plants it owns or leases in 21 states in the United States, three provinces in Canada and in the United Kingdom. Calpine is also the world's largest producer of renewable geothermal energy, and owns or controls approximately one trillion cubic feet equivalent of proved natural gas reserves in the United States and Canada. For more information about Calpine, visit http://www.calpine.com/ CONSOLIDATED FREIGHTWAYS: Selling Houston Facilities on June 22 --------------------------------------------------------------- As part of the largest real estate sale in transportation history -- 229 total properties with an appraised value over $400 million -- Consolidated Freightways announced that it is now placing its Houston distribution facilities located at 4847 Blaffer St. for sale individually or together to the highest bidder, through a reserve auction process scheduled for June 22, 2004. The CF properties consists of a 91-door cross-dock distribution facility (terminal #1) situated on 11 acres and 97-door cross-dock distribution facility (terminal #2) situated on 6.28 acres. Both facilities have been closed to operations since September 3, 2002 when the 74-year-old company filed for bankruptcy protection. Since then CF has been liquidating the assets of the corporation under orders of the bankruptcy court. 417 CF employees formerly worked at the Houston terminals. A starting price has been established for terminal #1 at $1,495,000 and for terminal #2 at $649,500. Those bidders interested in purchasing the entire property will start the bidding at $1,950,000. Interested parties who would like to participate in the June bankruptcy auction should submit the form Request to be Designated a Qualified Bidder at Auction. That form will be found at www.cfterminals.com/Overbidder.html and must be submitted prior to the date of the auction. The indicated deposit must also be received, via wire or certified check, prior to the date of the auction. To date, 205 CF properties throughout the U.S. have been sold for $350 million. Potential bidders should direct any questions about the property and the bidding procedures that cannot be answered at the company's web site http://www.cfterminals.com,to Transportation Property Company at 800-440-5155. About the Company Consolidated Freightways Corporation (Nasdaq:CFWY) is a $2.2 billion company comprised of national less-than-truckload carrier Consolidated Freightways, third party logistics provider Redwood Systems, Canadian Freightways LTD, Grupo Consolidated Freightways in Mexico and CF AirFreight, an air freight forwarder. Consolidated Freightways is a transportation company primarily providing LTL freight transportation throughout North America using its system of 300 terminals and over 18,000 employees. CORNING INC: Reaffirms 2004 Second Quarter Guidance --------------------------------------------------- Corning Inc.'s (NYSE:GLW) President and Chief Operating Officer Wendell P. Weeks and Corning Vice Chairman and Chief Financial Officer James B. Flaws met with investors in Boston, Mass., on June 15 to discuss the company's progress on its three leadership priorities for 2004: protecting the financial health of the company; improving profitability; and investing in the future. During the meetings, the company reiterated its 2004 second- quarter guidance of revenues in the range of $900 million to $950 million, with earnings per share in the range of $0.07 to $0.09, before special items. This estimate is a non-GAAP financial measure and is reconciled on the company's investor relations Web site. Weeks and Flaws tell investors that the company's three near-term growth initiatives: fiber in the local access network, or fiber to the premises; emission control for products in heavy-duty and light-duty diesel engines; and the expanding market for liquid crystal display (LCD) glass each represent a significant opportunity for Corning. "Corning leads the LCD glass industry in technology innovation and is poised to increase its leadership with the transition to larger size glass panels," Weeks will say. "Corning was the first with Generation 5 and Generation 6 glass, and is gearing up to deliver Generation 7 glass," he remarks. Weeks adds that volume growth for Corning's wholly-owned business is expected to exceed 50 percent this year, outpacing general industry growth. "Growth is being driven primarily by the industry's migration to larger generation glass and the continued penetration to LCD monitors for the desktop computer market," Weeks says. Flaws will also present at the 2004 Wachovia Securities Nantucket Equity Conference on June 22 in Nantucket, Mass. Flaws' presentation will be webcast live at 2:30 p.m. EST. It will be available on Corning Incorporated's Web site by accessing the 2004 Wachovia Securities Nantucket Equity Conference link on the IR events calendar. About Corning Incorporated Corning Incorporated -- http://www.corning.com/-- is a diversified technology company that concentrates its efforts on high-impact growth opportunities. Corning combines its expertise in specialty glass, ceramic materials, polymers and the manipulation of the properties of light, with strong process and manufacturing capabilities to develop, engineer and commercialize significant innovative products for the telecommunications, flat panel display, environmental, semiconductor, and life sciences industries. * * * As reported in the Troubled Company Reporter's March 11, 2004 edition, Standard & Poor's Rating Services assigned its 'BB+' rating to Corning Inc.'s proposed $400 million senior unsecured notes, consisting of a $200 million 10-year and a $200 million 12- year offering under the company's existing shelf registration. At the same time, Standard & Poor's affirmed its 'BB+' corporate credit rating and its other ratings on Corning. Proceeds of the issuance are expected to be used primarily to repay existing debt and for other corporate purposes. The ratings outlook is stable. "While the debt offering is viewed as a mild positive by improving the term structure of Corning's debt profile in addition to already substantial debt reduction, we remain mainly focused on cash flow and earnings improvement by Corning," said Standard & Poor's credit analyst Robert Schulz. Fitch Ratings also assigned a 'BB' rating to Corning Inc.'s proposed debt offering of $400 million of senior unsecured notes, consisting of two tranches of $200 million due 2014 and 2016. The 'B' convertible preferred stock is affirmed. According to Fitch, Corning's ratings reflect the strained but improved credit protection measures, negative free cash flow, and stabilizing but still challenging telecommunications end-markets which still comprised 46% of revenue as of December 31, 2003. Also recognized are the company's improved balance sheet and liquidity and leading positions in diverse markets. COVANTA: Hydranautic Wants Stay Lifted To Pursue $7.9MM Retainage ----------------------------------------------------------------- Hydranautics, Inc., wants to pursue claims and raise issues relating to a $7.9 million retainage that Tampa Bay Water withholds. Kristin J. Casillo, Esq., at Baker & Hostetler, in Orlando, Florida, explains that the Retainage relates to the engineering, procurement and construction of a seawater desalination facility in the Tampa Bay area in Florida. The Covanta Tampa Debtors originally subcontracted with Hydranautics to perform the design, engineering, manufacture, delivery, installation, start-up, and testing of the Facility. The Covanta Tampa Debtors later assigned the contract to TBW. As a result, Hydranautics gained a direct contractual relationship with TBW. TBW instituted an adversary proceeding against the Covanta Tampa Debtors for alleged deficiencies and failure to complete the Facility, Ms. Casillo recounts. That litigation resulted in a settlement agreement between TBW and the Covanta Tampa Debtors, which provides for TBW's payment of about $4.9 million to the bankruptcy estates. The Settlement Agreement did not indicate whether the Settlement Funds will be paid from the Retainage. Pursuant to the Settlement Agreement, $4.4 million of the Settlement Funds will be paid on the effective date of the Covanta Tampa Debtors' Joint Plan of Reorganization. Hydranautics and its sureties, Fidelity & Deposit Company of Maryland and Zurich American Insurance Company, hold equitable liens or otherwise superior rights in the Retainage. Accordingly, Hydranautics and its sureties objected to the Settlement Agreement, arguing that the Settlement Agreement should not be approved if it divests them of those rights. Ultimately, the Court approved the Settlement Agreement subject to any rights, interests, claims or liens held by Hydranautics and the Sureties. On March 11, 2004, Hydranautics filed a complaint for declaratory judgment against TBW in the U.S. District Court for the Middle District of Florida, Tampa Division. TBW wrongfully declared Hydranautics in default and terminated Hydranautics' contract. TBW asserts that Hydranautics or the Sureties are required to complete the Facility or pay for its completion. The Florida Litigation is in its early stages. In April 2004, TBW sought to dismiss the complaint. Thereafter, Hydranautics and TBW agreed to abate the Florida Litigation pending the Sureties' investigation. Ms. Casillo argues that if TBW is determined to have Hydranautics or the Sureties complete or pay to complete the Facility, Hydranautics or the Sureties are entitled to: -- receive the Retainage; or -- apply the Retainage toward completion of the Facility, by virtue of subrogation rights, equitable liens or superior rights with respect to the Retainage. Hydranautics believes that the Retainage is not the property of the Debtors' estates. The issues or claims regarding the Retainage are between Hydranautics and TBW and must, therefore, be litigated only between them. The outcome of that litigation will not impact the Debtors' estates. Because the Retainage is not the property of the Debtors' estates, the automatic stay does not apply. To the extent the automatic stay is applicable, Ms. Casillo asserts that cause exists to lift the stay since: -- Hydranautics and the Sureties possess equitable liens or otherwise superior rights with respect to the Retainage; and -- the dispute regarding the Retainage must be the subject of the Florida Litigation only between Hydranautics and TBW. Accordingly, Hydranautics asks the Court to: (a) lift or modify the automatic stay to allow it to pursue in the Florida Litigation its rights with respect to the Retainage; and (b) allow the Florida District Court or any courts with competent jurisdiction to fully adjudicate and determine all issues, liens and claims between Hydranautics and TBW involving the Facility, including those as to Retainage. Headquartered in Fairfield, New Jersey, Covanta Energy Corporation -- http://www.covantaenergy.com/-- is a publicly traded holding company whose subsidiaries develop, own or operate power generation facilities and water and wastewater facilities in the United States and abroad. The Company filed for Chapter 11 protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826). Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton represent the Debtors in their restructuring efforts. When the Debtors filed for protection from its creditors, they listed $3,280,378,000 in assets and $3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000) CRIIMI MAE: Plans To Repay $293 Million Bear Stearns Recourse Debt ------------------------------------------------------------------ CRIIMI MAE Inc. (NYSE: CMM) announced that it will pay off $293 million of its Bear Stearns recourse debt using proceeds from the issuance of a non-recourse repurchasable senior interest in its BB+ rated securities, proceeds on the liquidation of hedging instruments, and amounts drawn on a new four-year limited recourse repurchase facility. In addition, the Company received a commitment for a $500 million non-recourse warehouse facility to finance newly originated commercial mortgage loans. Deutsche Bank AG or its affiliate will purchase the senior interest, representing approximately 82% of the face value of the BB+ rated securities, and provide the two new financing facilities. Barry S. Blattman, Chairman and Chief Executive Officer, stated: "Reducing our recourse debt was one of our primary objectives for 2004. This transaction with Deutsche Bank dramatically reduces our total recourse debt and effectively replaces it with non-recourse debt, 'match-funds' most of our core CMBS assets and reduces our exposure to margin calls. Recourse to the Company under its new repurchase agreement financing will decrease from Monday's $293 million to only $4.2 million, and the cost of the remaining approximately $42 million of limited recourse debt will be reduced from LIBOR+300 basis points to LIBOR+125 basis points. Additionally, the transaction eliminates $7.5 million of annual principal amortization payments, strengthens our balance sheet, and provides an attractive financing arrangement for our loan origination business. We retained a repurchase option on the BB+ rated bonds thereby enabling the Company to continue to benefit from possible future ratings upgrades and increases in value in the remaining core asset portfolio." Mark R. Jarrell, President and Chief Operating Officer, added: "This refinancing effectively completes the recapitalization and match-funding of the Company's core assets, allowing us to move on to our primary focus of growing CRIIMI MAE's earnings through our origination-based plan for new business. Obtaining the $500 million non-recourse warehouse facility represents the first step in implementing that plan and sets the stage for CRIIMI MAE to begin lending later this year." To pay off the $293 million of Bear Stearns repurchase agreement debt, CRIIMI MAE will use the proceeds from the issuance and sale to Deutsche Bank of a $260 million face amount senior interest in its $319 million BB+ rated CBO-2 bonds (CRIIMI MAE Commercial Mortgage Trust Series 1998-C1, Classes D1 and D2), the proceeds from the liquidation of its $200 million (notional amount) swap position and from an approximate $42 million draw on the new repurchase facility. Total proceeds on the issuance of the $260 million 7% senior interest certificate will be $238 million, priced to yield approximately 8.48%. Proceeds realized on the Company's liquidation of its notional $200 million swap were approximately $15 million. CRIIMI MAE's $42 million draw on the new four-year repurchase facility will be secured by two of the Company's remaining subordinate CMBS (the retained subordinate interest in Class D2, and the Class E) at a cost of LIBOR plus 125 basis points. Classes F through J and issuers equity of CBO-2 along with certain other securities had an aggregate fair value of $215.6 million as of March 31, 2004 and will now be unencumbered, thereby providing the Company more financial flexibility. Recourse to CRIIMI MAE will be limited to 10% of the borrowing amount, or approximately $4.2 million. The senior interest certificate is repurchasable by the Company beginning in June 2009 at the then-current swap rate plus 165 basis points. The $500 million non-recourse warehouse facility at LIBOR plus 75 basis points is designed to finance the origination of new commercial mortgage loans - the primary focus of the Company's new business plan. CRIIMI MAE will use the warehouse facility to accumulate commercial mortgage loans until it achieves sufficient volume to securitize loan pools. Targets for the lending program include $1.5 to $2 billion annual production after an 18- to 20- month ramp-up period; loan size ranges of $2.5 to $35 million; and a targeted minimum business line return on equity of 15%. The new facility may be drawn upon to finance up to 95% of the originated loan balances, on a non-recourse basis. To reach its goals, the Company plans to hire an Executive Vice President of Lending, recruit other lending, credit and closing staff and develop its production system over the next few months. By the end of 2004, the Company expects to implement its hedging program and begin originations of its first commercial mortgage loans. Based upon a pricing earlier Monday, the Company anticipates a closing on the transactions to occur on or prior to June 30, 2004, subject to completion of definitive agreements, although there can be no assurance that the Company will complete these transactions by this date. For further information about the Company, see the Company's Web site: http://www.criimimaeinc.com/Shareholders and securities brokers should contact Shareholder Services at (301) 816-2300, e- mail shareholder@criimimaeinc.com, and news media should contact James Pastore, Pastore Communications Group LLC, at (202) 546- 6451, e-mail pastore@ix.netcom.com CRITICAL PATH: Adjourns Special Shareholder Meeting to July 2 ------------------------------------------------------------- Critical Path, Inc. (NASDAQ:CPTH) announced that as of the close of business on Friday, June 11, 2004, the Company did not receive votes from a quorum of shareholders necessary to conduct business at the special meeting scheduled for June 11, 2004. The Company adjourned the meeting to July 2, 2004, at 10:00 a.m. (Pacific time), at Critical Path's principal offices located at 350 Embarcadero, San Francisco, California. Company shareholders who have not yet voted are encouraged to vote by completing and returning a proxy card in accordance with the instructions included in their proxy materials, or by attending the special meeting. The Company also announced that, due to the adjournment of the special meeting of shareholders, the rights offering to purchase up to $21 million of Series E Preferred Stock of Critical Path, which was scheduled to expire at 5:00 p.m., New York City time, on Friday, June 25, 2004, has been extended until 5:00 p.m., New York City time on Friday, July 16, 2004, unless further extended. A post-effective amendment to the registration statement relating to these securities has been filed with the Securities and Exchange Commission, but it has not yet become effective. These securities may not be offered and offers may not be accepted prior to the time the registration statement becomes effective. The rights offering will only be made by means of a prospectus. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities in the rights offering, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. About Critical Path, Inc. Critical Path, Inc. (Nasdaq:CPTH) is a global provider of digital communications software and services, headquartered in San Francisco. More information is available at http://www.criticalpath.net/ At March 31, 2004, Critical Path's balance sheet shows a stockholders' deficit of $90.6 million compared to a deficit of $77.2 million at December 31, 2003. DIGITAL LIGHTWAVE: Completes CIT Technologies Settlement -------------------------------------------------------- Digital Lightwave, Inc. (Nasdaq:DIGL), a leading provider of optical networking technology and test instruments, announced the filing of a current report on Form 8-K disclosing that on June 8, 2004, Digital Lightwave, Inc., CIT Technologies Corporation, and Optel LLC and Optel Capital, LLC entered into a mediation settlement agreement. Pursuant to the terms of the settlement, the Company paid $5,200,000 and issued 2,500,000 restricted shares of its common stock to CIT. In addition, the Company agreed to release all rights in certain leased equipment previously returned to CIT. The settlement resolves all disputes between the Company and CIT, including claims of approximately $15.6 million asserted by CIT in connection with the non-payment of monies due for equipment provided under various lease agreements between the parties. The Company and CIT also entered into a mutual release and executed a stipulation and joint motion to dismiss the complaint filed by CIT against the Company on April 7, 2003 in the Circuit Court for Pinellas County, Florida. "This settlement completes a significant milestone of the Company's creditor debt restructuring efforts," said James Green, President and Chief Executive Officer, "and brings to conclusion all material legal matters against the Company. With this settlement completed the management team can now concentrate on the execution of the Company's business plan and a return to profitability." About Digital Lightwave, Inc. Digital Lightwave, Inc. -- whose March 31, 2004 balance sheet shows a stockholders' deficit of $23,557,000 -- provides the global communications networking industry with products, technology and services that enable the efficient development, deployment and management of high-performance networks. Digital Lightwave's customers -- companies that deploy networks, develop networking equipment, and manage networks -- rely on its offerings to optimize network performance and ensure service reliability. DISTRIBUTION DYNAMICS: Will Hold Public Auction on June 18 ---------------------------------------------------------- On May 20, 2004, the U.S. Bankruptcy Court for the District of Minesota approved uniform Sales Procedures proposed by Distribution Dynamics, Inc., and its debtor-affiliates, in connection with the sale of substantially all of the estates' assets. A Public Auction will be held on June 18, 2004, at 9:00 a.m., at the offices of: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, Minnesota Objections to the sale must be filed and delivered not later than June 18, 2004, and must be served on the counsel to the debtors, financial advisor to the debtors, the proposed purchaser, counsel to the proposed purchaser, counsel to the committee of unsecured creditors, counsel to the agent for secured lenders and the office of the U.S. Trustee. The Sale Hearing will be held on June 21, 2004 at 10:30 a.m. before the Honorable Dennis D. O' Brien at the Bankruptcy Court. Copies of the Sales Procedures Order, Bid Procedures and related documents may be obtained at http://www.mnb.uscourts.gov/ As previously reported in the Troubled Company Reporter, Distribution Dynamics, Inc., entered into an agreement to sell its assets and operations to Anixter International Inc. (NYSE: AXE). That agreement provides that Anixter will acquire substantially all of the assets and operations of DDI for $25 million. The agreement excludes (i) the DDI operations in Kansas City, Missouri, which Anixter has acquired under a separate agreement of purchase and sale and (ii) the DDI operations located in Portland and Medford, Oregon. In connection with this proposed purchase, Anixter plans to assume certain obligations of DDI under the facility and operating leases that are used in conjunction with the operations that Anixter is proposing to purchase and Anixter plans to make offers of employment to the employees in such operations. Separately, Anixter announced in April its intention to make offers to purchase certain valid, unsecured pre-petition claims in the bankruptcy to the extent those claims apply to product sales to the operations that will be acquired by Anixter. Distribution Dynamics -- http://www.distributiondynamics.com/-- helps companies improve bottom-line results by providing fasteners and Class 'C' commodities. The company filed for chapter 11 protection (Bankr. Minn. Case No. 04-32489) on April 26, 2004. Mark J. Kalla, Esq., at Dorsey & Whitney LLP, represents the Debtors. When the Company filed for chapter 11 protection, it listed estimated assets of $10 to $50 million and estimated debts of $50 to $100 million. ENRON CORP: Examiner Goldin Asks for Relief from SPE Investigation ------------------------------------------------------------------ Enron North America Examiner, Harrison J. Goldin, seeks procedural protection solely in connection with the termination of his investigation of certain entities involved in transactions pertaining to special purpose entities the Debtors created or structured. Arthur Steinberg, Esq., at Kaye Scholer, LLP, in New York, relates that pursuant to the Court's orders, Mr. Goldin spent nearly six months investigating Bank of America, PricewaterhouseCoopers, LLP, KPMG, LLP, Royal Bank of Canada, and UBS Warburg AG. After finalizing his investigation Mr. Goldin filed his report on November 14, 2003. Mr. Steinberg notes that at the Enron Examiner's request, the Court granted Neal Batson protection regarding the discharge of his duties as Enron Examiner. Mr. Goldin wants to be granted a similar protection as he has stepped into the shoes of Mr. Batson in every aspect of the SPE Investigation. Specifically, Mr. Goldin asks Judge Gonzalez to: (a) discharge him and his professionals solely from their duties relating to the SPE Investigation since they have completed all tasks required; (b) exculpate him and his professionals in connection with the SPE Investigation so as to prevent wasteful, collateral litigation involving the reporting process; (c) preclude any third party from issuing or serving on him or his professionals any discovery requests relating to the SPE Investigation, including but not limited to, any subpoena, request for document productions, request for admissions, interrogatories, subpoenas duces tecum, requests for testimony, letters regatory or any other discovery of any kind whatsoever in any way related to the SPE Investigation with respect to any knowledge or documents or any other material in their possession, custody or control; and (d) relieve him and his professionals of the obligation to maintain the balance of the data they obtained during the SPE Investigation. (Enron Bankruptcy News, Issue No. 111; Bankruptcy Creditors' Service, Inc., 215/945-7000) ENRON CORPORATION: Baupost and Racepoint Withdraw Plan Objection ---------------------------------------------------------------- The Enron Corporation Debtors negotiated the Plan Objections raised by the Baupost Group, LLC, and Racepoint Partners, LLC. The parties agree to resolve the Plan Objection through a Stipulation. Judge Gonzalez approves the Stipulation, containing these terms: (a) Baupost and Racepoint will be deemed to have withdrawn the Plan Objections; (b) To the extent any Ballots have been cast by Baupost and Racepoint to reject the Plan, the rejections are withdrawn and the ballots will be deemed to have been cast to accept the Plan; (c) The Debtors will not modify the Plan in any way that will result in a decrease in the "Estimated Recovery" of Class 4 creditors' distributions by 25 basis points or more in aggregate and without taking into account any facts, matters, transactions, occurrences or orders that may have affected or changed the validity of the assumptions; (d) The Debtors will not seek emergency protection, and Baupost and Racepoint will be entitled to reasonable discovery, with respect to any motion or other requests for Court approval of a proposed settlement, if any, with Appaloosa Management, LP, Angelo Gordon & Co., LP, or Ad Hoc Committee of Yosemite/CLN Noteholders, or any other party with respect to any claims arising from: -- the "Citibank/Delta Prepay" transactions; -- the "Yosemite and Credit Linked Notes" transactions; -- any "Enron Credit Linked Notes"; (e) The Debtors will modify the Plan to clarify that Allowed Enron Senior Note Claims are Allowed Claims in these amounts: Instruments Amount ----------- ------ 7% Exchangeable Note Payable due 07/31/02 $402,650,299 9.125% Note Payable due 04/01/03 190,856,046 9.875% Note Payable due 06/15/03 104,580,903 7.875% Note Payable due 06/15/03 336,872,656 Floating Rate Notes due 06/18/03 324,660,097 0.77% Bond due 06/18/03 81,334,720 6.625% Note Payable due 10/15/03 72,269,723 0.97% Bond due 06/18/04 81,408,566 7.625% Note Payable due 09/10/04 191,351,671 6.75% Note Payable due 09/01/04 86,323,180 6.75% Senior Notes due 09/15/04 40,577,500 4.375% Bond due 04/08/05 368,604,875 8.375% Note Payable due 05/23/05 175,366,406 6.625% Note Payable due 11/15/05 250,782,118 9.625% Note Payable due 03/15/06 172,370,780 6.40% Note Payable due 07/15/06 239,729,931 7.125% Senior Notes due 05/15/07 149,501,323 6.875% Note Payable due 10/15/07 89,798,837 6.725% Note Payable due 11/15/08 200,635,139 6.75% Note Payable due 08/01/09 182,549,719 7.375% Note Payable due 05/15/19 385,658,448 Convertible Senior Note due 2021 1,271,856,649 7.00% Senior Debentures due 08/15/23 17,155,658 6.95% Note Payable due 07/15/28 200,456,176 6.95% Note Payable due 07/15/28 184,707,191 0.52% Bond due 05/15/02 203,196,763 0.493% Bond due 06/13/02 162,447,128 6.50% Note Payable due 08/01/02 153,277,083 (f) The Debtors agree that the Allowed Enron Senor Note Claims constitute "Senior Indebtedness" under the Enron Subordinated Indenture, the Enron TOPRS Indenture, and the Enron MISP Agreements; (g) The Debtors agree that the Schedule "S" to the Plan Supplement will not be modified in a manner that would eliminate any or all of the Allowed Enron Senior Note Claims from constituting "Senior Indebtedness"; and (h) The Debtors will not include Allowed Intercompany Claims as "Senior Indebtedness" in any amendment to Schedule "S" of the Plan Supplement unless otherwise directed by a Court Order. (Enron Bankruptcy News, Issue No. 111; Bankruptcy Creditors' Service, Inc., 215/945-7000) ENRON POWER: Asks Court to Disallow California Power's Claim ------------------------------------------------------------ California Power Exchange Commission (CalPX) filed Claim No. 9112 against Enron Power Marketing, Inc. (EPMI). In the Claim, CalPX asserts that about $136,000,000 held by CalPX in a segregated account secures potential contingent claims for refunds filed with the Federal Energy Regulatory Commission by third-party purchasers of electricity in the California wholesale electricity markets CalPX administered. However, Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, LLP, in New York, points out that under the provisions of the Bankruptcy Code governing secured claims, applicable non-bankruptcy law and the terms of EPMI's contractual agreements with CalPX, the EPMI Funds do not secure the contingent Refund Claims, or anything else. Rather, the EPMI Funds are not subject to a valid perfected security interest of any kind, and EPMI is entitled, as a matter of law, to the payment of the EPMI Funds to it. Accordingly, EPMI asks the Court to: (a) declare that the EPMI Funds are property of the EPMI bankruptcy estate; (b) declare that CalPX does not have a valid, perfected security interest in the EPMI Funds; (c) direct the turnover of the EPMI Funds to it; and (d) disallow Claim No. 9112 to the extent it purports to be a secured proof of claim. (Enron Bankruptcy News, Issue No. 111; Bankruptcy Creditors' Service, Inc., 215/945-7000) EPRESENCE: Hires Verdolino & Lowey to Administrate Liquidation -------------------------------------------------------------- ePresence, Inc. announced that it had filed Articles of Dissolution with the Massachusetts Secretary of the Commonwealth in accordance with its plan of liquidation and that, effective as of June 14, 2004, its stock transfer books have been closed and that no stock transfers will be recorded after such date. ePresence also announced that it had hired Verdolino and Lowey, P.C. to administrate the liquidation of the Company. ePresence intends to cease filing periodic reports, such as Forms 10-K and 10-Q, with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. ePresence intends to continue to disclose material events by filing periodic reports on Form 8-K. About the Company ePresence, Inc., (Nasdaq: EPRE) is a market leader in delivering Secure Identity Management solutions based on directory technology that help companies reduce cost, enhance security, improve customer service and increase revenues. Our highly focused solutions have enabled numerous Fortune 1000-class companies to efficiently and securely provide personalized access to digital resources for their employees, business partners and customers, thus maximizing the ROI of their IT- based initiatives. EPRESENCE: Will Make Initial Liquidation Distribution on June 23 ---------------------------------------------------------------- ePresence, Inc. announced that, in accordance with the plan of complete liquidation and dissolution adopted by its shareholders on June 3, 2004, its Board of Directors had approved an initial liquidation distribution to shareholders of $4.05 per share in cash. The initial liquidating distribution to stockholders is expected to be made on or about June 23, 2004. Future liquidating distributions, if any, will be made only to stockholders of record at the close of business on June 14, 2004. The timing and amounts of any future distributions will be determined by ePresence's Board of Directors in accordance with the plan of liquidation. About the Company ePresence, Inc., (Nasdaq: EPRE) is a market leader in delivering Secure Identity Management solutions based on directory technology that help companies reduce cost, enhance security, improve customer service and increase revenues. Our highly focused solutions have enabled numerous Fortune 1000-class companies to efficiently and securely provide personalized access to digital resources for their employees, business partners and customers, thus maximizing the ROI of their IT- based initiatives. EXIDE TECH: Subsidiary Debtors Move To Close Chapter 11 Cases ------------------------------------------------------------- Exide Delaware, LLC, Exide Illinois, Inc., RBD Liquidation, LLC, Dixie Metals Company and Refined Metals Corporation ask the Court for a final decree closing their Chapter 11 cases. Rule 3022 of the Federal Rules of Bankruptcy Procedure provides that: "After an estate is fully administered in a Chapter 11 reorganization case, the court, on its own motion or on the motion of a party-in-interest, shall enter a final decree closing the case." James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., in Wilmington, Delaware, contends that several factors has been satisfied in the Subsidiary Debtors' Chapter 11 cases: (a) The Confirmation Order has become final; (b) There are no deposits to be distributed under the Plan; (c) All or substantially all of the property required to be transferred on account of claims against the Subsidiary Debtors under the Plan has been transferred; (d) The Debtors' successors, the Reorganized Debtors, have assumed the business pursuant to the Plan; (e) Plan payments on account of claims against the Subsidiary Debtors have been substantially administered; and (f) Motions and contested matters in the Subsidiary Debtors' Chapter 11 cases have been substantially resolved. The Subsidiary Debtors assert that they have substantially consummated the Plan. Mr. O'Neill points out that the Court would still have the ability to reopen the Subsidiary Debtors' Chapter 11 cases for further administration pursuant to Section 350(b) of the Bankruptcy Code in the unlikely event that the need to do so would arise. The Subsidiary Debtors' request would not prejudice any other party-in-interest. Rather, closing the Subsidiary Debtors' Chapter 11 cases would relieve the Subsidiary Debtors from the payment of further administration fees. All motions, contested matters, and other proceedings, which were before the Court in the Subsidiary Debtors' Chapter 11 cases, have been concluded. The Subsidiary Debtors do not expect that any additional matters will be filed in their Chapter 11 cases. The Subsidiary Debtors will pay all the United States Trustee's fees due and owing. The Office of the United States Trustee has no objection to the closing of the Subsidiary Debtors' Chapter 11 cases. 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. 48; Bankruptcy Creditors' Service, Inc., 215/945-7000) FEDERAL-MOGUL: Court OKs Disclosure Statement & Voting Procedures ----------------------------------------------------------------- Federal-Mogul Corporation (OTCBB:FDMLQ) announced that the Honorable Judge Raymond T. Lyons, United States Bankruptcy Court for the District of Delaware, signed an order approving the solicitation and voting procedures by which the Disclosure Statement describing the Third Amended Joint Plan of Reorganization can be distributed to Federal-Mogul's creditors and equity holders for voting on the Joint Plan of Reorganization. Through an earlier order entered June 4, 2004, Judge Lyons approved the Disclosure Statement, finding that it contained adequate information for creditors and equity holders to vote on the Joint Plan of Reorganization. The Bankruptcy Court's June 4 order also set December 9, 2004 as the date for the confirmation hearing with respect to the Joint Plan of Reorganization and established various deadlines when votes and objections on the Joint Plan must be filed. The Disclosure Statement and Plan of Reorganization will be mailed shortly to all creditors and equity holders to solicit their votes in support of the Joint Plan. The Joint Plan is proposed by Federal-Mogul and by the Unsecured Creditors Committee, the Asbestos Claimants Committee, the Future Asbestos Claimants Representative, the Agent for the Prepetition Bank Lenders and the Equity Committee. "We are pleased with the progress made to date and the continuation of our plans to emerge successfully from Chapter 11," said CEO and President Chip McClure. Headquartered in Southfield, Michigan, Federal-Mogul Corporation -- http://www.federal-mogul.com/-- is one of the world's largest automotive parts companies with worldwide revenue of some $6 billion. The Company filed for chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from its creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. FEDERAL-MOGUL: In Talks To Settle Pneumo Abex Issues ---------------------------------------------------- The Plan Proponents in Federal-Mogul Corporation's chapter 11 proceedings disclose in their Third Amended Disclosure Statement a potential compromise with Cooper Industries, Inc., Cooper Industries, Ltd., Pneumo Abex Corporation and certain other entities, pursuant to which the Pneumo Abex Parties will receive the benefits of an injunction pursuant to Sections 524(g) and 105 of the Bankruptcy Code. In 1994, Wagner Electric Corporation, a subsidiary of Cooper, purchased certain assets and assumed certain liabilities of Pneumo Abex's friction products division. Cooper guaranteed Wagner's performance under the purchase agreement. After the sale, Wagner merged with Moog Automotive Products, Inc., another Cooper subsidiary, with Moog as the surviving entity. Federal-Mogul purchased Moog from Cooper in 1998 and named it Federal-Mogul Products, Inc. As part of the sale, Federal-Mogul assumed certain pending litigation, including asbestos personal injury cases that had been filed against Wagner, as well as asbestos personal injury cases against Pneumo Abex for which Wagner had agreed to indemnify Pneumo Abex. Cooper contends that Federal-Mogul assumed all liabilities relating to Cooper's guaranty under the Pneumo Abex transaction. Federal-Mogul also purportedly agreed to indemnify Cooper for claims arising out of the assumed liabilities. The Debtors dispute Cooper's contentions. The Plan Proponents and the Pneumo Abex Parties continue to negotiate the terms of a definitive agreement, which they intend to incorporate into the Plan by October 3, 2004. Court approval of the Pneumo Abex Transaction is not a condition to confirmation of the Plan or the occurrence of the Effective Date. The Agreement will provide for: (a) the creation of a Pneumo Abex Subfund and assumption by the Pneumo Abex Subfund of the obligation to resolve and pay the Pneumo Abex Asbestos Claims; (b) the funding by the Pneumo Abex Parties of the Pneumo Abex Subfund, through a combination of insurance rights and proceeds, cash, stock, guarantees and other forms of financial assurances, in a significant agreed amount calculated to be sufficient to pay in full all Pneumo Abex Asbestos Claims; (c) the establishment of trust distribution procedures similar to those employed in connection with the FM Products (Wagner) Claims to resolve and pay the Pneumo Abex Asbestos Claims; (d) the release and resolution of all claims by the Pneumo Abex Parties against the Debtors for indemnity and guaranty related to the Pneumo Abex Asbestos Claims; (e) the release of all indemnity obligations of the Pneumo Abex Parties to Pneumo Abex; (f) the extension of the Third Party Injunction to cover Pneumo Abex Parties; (g) the pursuit of an appropriate stay pursuant to Section 105, temporarily enjoining the commencement or continuation of litigation or any other action against the Pneumo Abex Parties related to the Pneumo Abex Asbestos Claims from the date a signed term sheet is reached with the Plan Proponents through the date the Third Party Injunction is effective; and (h) a requirement to incorporate the agreement into the Plan and its related documents, including modification of the Third Party Injunction to implement the settlement. The Plan Proponents provide a copy of a Draft Pneumo Abex Transaction Proposal in the Disclosure Statement, which includes these elements: (a) The Pneumo Abex Parties will make a Qualified Settlement Fund payment, consisting of a combination of insurance rights and proceeds, cash, stock, guarantees and other forms of financial assurances, to the Pneumo Abex Subfund, in a significant agreed amount calculated to be sufficient to resolve and pay in full all Pneumo Abex Asbestos Claims; (b) The Pneumo Abex Parties will transfer to Pneumo Abex certain rights that they have in and to certain insurance. The insurance has a $1.1 billion face value. Certain of the Pneumo Abex Parties may, after consolidation of the insurance in Pneumo Abex and the transfer of operating assets out of Pneumo Abex, cause the transfer of all the outstanding ownership interests in Pneumo Abex or any successor by merger to the Pneumo Abex Subfund. The Pneumo Abex Subfund may enter into litigation control, reimbursement or similar agreements related to the insurance with some or all of the Pneumo Abex Parties to reimburse them for some or all of the Qualified Settlement Fund payments; (c) On the Effective Date and pursuant to the Plan, the Pneumo Abex Subfund will assume responsibility for the resolution and payment of all Pneumo Abex Asbestos Claims in accordance with the Plan and the Asbestos Personal Injury Trust Distribution Procedures, as revised to incorporate the settlement that is reached; (d) Immediately upon execution of a signed term sheet and approval by each Plan Proponent, the Debtors, the Future Claimants Representative, the Asbestos Claimants Committee and the Pneumo Abex Parties will jointly request the Bankruptcy Court or the U.S. District Court for the District of Delaware to issue an appropriate stay pursuant to Section 105, temporarily enjoining the commencement or continuation of litigation or any other action against the Pneumo Abex Parties related to the Pneumo Abex Asbestos Claims through the date that the Third Party Injunction in favor of the Pneumo Abex Parties is effective; (e) Subject to the approval of each Plan Proponent, the definitive settlement documents will permanently settle and resolve any and all current and potential claims against the Pneumo Abex Parties relating to, associated with, arising from or on account of any Pneumo Abex Asbestos Claim; (f) The Pneumo Abex Parties will become Protected Parties under the Third Party Injunction, which will permanently enjoin any and all past, present and future holders of Pneumo Abex Asbestos Claims or their representatives from pursuing remedy relating to, associated with, arising from or an amount of any and all claims against or from the Pneumo Abex Parties; (g) If approved by each Plan Proponent, at the closing of the proposed settlement, the Pneumo Abex Parties, the Asbestos Claimants Committee, the Unsecured Creditors Committee, the FMP Fund and its trustees, the Pneumo Abex Subfund and its trustees, the Future Claimants Representative, and the Debtors will each execute and exchange releases implementing the settlement; (h) Pneumo Abex and the Pneumo Abex Subfund will jointly and severally defend, indemnify and hold harmless the Pneumo Abex Parties, and Reorganized Federal-Mogul and its affiliates from any and all claims, including without limitation, attorney's fees, associated with, arising from, on account of or relating to any Pneumo Abex Asbestos Claim; (i) The Plan and its incorporated Third Party Injunction will be modified to incorporate and implement the terms of the settlement; and (j) The Asbestos Personal Injury Trust Distribution Procedures will be amended to create a matrix and claims resolution process for Pneumo Abex Asbestos Claims similar to the matrix and claims resolution process applicable to the FMP (Wagner) Claims described in the Asbestos Personal Injury Trust Distribution Procedures. The Pneumo Abex Asbestos Claims will become "TDP Valued Claims" under the Asbestos Personal Injury Trust Distribution Procedures, and claimants will be able to submit their claims for resolution via an administrative process and will not be required to liquidate the claims in the tort system. The claims criteria and values for the Pneumo Abex Asbestos Claims will be similar to the claims criteria and values set forth in the Asbestos Personal Injury Trust Distribution Procedures relative to the FMP (Wagner) Claims. Headquartered in Southfield, Michigan, Federal-Mogul Corporation -- <http://www.federal-mogul.com/>http://www.federal-mogul.com/-- is one of the world's largest automotive parts companies with worldwide revenue of some $6 billion. The Company filed for chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01- 10582). Lawrence J. Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from its creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000) FOSTER WHEELER: Launches Proposed Equity for Debt Exchange Offer ---------------------------------------------------------------- Foster Wheeler Ltd. (OTCBB: FWLRF) announced that its proposed equity for debt exchange offer has been launched. Foster Wheeler is in the process of distributing the offering materials to security holders. The offer will expire on July 12, 2004, unless extended. A copy of the prospectus relating to these securities and other related documents may be obtained from the information agent. The information agent for this exchange offer and consent solicitation is Georgeson Shareholder Communications Inc., 17 State Street, 10th Floor, New York, New York 10014. Georgeson's telephone number for bankers and brokers is 212-440-9800 and for all other security holders is 800-891-3214. Individuals holding their securities through brokers are urged to contact their brokers to receive a copy of the prospectus and to tender their securities. The dealer manager for the exchange offer and consent solicitation is Rothschild Inc., 1251 Avenue of the Americas, 51st floor, New York, New York 10020. Contact Rothschild at 212-403-3784 with any questions on the exchange offer. Investors and security holders are urged to read the following documents filed with the SEC, as amended from time to time, relating to the proposed exchange offer because they contain important information: (1) the registration statement on Form S-4 (File No. 333-107054) and (2) the Schedule TO (File No. 005- 79124). These and any other documents relating to the proposed exchange offer, when they are filed with the SEC, may be obtained free at the SEC's Web site at www.sec.gov, or from the information agent as noted above. The foregoing reference to the proposed registered exchange offer and any other related transactions shall not constitute an offer to buy or exchange securities or constitute the solicitation of an offer to sell or exchange any securities in Foster Wheeler Ltd. or any of its subsidiaries. About Foster Wheeler Foster Wheeler Ltd. -- whose December 26, 2003 balance sheet shows a total shareholders' deficit of $872,440,000 -- is a global company offering, through its subsidiaries, a broad range of design, engineering, construction, manufacturing, project development and management, research and plant operation services. Foster Wheeler serves the refining, oil and gas, petrochemical, chemicals, power, pharmaceuticals, biotechnology and healthcare industries. The corporation is based in Hamilton, Bermuda, and its operational headquarters are in Clinton, New Jersey, USA. For more information about Foster Wheeler, visit http://www.fwc.com/ GEO SPECIALTY: Wants to Employ Crowe Chizek as Auditors ------------------------------------------------------- GEO Specialty Chemicals, Inc., and its debtor-affiliates, ask the U.S. Bankruptcy Court for the District of New Jersey for permission to hire Crowe Chizek and Company LLC, as their auditor. The Debtors selected Crowe Chizek to act as their auditor because of the firm's reputation as a leading independent accounting and consulting firm that provides advisory services to a multitude of institutional clients. The Debtors believe that Crowe Chizek has the necessary resources and is well qualified to provide the audit and advisory services that will be required in these Chapter 11 cases. In addition, the firm has extensive familiarity with the Debtors' businesses, financial affairs and capital structure as a result of its prepetition services. Crowe Chizek will: a. review of the consolidated financial statements of Debtors as of and for the quarters ended March 31st, June 30th, September 30th of 2004;; b. audit of the consolidated financial statements of Debtors as of and for the year ended December 31, 2003; c. audit and report on the financial statements of the Plan; d. provide testimony in court on behalf of the Debtors, if necessary; and e. other necessary advice and services as the Debtors may require in connection with their cases. The hourly rates of the professionals that provided and will provide services to the Debtors range from $45 to $275 and are broken down as: Designation Billing Rate ----------- ------------ Administrative Assistants $45 per hour Staff Accountants $85 per hour Senior Staff Accountants $135 per hour Managers $175 per hour Senior Managers $225 per hour Partners $275 per hour Headquartered in Harrison, New Jersey, GEO Specialty Chemicals, Inc. -- http://www.geosc.com/-- develops, manufactures and markets a wide variety of specialty chemicals, including over 300 products sold to major industrial customers for various end-use applications including water treatment, wire and cable, industrial rubber, oil and gas production, coatings, construction, and electronics. The Company filed for chapter 11 protection on March 18, 2004 (Bankr. N.J. Case No. 04-19148). Alan Lepene, Esq., and Robert Folland, Esq., at Thompson Hine, LLP, and Howard S. Greenberg, Esq., Morris S. Bauer, Esq., and Stephen Ravin, Esq., at Ravin Greenberg, PC represent the Debtors in their restructuring efforts. On September 30, 2003, the Debtors listed total assets of $264,142,000 and total debts of $215,447,000 GLOBALSTAR CAPITAL: Plan Confirmation Hearing is Tomorrow --------------------------------------------------------- On May 5, 2004, the U.S. Bankruptcy Court for the District of Delaware approved the Disclosure Statement filed by Globalstar Capital Corporation, Globalstar LLC, Globalstar Services Company and Globalstar LP and its debtor-affiliates. The Court will convene a hearing tomorrow, June 17, 2004, at 3:00 p.m., to consider whether the Plan should be confirmed. The Honorable Peter J. Walsh at the Bankruptcy Court will review whether the Plan complies with the 13 confirmation standards set forth in 11 U.S.C. Sec. 1129. To confirm the Plan, Judge Walsh must find that: (1) the Plan complies with the Bankruptcy Code; (2) the Debtors have complied with the Bankruptcy Code; (3) the Plan was proposed in good faith; (4) all plan-related cost and expense payments are reasonable; (5) the Plan identifies the individuals who will serve as officers and directors post-emergence; (6) all regulatory approvals that are necessary have been obtained or are respected; (7) creditors receive more under the plan than they would in a chapter 7 liquidation; (8) all impaired creditors have voted to accept the Plan, or, if they voted to reject, then the plan complies with the absolute priority rule; (9) the Plan provides for full payment of Priority Claims; (10) at least one non-insider impaired class voted to accept the Plan; (11) the Plan is feasible and confirmation is unlikely to be followed by a liquidation or need for further financial reorganization; (12) all amounts owed to the Clerk and the U.S. Trustee will be paid; and (13) the Plan provides for the continuation of all retiree benefits in compliance with 11 U.S.C. Sec. 1114. Copies of the Plan and Disclosure Statement can be viewed at the office of the Clerk of Court or by contacting: Robert L. Berger & Associates LLC Globalstar, LP PMB 1014 10351 Santa Monica Boulevard, Suite 101A Los Angeles, California 90025 Under the Plan, as previously reported in the Troubled Company Reporter, Thermo Capital Partners will acquire a majority interest in a reorganized Globalstar. Thermo will own 81.25% of a new company that will take control of Globalstar's assets and operations, in exchange for a cash investment of up to $43 million. The remaining 18.75% of the equity interests in the new company will be distributed to Globalstar's creditors. Additionally, Globalstar's creditors will have the right to purchase additional equity interests in the new company for an aggregate ownership interest of up to 33.87%. Globalstar, L.P. operates a worldwide low-earth orbit satellite- based digital telecommunications system and provides a satellite communications and communication-related service. The company filed for chapter 11 protection (Bankr. Del. Case No. 02-10504) on February 15, 2002. Paul Leake, Esq., and John J. Rapisardi, Esq., at Jones, Day, Reavis & Pogue and Brendan Linehan Shannon, Esq., at Young Conaway Stargatt & Taylor LLP, represent Globalstar in its restructuring. GROUPE BOCENOR: Files Notice of Intention Under BIA in Canada ------------------------------------------------------------- Groupe Bocenor Inc. announced that it has filed a notice of intention to make a proposal pursuant to the Bankruptcy and Insolvency Act. The Corporation will present, as soon as possible, a proposal setting out the terms of the restructuring of its debts and other obligations to its creditors. The Corporation has been advised that the banking syndicate will continue negotiations for the refinancing of its indebtedness. The Corporation's two principal shareholders, 3264289 Canada Inc., controlled by the Wood Family, and the Fonds de solidarit, des travailleurs du Qu,bec, have extended guarantees or letters of credit to support the Corporation's short term indebtedness through this process. Meanwhile, the Corporation intends to continue its operations and satisfy its customers' orders. Suppliers of the Corporation for goods and services provided after the filing of the notice of intention will be paid in the normal course of business. GROUPE BOCENOR is a manufacturer and distributor of a complete line of windows and doors. The company sells its products in Quebec, the Maritimes, Ontario and U.S.A, under the Bonneville Windows and Doors and Polar Windows and Doors trade marks. The Multiver division manufactures sealed units and commercial glass. GRUPO IUSACELL: Continues to Work on Syndicated Loan Restructuring ------------------------------------------------------------------ Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) informed on June 11 that, in line with its disclosure in its annual reports for fiscal year 2002 filed in June 2003 with the Mexican Stock Exchange and the New York Stock Exchange (20-F), and in accordance with the terms of the US$266 million Amended and Restated Syndicated Credit Agreement (Syndicated Loan) dated March 29, 2001 entered into by its principal subsidiary, Grupo Iusacell Celular, S.A. de C.V., the maturity date for the total principal amount under this credit was to be accelerated to March 31, 2004 in the event that Grupo Iusacell Celular was unable to refinance by such date its US$150 million 10% senior notes due 2004. Grupo Iusacell Celular has not reached any agreement with the holders of its senior notes. Nonetheless, the company continues to work on the process of restructuring its indebtedness. About Iusacell Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) is a wireless cellular and PCS service provider in seven of Mexico's nine regions, including Mexico City, Guadalajara, Monterrey, Tijuana, Acapulco, Puebla, Leon and Merida. The Company's service regions encompass a total of approximately 92 million POPs, representing approximately 90% of the country's total population. HAWAIIAN HOLDING: Ranch Capital Led Investor Group Buys 10M Shares ------------------------------------------------------------------ Ranch Capital, LLC announced that an investor group it controls has purchased 10 million shares of Hawaiian Holdings, Inc. (AMEX:HA) in a privately negotiated transaction from its controlling shareholder, AIP, LLC. Hawaiian Holdings, which is not in bankruptcy, is the parent company of Hawaiian Airlines, Inc., which has been operating under bankruptcy-court protection since March 21, 2003. In May 2003, a trustee was appointed to manage the debtor. Since the filing, Hawaiian Airlines has continued to operate under the protection of the court. "We are excited about our investment in Hawaiian Holdings," said Lawrence Hershfield, founder and chief executive officer of Ranch Capital. "Because of the significantly improved performance of Hawaiian Airlines, we believe that its stock, which is 100-percent owned directly and indirectly by Hawaiian Holdings, has significant value." Ranch Capital completed the purchase of Hawaiian Holdings Inc. through a newly formed entity called RC Aviation, LLC, where Lawrence Hershfield controls as its managing member. RC Aviation LLC was advised by Imperial Capital, LLC in this transaction. As part of the share-purchase transaction, John W. Adams will resign his position as chairman and chief executive officer of Hawaiian Holdings Inc., and Edward Z. Safady, and Thomas J. Trzanowski will resign as directors of Hawaiian Holdings Inc. RC Aviation nominees including Lawrence Hershfield and Randall Jenson will replace them as directors, as soon as legal or regulatory requirements are met. Ranch Capital intends to immediately assume the control, direction and formulation of the Hawaiian Holdings and its proposed plan of reorganization for Hawaiian Airlines. "We expect to meet with the trustee and the various parties interested in the proceedings as soon as possible and look forward to a rapid and successful conclusion to the proceedings for all of the parties involved," said Hershfield. About Ranch Capital Ranch Capital, LLC was formed in October, 2002 by Lawrence Hershfield and Randall Jenson to invest in distressed, bankrupt and other special situations. Since its formation, Ranch Capital has been involved as an investor in a number of bankruptcies including Oakwood Homes and Seitel, Inc. About Hawaiian Holdings Hawaiian Holdings is a Delaware corporation that has been public since August 2002, when Hawaiian Airlines, which had been publicly held, became its wholly owned subsidiary in an internal corporate reorganization. Hawaiian Airlines filed for chapter 11 bankruptcy protection on March 21, 2003. HOLLINGER INT'L: Declares Quarterly Dividend Payable on July 15 ---------------------------------------------------------------- Hollinger International Inc. (NYSE: HLR) stated that its Board of Directors declared a quarterly dividend of $0.05 per share on the issued and outstanding common stock of the Company to be payable July 15, 2004, to stockholders of record on July 1, 2004. Hollinger International Inc. is a global newspaper publisher with English-language newspapers in the United States, Great Britain, and Israel. Its assets include The Daily Telegraph, The Sunday Telegraph and The Spectator magazine in Great Britain, the Chicago Sun-Times and a large number of community newspapers in the Chicago area, The Jerusalem Post and The International Jerusalem Post in Israel, a portfolio of new media investments and a variety of other assets. * * * As reported in the Troubled Company Reporter's March 17, 2004 edition, Hollinger International Inc. (NYSE: HLR) announced that primarily as a result of the ongoing investigation being conducted by the Special Committee of the Company's Board of Directors, as well as the disruption of management services provided to the Company arising from its ongoing dispute with Ravelston Corporation Limited, the Company is not able to complete its financial reporting process and its audited financial statements for inclusion in the Annual Report on Form 10-K for fiscal year 2003 by the filing deadline. The Company intends to complete its financial reporting process as soon as practicable after the completion of the investigation by the Special Committee, and then promptly file the 10-K. The company's September 30, 2003, balance sheet shows a working capital deficit of about $293 million. HORIZON NATURAL: WL Ross Group Raises Bid to $277,350,000 --------------------------------------------------------- The WL Ross led group of holders of a majority of Horizon Natural Resources' second lien notes has raised their bid for the company to $277,350,000 from $240,000,000. As a result, Deutsche Bank, the unsecured creditors committee and other creditors have withdrawn their earlier objections and supported the designation of the Ross Group as the preferred bidder. The Ross Group has been designated by the U.S. Bankruptcy Court and therefore would be entitled to a breakup fee of $7.2 million if another bidder prevails at the auction scheduled for August 17. Wilbur Ross, Chairman of WL Ross & Co LLC, the New York based private equity firm, said, "We are delighted that Judge Howard has designated us as the preferred bidder and that the auction is on an appropriately fast track. We look forward to completing the acquisition promptly and restoring these coal mining properties to normal operations." About Horizon Natural Resources Company Horizon Natural Resources Company conducts mining operations in four states at 20 locations in Kentucky, West Virginia, Illinois and Indiana. WL Ross has substantial commitments in Central and Northern Appalachian coal through its current investments in Anker Coal and CoalQuest, both located in West Virginia. In recent years, other WL Ross investment groups have acquired major bankrupt companies including Bethlehem Steel, Burlington Industries and Cone Mills. IBASIS INC: Expects to Close Debt Refinancing On Friday ------------------------------------------------------- iBasis, Inc. (OTCBB: IBAS), the leader in Internet-based voice communications, announced that it expects to close its previously announced debt refinancing on Friday, June 18, 2004. The Company has extended to Thursday, June 17 its offer to exchange $38,180,000 principal amount of its existing 5 3/4% Convertible Subordinated Notes due in March 2005 for the same principal amount of new 6 3/4% Convertible Subordinated Notes due in 2009. Based on information available as of 4:00 P.M. EDT Monday, the Company expects that at least 90% of the holders will tender their notes. "We are pleased with the positive response to the Exchange Offer. We look forward to completing the debt refinancing and managing the Company with a stronger balance sheet," said Ofer Gneezy, President & CEO of iBasis. Peter Aquino, Senior Managing Director, Capital & Technology Advisors, and financial advisor to the informal committee of holders of the 5 3/4% Convertible Subordinated Notes said, "the committee is enthusiastic about the iBasis business and is looking forward to closing the debt refinancing." Holders who have validly tendered their notes do not need to take further action. Other holders who want to tender must do so no later than midnight, EDT on June 17, 2004. Except for the extension of the expiration date all other terms, conditions and provisions of the Exchange Offer remain the same. This announcement is neither an offer to sell any securities nor a solicitation of an offer to buy securities. Imperial Capital, LLC is serving as the dealer manager for the Exchange Offer. The Bank of New York is serving as exchange agent. A prospectus supplement, prospectus, letter of transmittal and other materials related to the Exchange Offer will be available free of charge from the information agent, D.F. King & Co., Inc, 48 Wall Street, 22nd Floor, New York, NY 10005 (800-859-8508). After the Company files the prospectus supplement with the Securities and Exchange Commission, the prospectus supplement, prospectus, the letter of transmittal and other materials related to the Exchange Offer, may also be obtained free of charge at the Securities and Exchange Commission's website http://www.sec.gov/ About iBasis Founded in 1996, iBasis (OTCBB: IBAS) is a leading carrier of wholesale international telecommunications services and a provider of retail international prepaid calling cards sold through major distributors. iBasis customers include many of the largest carriers in the world, including AT&T, Cable & Wireless, China Mobile, China Unicom, MCI, Sprint, Telefonica, Telenor, and Telstra. iBasis has carried more than nine billion minutes of international voice traffic over its global Cisco Powered Network(TM), and is one of the ten largest carriers of international voice traffic in the world(1). For two consecutive years service providers have named the company as the best international wholesale carrier in Atlantic-ACM's annual International Wholesale Carrier Report Card(2). iBasis was ranked the #1 fastest-growing technology company in New England in the 2002 and 2003 Technology Fast 50 programs sponsored by Deloitte & Touche. The Company can be reached at its worldwide headquarters in Burlington, Massachusetts, USA at 781-505-7500 or on the Internet at http://www.ibasis.com/ At March 31, 2004, iBasis' balance sheet shows a stockholders' deficit of $51,381,000 compared to a deficit of $42,108,000 at December 31, 2003. JILLIAN'S ENTERTAINMENT: Has Until June 25 to File Schedules ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, gave Jillian's Entertainment Holdings, Inc. and its debtor-affiliates more time to file their schedules of assets and liabilities, statements of financial affairs and lists of executory contracts and unexpired leases required under 11 U.S.C. Sec. 521(1). The Debtors have until June 25, 2004, to file their Schedules of Assets and Liabilities and Statement of Financial Affairs. Headquartered in Louisville, Kentucky, Jillian's Entertainment Holdings, Inc. -- http://www.jillians.com/-- operates more than 40 restaurant and entertainment complexes in about 20 US states. The Company filed for chapter 11 protection on May 23, 2004 (Bankr. W.D. Ky. Case No. 04-33192). Edward M. King, Esq., at Frost Brown Todd LLC, represents the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed estimated assets of more than $100 million and estimated debts of over $50 million. KIEL BROS: Files for Chapter 11 Protection in S.D. Indiana ---------------------------------------------------------- Kiel Bros. Oil Co., Inc. said that it has filed voluntary petitions for protection under chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court in the Southern District of Indiana. During the chapter 11 process, Kiel and its Tobacco Road convenience stores and wholesale fuel supply business will continue to operate normally. The Company also announced that Gregory Pence resigned as president of the Company and that David Roll, formerly the Company's chief financial officer, has been appointed president, effective immediately. Additionally, a previously announced definitive asset purchase agreement whereby Bulk Petroleum Corporation was to acquire substantially all of Kiel's convenience store locations and its wholesale fuel supply business has been terminated. The transaction could not be completed because Bulk Petroleum's financing was not in place. Roll said the vast majority of Kiel's 210 stores and 90 wholesale- fuel dealer locations in three states will remain open for business as usual, and all of the company's more than 1,350 employees should report to work as normal. He said employees' paychecks and benefits are protected, and management does not envision layoffs as a result of Tuesday's action. Roll said Kiel elected to seek court protection to give it time to examine all ways in which to maximize value in the company. He added that the investment banking and asset-sale advisory firm of MarketplaceAdvisors has been retained to serve in a chief restructuring officer role and to assist the Company in exploring all strategic alternatives, including a sale of substantially all of the Company's assets. At this point, it is too early to predict the value and recovery for all of Kiel's shareholders and creditors. Roll said the deteriorating dynamics in the convenience store industry that have depressed gross profit margins on key product categories such as gasoline and tobacco products and the termination of the previously announced sale are direct contributing factors to this action. As part of its chapter 11 filing, Kiel has filed a motion seeking court approval to obtain a Debtor-in-Possession (DIP) credit facility of up to $23.8 million with National City Bank. Pending a further hearing, Kiel is seeking immediate authorization to use the DIP facility. The DIP financing will be used for employee salaries and benefits, ongoing operations, and other working capital needs. "We believe our DIP financing will provide us with ample funds to cover the company's financial needs throughout the bankruptcy process," said Roll. "Effective Tuesday, Kiel begins new relationships with its vendors and other business partners. Our suppliers should continue to deliver as usual. They should rest assured they will be paid promptly on agreed-to terms for goods and services rendered from this point forward." A family-owned business founded in 1941, Kiel Bros. operates its stores primarily under the Tobacco Road name. Through branded- supply agreements, a majority of the stores sell the gasoline brands of BP or Marathon; other stores sell unbranded gas. Its largest concentrations of stores are in the Columbus, Evansville and Indianapolis areas of Indiana; and the Lexington and Louisville areas of Kentucky. KMART: Wants to Recover Preferential Payments from Trade Vendors ---------------------------------------------------------------- The Kmart Corporation Debtors seek to recover preferential transfers made to various newspaper vendors, foreign vendors, produce vendors and other trade creditors, including: Creditor Amount -------- ------ Arbor Toys Company Limited $6,324 Atico Overseas Limited 80,758 Atraco Industrial Enterprises 87,395 Axxonn Enterprises Limited 515,491 Benico Industrial Co., Ltd. 44,284 Bo Fung Industries 536,591 Cheshire Silver II, Inc. 20,424 China Best Garments Co., Ltd. 72,230 China Ninggo Cixi I/E Corp. 10,798 Chosun International 129,903 Dan Dee International, Ltd. 2,031,790 Starlight Knitwear, Ltd. 416,930 Stuffins Toys and Novelties Limited 48,356 The Asian Source Enterprise, LLC 798,473 Tony Development and Manufacturing, Ltd. 247,109 Wongchang Honduras Industries, SA 781,110 Big Bear and the Grizzly, Inc. 9,083 Chicago Sun Times, Inc. 716,754 Eastern Colorado Publishing Company 26,074 Gazette Communications, Inc. 120,349 King Media Enterprises, Inc. 4,871 Kingsport Publishing Corporation 57,702 LaFourche Gazette, Inc. 12,218 Lakeland Newspapers 5,760 Las Vegas Review Journal 695,991 The Oklahoma Publishing Co. 541,003 Cal Maine Foods, Inc. 40,000 Creme O'Weber Dairy, LLC 62,273 Crystal Farms, Inc. 40,000 Dairy Fresh Farms, Inc. 100,000 Foster Farms Dairy 240,000 F&L Ross Swiss Enterprises, LLC 500,000 John R. Jilbert & Co. 16,267 Modern Foods, Inc. 32,330 Parmalat USA Corp. 500,000 Prairie Farms Dairy, Inc. 800,000 (Kmart Bankruptcy News, Issue No. 75; Bankruptcy Creditors' Service, Inc., 215/945-7000) LANTIS EYEWEAR: U.S. Trustee Names 7-Member Creditors' Committee ---------------------------------------------------------------- The United States Trustee for Region 2 appointed seven creditors to serve on an Official Committee of Unsecured Creditors in Lantis Eyewear Corporation's Chapter 11 case: 1. Transwell Trading Limited c/o Kingmart Trading Co., Ltd 11F-1 No. 202 Sec 2 Yen Ping North Road Taipei 103 Taiwan Roc Taiwan Attn: William Lee Tel. No. 886-2-25533168 Fax. No. 882-2-25533166 2. Prohero Trading Co. 14F No. 30 Chung Cheng South Road Yung Kang City R.O.C. Taman Hsien Taiwan Attn: Tony Chuang Tel. No. 886-6-2812000 Fax. No. 886-6-2818000 3. Pacific Optical Co., Ltd Room 803A, 8/F West Coast International Building 290-296 Un Chan Street Hong Kong Attn: Edward Wang, President Tel. No. 86-57786522616 Fax. No. 86-57786522626 4. A&H Mfg.Co. P.O. Box 19720 Johnston, Rhode Island 02919 Attn: Laurie Izzo Tel. No. (401) 943-5040, ext. 299 Fax. No. (401) 942-1160 5. Ultimate Display International 100 Spence Street Bay Shore, New York 11706 Attn: Bonnie Valinotti Tel. No. (631) 952-0300 Fax. No. (631) 952-5001 6. Day Sun Industrial Corp. No. 12 Lane 110, Sec 04 Hsi-Men Road Taman Taiwan ROC Attn: Wang Ching-Hsiang Tel. No. 886062517750 Fax No. 886062813325 7. Ialin Optical Mfg. Co. 6F NO 201, Sec 2 Tiding Ave. Neihu Taiwan ROC Attn: Johnny Young Tel. No. 886226573899 Fax. No. 886226592870 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtors is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Headquartered in New York, New York, Lantis Eyewear Corporation -- http://lantiseyewear.com/-- is a leading designer, marketer and distributor of sunglasses, optical frames and related eyewear accessories throughout the United States. The Company filed for chapter 11 protection on May 25, 2004 (Bankr. S.D.N.Y. Case No. 04-13589). Jeffrey M. Sponder, Esq., at Riker, Danzig, Scherer, Hyland & Perretti, LLP represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $39,052,000 in total assets and $132,072,000 in total debts. LEGACY HOTELS: Resumes Quarterly Distribution of $0.08 Per Unit --------------------------------------------------------------- Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) announced the resumption of its quarterly distribution. Legacy will pay a second quarter distribution of $0.08 per unit to unitholders of record as of June 30, 2004. Payment will be made on or about July 20, 2004. "Following a challenging operating environment in the past year, our portfolio is benefiting from the recovery in travel demand. The portfolio's performance is meeting our expectations. As a result, we are pleased to resume distributions to our unitholders," said Neil J. Labatte, Legacy's President and Chief Executive Officer. "This level of distribution provides for Legacy to distribute less than its annual earnings. The balance of Legacy's earnings will be used to reduce debt." Continued Mr. Labatte, "The underlying value of our real estate remains sound and there is solid long-term growth prospects for the lodging industry. Our portfolio is ideally positioned to benefit from improving industry fundamentals." Legacy will release its second quarter results on July 20, 2004. At that time, Legacy will provide additional information on recent trends and its outlook for the balance of 2004. About Legacy Hotels Real Estate Investment Trust Legacy is Canada's premier hotel real estate investment trust with 24 luxury and first-class hotels and resorts with over 10,000 guestrooms located in Canada and the United States. The portfolio includes landmark properties such as Fairmont Le Chfteau Frontenac, The Fairmont Royal York, The Fairmont Empress and The Fairmont Olympic Hotel, Seattle. The company's December 31, 2003, balance sheet discloses a working capital deficit of about CDN$72.3 million. LOGAN PLACE PROPERTIES: Case Summary & 19 Unsecured Creditors ------------------------------------------------------------- Debtor: Logan Place Properties, LTD 7934 Westview Houston, Texas 77055 Bankruptcy Case No.: 04-37871 Type of Business: The Debtor provides engineering and support Services. Chapter 11 Petition Date: June 1, 2004 Court: Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Calvin C. Braun, Esq. 8100 Washington Avenue, Suite 120 Houston, TX 77007 Tel: 713-880-3366 Fax: 713-880-3225 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 19 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Logan Properties, Ltd. Note Payable and $500,000 John Littlefield Collateral Transfer P. O. Box 127 of Notes Humble, TX 77347 Mark A. Pape & Brian D. Pape Capital Improvement $160,000 Loan Beal Insurance Agency, Inc. Insurance Premium $76,691 Walker County Appraisal Property taxes $51,168 District Rasa Floors Misc. goods and $6,580 services Hughes Supply Misc. goods and $2,501 services Colburn's Wholesale Misc. goods and $2,098 Distributors services Texas Dept. of Community Misc. Business Debt $1,650 Affairs G.E. Capital Contract/Lease $795 Rainbow International Misc. goods and $438 services Viking Office Products Misc. goods and $320 services National Water & Power Utility Service $177 Access 24 Answering Service $170 Great American Business Misc. Business Debt $140 Sierra Springs Misc. goods and $49 services Blue Moon Software, Inc. 42035 $27 Jose Garcia Misc. goods and $0 services City of Huntsville Utility $0 Century Maintenance Maintenance Services $0 LUCENT TECHNOLOGIES: Tata Teleservices Awards $30 Million Contract ------------------------------------------------------------------ Lucent Technologies (NYSE: LU) announced it has been awarded a contract worth nearly $30 million to support the CDMA network expansion of Tata Teleservices in the state of Andhra Pradesh. Lucent will provide equipment, software and services to increase the coverage and capacity of Tata's network in this market. Under the agreement, Lucent will supply Tata Teleservices with Lucent Flexent(TM) base stations that support 3G CDMA2000 1X service as well as upgrades for its mobile switching centers. The deployment will increase voice capacity on the network and enable Tata Teleservices to deliver a variety of value-added mobile high- speed data services such as video streaming and high-speed Internet access to more customers. "This contract highlights Lucent's leadership in the CDMA market in India and underscores its strong relationship with Tata Teleservices", said Cindy Christy, president of Lucent's Mobility Solutions Group. "We appreciate the opportunity to support Tata Teleservices' CDMA network expansion and are pleased to be able to help them deliver compelling new 3G services to their business and consumer customers." This contract builds on Lucent's existing relationship with Tata Teleservices. Lucent has been working with Tata Teleservices on the development of its CDMA network since 1997. "At Tata Teleservices, we are rapidly expanding across circles and increasing our range of value added services. Lucent's leadership in the development and deployment of CDMA spread-spectrum technology, coupled with its strong customer support capabilities in India were key factors in our decision to select Lucent for this project," said Mr. Ajay Madan, chief technology officer, Tata Teleservices. Backed by Bell Labs innovations, Lucent is the global market leader in CDMA technologies. Lucent has deployed more than 90,000 spread-spectrum base stations for mobile operators worldwide, more than 50,000 of which are currently supporting 3G services. About Tata Teleservices Tata Teleservices is India's leading private telecom service provider. The company offers integrated telecom solutions to its customers under the Tata Indicom brand, and uses the latest CDMA 3G1X technology for its wireless network. Currently operating in 8 circles i.e. Andhra Pradesh, Chennai, Gujarat, Karnataka, New Delhi, Maharashtra, Mumbai and Tamil Nadu, the company has a customer base of over 1.7 million. With a planned nationwide footprint across the country, Tata Teleservices has acquired licenses to operate in 12 more circles, which include Bihar, Haryana, Himachal Pradesh, Kerala, Kolkata, Madhya Pradesh, Orissa, Punjab, Rajasthan, Uttar Pradesh (East), Uttar Pradesh (West) and West Bengal. About Lucent Technologies Lucent Technologies designs and delivers the systems, services and software that drive next-generation communications networks. Backed by Bell Labs research and development, Lucent uses its strengths in mobility, optical, software, data and voice networking technologies, as well as services, to create new revenue-generating opportunities for its customers, while enabling them to quickly deploy and better manage their networks. Lucent's customer base includes communications service providers, governments and enterprises worldwide. For more information on Lucent Technologies, which has headquarters in Murray Hill, N.J., USA, visit http://www.lucent.com/ * * * As reported in the Troubled Company Reporter's March 12, 2004 edition, Standard & Poor's Ratings Services raised its corporate credit rating on Murray Hill, New Jersey-based Lucent Technologies Inc. to 'B/Positive/--' from 'B-/Negative/--'. The action follows a Standard & Poor's review of the telecom equipment industry, as well as a review of Lucent's recent and anticipated performance. "Standard & Poor's believes industry revenues have stabilized in recent quarters, after declining steeply from their peak in 1999, while Lucent's cost reduction actions have enabled a return to moderate profitability in the past few quarters," said Standard & Poor's credit analyst Bruce Hyman. The ratings on Lucent reflect its high leverage, a dramatically smaller and more aggressive industry because of a substantial shift in service providers' buying patterns, and ongoing major changes in the industry's technology direction. These factors are only partly offset by Lucent's continued major role in that industry, its sufficient operational liquidity, and an appropriate expense structure for current business conditions after substantial restructurings. LUCENT: Secures Handyphone System Contracts From China Telecom -------------------------------------------------------------- Lucent Technologies (NYSE: LU) announced a series of Personal Handyphone System (PHS) contracts with China Telecom that were awarded under the frame agreement announced in January 2004. The contracts were awarded by five China Telecom subsidiaries -- Fujian, Jiangxi, Jiangsu, Sichuan and Gansu. The frame agreement was one of a series of agreements with China service providers with total values of more than US$350 million. Under the contracts, Lucent will provide 5E-XC(TM) High Capacity Switches, from its Accelerate(TM) VoIP Solutions portfolio, to upgrade Lucent-supplied PHS networks in the five provinces to support future development of PHS services. "The contracts mark another mass deployment in China of the next- generation 5E-XC(TM) switches from our Accelerate(TM) portfolio. We are proud to be selected by China Telecom to meet fast growing customer needs. This reflects our customers' recognition of Lucent's leadership in switching technologies and PHS solutions," said Louis Tong, executive vice president of Lucent Technologies China. Personal handyphone systems are popular in China where there is a need for low-cost, limited mobility wireless phone services. The PHS uses a wireless telephone similar to a cordless phone but more sophisticated, providing wireless voice and data services. Backed by Bell Labs innovation, Lucent's personal handyphone systems and terminals have been widely deployed throughout the country, serving more than six million subscribers in more than 10 provinces, including Fujian, Gansu, Jiangsu, Hubei, Sichuan, Jiangxi, Shandong, and Liaoning. As one of the world's leading infrastructure providers, Lucent offers best-in-class reliability and scalability in its PHS network solutions that are designed to meet service providers' needs for cost-effective, revenue-generating networks. Lucent's solution includes a product portfolio that enables a full array of innovative services including short message service, hi-mode browser phone, prepaid services, simultaneous ringing, location- based services and Centrex service. The 5E-XC(TM)switch is Lucent's next-generation high-capacity switch and provides significantly improved features and capabilities that enable service providers to evolve their existing 5ESS(R) circuit switched networks to Internet protocol (IP) networks. About Lucent Technologies Lucent Technologies designs and delivers the systems, services and software that drive next-generation communications networks. Backed by Bell Labs research and development, Lucent uses its strengths in mobility, optical, software, data and voice networking technologies, as well as services, to create new revenue-generating opportunities for its customers, while enabling them to quickly deploy and better manage their networks. Lucent's customer base includes communications service providers, governments and enterprises worldwide. For more information on Lucent Technologies, which has headquarters in Murray Hill, N.J., USA, visit http://www.lucent.com/ Lucent China has eight regional offices, two Bell Labs branches, five R&D facilities and a number of joint ventures and wholly owned enterprises. Currently, the company has approximately 3,000 employees in China and manufactures a full array of telecommunications network equipment and solutions that serves the Chinese and international markets. For more information on Lucent China, visit its web site at http://www.lucent.com.cn * * * As reported in the Troubled Company Reporter's March 12, 2004 edition, Standard & Poor's Ratings Services raised its corporate credit rating on Murray Hill, New Jersey-based Lucent Technologies Inc. to 'B/Positive/--' from 'B-/Negative/--'. The action follows a Standard & Poor's review of the telecom equipment industry, as well as a review of Lucent's recent and anticipated performance. "Standard & Poor's believes industry revenues have stabilized in recent quarters, after declining steeply from their peak in 1999, while Lucent's cost reduction actions have enabled a return to moderate profitability in the past few quarters," said Standard & Poor's credit analyst Bruce Hyman. The ratings on Lucent reflect its high leverage, a dramatically smaller and more aggressive industry because of a substantial shift in service providers' buying patterns, and ongoing major changes in the industry's technology direction. These factors are only partly offset by Lucent's continued major role in that industry, its sufficient operational liquidity, and an appropriate expense structure for current business conditions after substantial restructurings. MARINER ENERGY: S&P Removes B- Corporate Credit Rating From Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Houston, Texas-based independent oil and natural gas exploration and production company Mariner Energy Inc. to 'B-' from 'CC' and removed the rating from CreditWatch with positive implications. The outlook is now stable. "The rating action follows the federal bankruptcy court's approval of the merger of Mariner's parent, Mariner Energy LLC, with an affiliate of Carlyle/Riverstone Global Energy and Power Fund II and ACON Investments LLC," noted Standard & Poor's credit analyst Andrew Watt. As a result of this merger, Carlyle/Riverstone now has a 67% equity interest in Mariner and ACON has the remaining 33% equity interest. Joint Energy Development Investments Limited Partnership, the indirect wholly owned subsidiary of Enron Corp. that formerly owned 96% of the common stock of Mariner Energy LLC, no longer owns any Mariner interest. "The rating action is based on the positive implications related to Mariner's separation from JEDI and Enron and Standard & Poor's review of Mariner's business and financial profiles," Mr. Watt continued. The rating was originally placed on CreditWatch with positive implications on Jan. 29, 2004 as a result of the announcement that Enron agreed to sell Mariner for $271 million in a leveraged management buyout by the private equity funds Carlyle/Riverstone and ACON. The rating had been based on Enron's indirect ownership interests in and effective control of Mariner. The stable outlook reflects Standard & Poor's expectations that Mariner will continue to diversify its operations by increasing its on-land production in West Texas and further increase its percent of proved developed reserves. The outlook also assumes no future additional liabilities owed to JEDI or Enron. MJ RESEARCH: Committee Hires McDonald Carano as Local Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada gave its stamp of approval to the Official Unsecured Creditors Committee appointed in MJ Research, Incorporated's chapter 11 case, to employ McDonald Carano Wilson LLP as its local and co-counsel. The Committee expects McDonald Carano to: a) provide legal advice to the Committee with respect to its duties and powers in this case; b) consult with the Committee and the Debtor concerning the administration of this case; c) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, operation of the Debtor's business, and the desirability of continuing or selling such business and/or assets, and any other matter relevant to this case or to the formulation of a plan; d) assist the Committee in the evaluation of claims against the estate, including analysis of and possible objections to the validity, priority, amount, subordination, or avoidance of claims and/or transfers of property in consideration of such claims; e) assist the Committee in participating in the formulation of a plan, including the Committee's communications with unsecured creditors concerning the plan and the collecting and filing with the court acceptances or rejections of such a plan; and f) other services deemed necessary in this case. McDonald Carano and the Committee have agreed that the firm will bill the Debtor's estate at its current hourly rates: Designation Billing Rate ----------- ------------ Partners $250 to $350 per hour Associates $180 to $225 per hour Paraprofessionals $90 to $125 per hour Headquartered in Reno, Nevada, MJ Research, Incorporated -- http://www.mjr.com/-- is a leading biotechnology company specializing in the instrument and reagent technology needed for modern biological research. The Company filed for chapter 11 protection on March 29, 2004 (Bankr. D. Nev. Case No. 04-50861). Jennifer A. Smith, Esq., at Lionel Sawyer & Collins represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed both estimated debts and assets of over $10 million. NAT'L CENTURY: Court OKs Protective Orders With Rule 2004 Targets ----------------------------------------------------------------- Robert J. Madden, Esq., at Gibbs & Bruns, in Houston, Texas, relates that discovery requests propounded pursuant to the September 2003 Court Order may call for disclosure of non-public, proprietary or commercial sensitive information of several entities. These entities must be assured that their non-public, confidential, proprietary or commercially sensitive information will not be improperly used, disclosed, shared or distributed. Accordingly, the National Century Financial Enterprises, Inc. Debtors and eight entities and individuals agree that a protective order is necessary to protect the confidentiality of certain documents and other information produced by these entities in response to the Debtors' Rule 2004 Subpoena. With the Court's consent, the Debtors entered into separate protective agreements with: (1) Bank One, as Indenture Trustee, (2) Deloitte & Touche, LLP, (3) Goldman Sachs & Co., (4) Harold W. Pote, (5) JP Morgan Chase Bank, (6) PricewaterhouseCoopers, LLC, (7) Thomas G. Mendell, and (8) The Official Subcommittee of Noteholders of NPF XII, Inc. The parties agree that: (a) The Debtors will use all non-public material solely for the investigation, prosecution or defense of lawsuits by, on behalf of, or against the Debtors' estates; (b) Gibbs & Bruns, the Debtors' special litigation counsel, will neither use any non-public Material as an exhibit in any filing nor file any non-public Material in any litigation on behalf of the NCFE Noteholders unless and until the documents have been reproduced pursuant to discovery commenced in any Noteholder litigation; (c) Each entity or individual may designate as Confidential, at or prior to the time of production, or after the time of production, any Material it produced or disclosed, or any portion of the Material, that constitutes trade secret or other proprietary information or confidential non- public personal information; (d) At any time, each entity or individual may seek additional protection for any Material it produced, or change the classification of any Material by providing written notice to the recipients of the information; and (e) At the Court's discretion, a breach of the provisions of the Agreed Protective Order will be subject to sanctions. Headquartered in Dublin, Ohio, National Century Financial Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader in healthcare finance focused on providing medical accounts receivable financing to middle market healthcare providers. The Company filed for Chapter 11 protection on November 18, 2002 (Bankr. D. Ohio Case No. 02-65235). Paul E. Harner, Esq., Jones, Day, Reavis & Pogue represents the Debtors in their restructuring efforts. (National Century Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000) NEIGHBORCARE INC: Board Opts to Reject Omnicare Offer ----------------------------------------------------- NeighborCare, Inc. (Nasdaq: NCRX) announced that its Board of Directors voted unanimously to recommend that NeighborCare shareholders reject Omnicare's (NYSE: OCR) $30 per share cash tender offer as not in the best interests of NeighborCare, its shareholders, and its other constituencies. The Board found that the Omnicare offer is inadequate from a financial point of view, and does not reflect the expected benefits of NeighborCare's new, post-spin-off business plan and unique business opportunities. The Board also noted that this is the third time it has unanimously rejected essentially similar Omnicare proposals for $30 per share. The Company has filed a Schedule 14D-9 with the Securities and Exchange Commission (SEC) detailing the reasons for its rejection of Omnicare's offer. The full text of the filing will be available on the SEC website at http://www.sec.gov/ John J. Arlotta, NeighborCare's Chairman, President and Chief Executive Officer, said, "Our Board's position remains clear and unanimous -- this is nothing more than a blatantly opportunistic attempt by Omnicare to acquire NeighborCare at an inadequate price before the full impact of our new business plan and market opportunities is reflected in the Company's results of operations and share price. We continue to believe that aggressively executing on our business plan is the best course for NeighborCare. Our efforts are already reducing costs and achieving success with customers." In making its determination, the NeighborCare Board consulted with its legal and financial advisors and senior management of the Company and considered a number of factors, including the following: -- The Board's belief that NeighborCare, which just completed a major strategic realignment in December 2003, is poised to grow and prosper under its new, experienced management team. That team is focused on executing on its comprehensive new business plan, which is in the early stages and is designed to reduce costs and stimulate growth. -- That this new comprehensive plan, launched in connection with the Company's strategic realignment in December 2003, is in its early stages and that the Company is making progress on its plan as costs are being reduced and, importantly, customers are responding favorably to these programs. Some of the key elements of this plan are: * Improving our cost structure through improved formulary management, use of best demonstrated practices, the centralization of certain operations, and several other service and product cost initiatives. * Improving our operating efficiency through the introduction of innovative technology and automation. These efforts are expected to improve NeighborCare's productivity, as well as our customers'. * Providing added value to customers by acting not just as distributors, but as business partners and consultants, helping them better manage their drug costs. * Growing sales organically and increasing customer retention while expanding core business through acquisitions, new sites, and sales force expansion. -- The Board's analysis of NeighborCare's business, financial condition, results of operations, current business strategy, and future prospects, which management and the Board believe have not been fully reflected in the Company's results of operations or share price. -- The Board noted that it had received on June 10, 2004 the oral opinion of Goldman, Sachs & Co., NeighborCare's financial advisor, to the effect that, as of that date, the Offer was inadequate to NeighborCare's shareholders from a financial point of view. -- The Board's belief that Omnicare recognizes the significant long-term value creation potential of NeighborCare's business plan and has opportunistically timed its offer to acquire the Company at an inadequate price before the full impact of these factors can be reflected in the Company's results of operations and share price. -- The Board's belief that the Offer, if consummated, would deprive all NeighborCare shareholders, including those that do not accept the Offer, of the opportunity to realize the full value of their investment in the Company. -- The fact that the Offer is highly conditional, including as to financing and regulatory matters, raising significant uncertainty about the Offer. -- The Board's and management's commitment to protecting the best interests of the Company and its constituents, including shareholders, employees, customers, suppliers, and the communities in which the Company does business. About NeighborCare, Inc. NeighborCare, Inc. (Nasdaq: NCRX) is one of the nation's leading institutional pharmacy providers serving long term care and skilled nursing facilities, specialty hospitals, assisted and independent living communities, and other assorted group settings. NeighborCare also provides infusion therapy services, home medical equipment, respiratory therapy services, community-based retail pharmacies and group purchasing. In total, NeighborCare's operations span the nation, providing pharmaceutical services in 32 states and the District of Columbia. Visit our website at http://www.neighborcare.com/ As reported in the Troubled Company Reporter's May 26, 2004 edition, Standard & Poor's Ratings Services placed its ratings on NeighborCare, including the 'BB-' corporate credit rating, on CreditWatch with negative implications after Omnicare Inc., disclosed an all-cash offer to purchase the company. S&P states that the pro forma combination is likely to have a markedly weaker financial profile than NeighborCare. The purchase price of $1.5 billion includes the assumption or repayment of a $250 million NeighborCare debt issue. Estimating the effect of additional debt and not assuming any cost savings, total debt to EBITDA is expected to rise to over 4x, while funds from operations to total debt will fall to less than 15%. NeighborCare, Inc., is formerly known as Genesis Health Ventures, Inc., which, along with its affiliates, filed for chapter 11 protection (Bankr. Del. Case No. 00-02692-JHW) on June 22, 2000. On October 2, 2001, the Debtors' Joint Plan of Reorganization, confirmed on September 12, 2001, became effective. On December 2, 2003, Genesis began doing business as NeighborCare, Inc. OCWEN RESIDENTIAL: Fitch Downgrades 1999-R1 Class B-5A Rating To C ------------------------------------------------------------------ The following rating actions have been taken on Ocwen Residential MBS Corporation, series 1999-R1, by Fitch Ratings: Ocwen 1999-R1-Group A -- Class A1-A, AP-A affirmed at 'AAA'; -- Class B-1A affirmed at 'AA'; -- Class B-2A affirmed at 'A'; -- Class B-3A affirmed at 'BBB'; -- Class B-4A, rated 'BB', placed on Rating Watch Negative; -- Class B-5A downgraded to 'C' from 'CCC'. Ocwen 1999-R1-Group F -- Class A1-F, AP-F affirmed at 'AAA'; -- Class B-1F affirmed at 'AA'; -- Class B-2F affirmed at 'A'; -- Class B-3F affirmed at 'BBB'; -- Class B-4F downgraded to 'CCC' from 'B'. The negative rating actions are taken due to the level of losses incurred and the high delinquencies in relation to the applicable credit support levels as of the May 25, 2004 distribution date. ORION REFINING: Plan Confirmation Hearing Set for June 24 --------------------------------------------------------- On May 11, 2004, the U.S. Bankruptcy Court for the District of Delaware approved the Disclosure Statement filed by Orion Refining Corporation and its debtor-affiliates. Tomorrow, June 17, 2004, at 4:00 p.m., is the deadline to file any objections to confirmation of the plan. Objections, if any, must be served on counsel for the debtor, counsel for CSFB, counsel for Jefferies, counsel for the TWS Funds, counsel for the Oaktree Funds, counsel for the creditors committee and the office of the U.S. Trustee. The Honorable Charles G. Case will convene a confirmation hearing on June 24, 2004 at 3:00 p.m. Copies of the Disclosure Statement, the Plan, the Plan Supplement and the Solicitations Procedures may be obtained by contacting; IKON Office Solutions 901 North Market Street, Suite 310 Wilmington, DE 19801 Telephone (302) 777-4500 Attn: John Trickey Orion Refining Corporation filed for chapter 11 protection (Bankr. Del. Case No. 03-11483) on May 13, 2003. The Debtors' lawyers are Daniel B. Butz, Esq., Gregory Thomas Donilon, Esq. and Gregory W. Werkheiser, Esq. at Morris, Nichols, Arsht & Tunnell. PEGASUS SATELLITE: Applies To Employ Sidley Austin As Lead Counsel ------------------------------------------------------------------ Ted S. Lodge, President and Chief Operating Officer and Counsel of Pegasus Satellite Communications, Inc., tells the U.S. Bankruptcy Court that, in the months leading up to the Petition Date, Sidley Austin Brown & Wood, LLP, has been advising the Debtors as to restructuring and bankruptcy issues, including factors pertinent to the commencement of Pegasus' cases as well as to general corporate, real estate and litigation matters. In so doing, Sidley has become intimately familiar with the Debtors and their affairs. The Debtors believe that Sidley's professional services are necessary to enable them to faithfully and competently execute their duties as debtors-in-possession. Accordingly, the Debtors seek the Court's authority to employ Sidley as their general reorganization and bankruptcy counsel. Specifically, Sidley will be: (a) providing legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their businesses; (b) taking all necessary action to protect and preserve the Debtors' estates, including prosecuting actions on behalf of the Debtors, negotiating any and all litigation in which the Debtors are involved, and objecting to claims filed against the Debtors' estates; (c) preparing, on the Debtors' behalf, all necessary motions, answers, orders, reports and other legal papers in connection with the administration of the Debtors' estates; (d) attending meetings and negotiating with representatives of creditors and other parties-in-interest, attending Court hearings and advising the Debtors on the conduct of the cases; (e) performing any and all other legal services for the Debtors in connection with the Chapter 11 cases and with the formulation and implementation of the Debtors' plan; (f) advising and assisting the Debtors regarding all aspects of the plan confirmation process, including, but not limited to, securing the approval of a disclosure statement by the Court and the confirmation of a plan at the earliest possible date; (g) providing legal advice and performing legal services with respect to general corporate matters, and advice and representation with respect to obligations of the Debtors and their Boards of Directors and officers; (h) providing legal advice and performing legal services with respect to matters involving the negotiation of the terms and the issuance of corporate securities, matters relating to corporate governance and the interpretation, application or amendment of the Debtors' corporate documents, including their Certificates or Articles of Incorporation, by-laws, material contracts, and matters involving stockholders and the Debtors' legal duties toward them; (i) providing legal advice and legal services with respect to litigation, tax and other general non-bankruptcy legal issues for the Debtors to the extent requested by the Debtors; and (j) rendering other services as may be in the Debtors' best interest. Sidley will seek compensation for its legal services on an hourly basis in accordance with its ordinary and customary rates: Partners $425 - 775 Senior Counsel 425 - 775 Associates 170 - 435 Para-professionals 50 - 190 The rates may change from time to time in accordance with established billing practices and procedures. In addition to the hourly rates, Sidley customarily charges its clients for all costs and expenses incurred in connection with the client's case. Larry J. Nyhan, Esq., a partner at Sidley, relates that prior to the Petition Date, Sidley received from a non-Debtor affiliate a retainer relating to the preparation for the filing of the Chapter 11 cases and for Sidley's proposed postpetition representation of the Debtors. As of the Petition Date, the balance of the retainer is estimated at about $300,000, which excess amount will be applied against allowed postpetition fees and expenses of Sidley. In addition, although Sidley has not received any amounts from the Debtors, the firm has received, within one year prior to the Petition Date, $7,586,928 from non- Debtor affiliates including amounts on account of services rendered to the Debtors. Sidley estimates that about $1,500,000 of the total amount received from non-Debtor affiliates was allotted for services rendered in preparation for the Chapter 11 filing. All fees and expenses of Sidley with respect to services rendered to the Debtors and non-Debtor affiliates during the prepetition period have been paid in full. Sidley will not represent any of the non-Debtor affiliates after the Petition Date. Mr. Nyhan assures the Court that Sidley does not hold or represent any interest adverse to the Debtors' estates in matters on which Sidley is to be engaged. The firm is a "disinterested person," as defined in Section 101(14) of the Bankruptcy Code. Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite Communications, Inc. -- http://www.pgtv.com/-- is a leading independent provider of direct broadcast satellite (DBS) television. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. D. Me. Lead Case No. 04-20889) on June 2, 2004. Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,762,883,000 in assets and $1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) PEGASUS SATELLITE: Taps Bernstein Shur as Local Bankruptcy Counsel ------------------------------------------------------------------ Pegasus Satellite Communications, Inc. seeks the Court's authority to employ Bernstein, Shur, Sawyer & Nelson, as their local reorganization and bankruptcy co-counsel with regard to the filing and prosecution of their Chapter 11 cases. Ted S. Lodge, Pegasus' President and Chief Operating Officer and Counsel, relates that the Debtors have selected Bernstein because of its extensive experience and knowledge in the field of debtors' and creditors' rights and business reorganizations under Chapter 11 of the Bankruptcy Code. In addition, the Debtors believe that Bernstein's expertise will be efficient and cost effective for their estates. In preparing Pegasus' Chapter 11 cases, Bernstein has become familiar with the Debtors' business and affairs and many of the potential legal issues, which may arise in the context of the Chapter 11 cases. The Debtors have also chosen Sidley Austin Brown & Wood, LLP, as their reorganization bankruptcy co-counsel. Bernstein and Sidley have discussed an appropriate division of responsibilities so as to avoid unnecessary duplication of the services provided to the Debtors. As the Debtors' bankruptcy co-counsel, Bernstein will: (a) provide the Debtors with legal advice with respect to their powers and duties as debtors-in-possession in the continued operation of their businesses and management of their properties; (b) prepare and pursue confirmation of a reorganization plan and approval of a disclosure statement; (c) prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports and other legal papers; (d) appear in Court and protect the Debtors' interest before the Court; and (e) perform all other legal services for the Debtors, which may be necessary and proper in the Chapter 11 proceedings. Bernstein's hourly billing rates currently range from: Partners $115 - 400 Attorneys of counsel 215 - 300 Associates 100 - 205 Para-professionals 60 - 115 The hourly rates are subject to periodic adjustment increases in the normal course of Bernstein's business. In addition, Bernstein customarily charges its clients for all costs and expenses incurred. The Debtors want to retain Bernstein under a general retainer because of the extensive legal services that may be required and the fact that the nature and extent of the services are not currently known. Bernstein received a $50,000 retainer in connection with the planning and preparation of initial documents for filing the Chapter 11 cases. A portion of that amount has been applied to prepetition fees and expenses, the balance will be held by Bernstein as security for postpetition fees and expenses. Robert Keach, Esq., member of Bernstein, assures Judge Haines that the firm does not have any adverse connection with the Debtors, their creditors, or any other parties-in-interest. Mr. Keach maintains that Bernstein is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite Communications, Inc. -- http://www.pgtv.com/-- is a leading independent provider of direct broadcast satellite (DBS) television. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. D. Me. Lead Case No. 04-20889) on June 2, 2004. Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,762,883,000 in assets and $1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) PEGASUS SATELLITE: Sues NRTC, Its Officers, and DIRECTV in Maine ---------------------------------------------------------------- Pegasus Satellite Television, Inc. (PST), a subsidiary of Pegasus Communications Corporation (NASDAQ: PGTV), announced it has filed a lawsuit against the National Rural Telecommunications Cooperative (NRTC), DIRECTV, Inc., and the Officers and Directors of the NRTC. This lawsuit, an adversary complaint filed with the U.S. Bankruptcy Court for the District of Maine, charges the defendants with acting independently and in concert in an effort to destroy Pegasus and steal its business for their own enrichment in violation of substantial fiduciary, contractual and other duties owed to Pegasus. The complaint seeks actual and punitive damages, as well as rescission of various agreements entered into by NRTC and DIRECTV, including the purported termination of their DBS Distribution Agreement and PST's Member Agreements with NRTC. The complaint also seeks the appointment of a receiver to administer the NRTC. A copy of the adversary complaint and a brief overview of PST's longstanding relationship with the NRTC and DIRECTV can be obtained at the following link: http://www.pgtv.com/283cc/legal.htm Ted Lodge, Pegasus' President, said, "The adversary complaint we have filed has been made necessary by the conspiracy between NRTC, its Board and DIRECTV to steal our valuable business and by NRTC's and the NRTC Board's egregious violation of their fiduciary and contractual obligations to us. We are asking the court to enjoin these unlawful actions, to award us both actual and punitive damages against NRTC and DIRECTV, to rescind the agreements between NRTC and DIRECTV that purport to terminate our rights and for the appointment of a receiver to administer the NRTC so as to prevent further bad acts by NRTC against us. Regrettably, the intervention of the Court is necessary in order to restore our exclusive rights so that we may preserve for our employees, customers, business partners, creditors and shareholders the value we have created over the last ten years at Pegasus." He continued, "As the lawsuit makes clear, we believe the NRTC and its Officers and Directors have engaged in a pattern of improper conduct that violates Pegasus' contractual rights, that constitutes a breach of NRTC's and its Officers' and Directors' fiduciary duties, and that violates settled principles governing cooperative associations. At the same time, DIRECTV has conspired with and aided and abetted the NRTC in this effort, and has breached its own duties to Pegasus. We believe the defendants have engaged in these unlawful activities in order to steal our business and divide the spoils amongst themselves." In its lawsuit, Pegasus seeks appropriate relief from the Court, including: (1) a declaration that the Termination Agreement announced earlier this month by DIRECTV is void and unenforceable; (2) preliminary and permanent injunctive relief barring NRTC and DIRECTV from enforcing the Termination Agreement, barring NRTC and DIRECTV from interfering with Pegasus' relationships in its exclusive territories, and restoring the status quo ante; (3) rescission of the Termination Agreement; (4) a declaration that the settlement reached between DIRECTV and NRTC last year is void and unenforceable; (5) preliminary and permanent injunctive relief barring NRTC and DIRECTV from enforcing the California Settlement and restoring the status quo ante; (6) rescission of the California Settlement; (7) compensatory and punitive damages and restitution for NRTC, NRTC's Officers' and Directors', and DIRECTV's multiple individual and concerted breaches of contract, breaches of fiduciary duties, breaches of other duties, and misappropriation of trade secrets; (8) a declaration that Pegasus' Member Agreements remain in full force and effect and require NRTC and DIRECTV to provide DBS Services to Pegasus for distribution in its exclusive territories through the full term of those agreements (and defining that term); (9) an accounting from NRTC; and (10) appointment of a receiver to administer the NRTC. Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite Communications, Inc. -- http://www.pgtv.com/-- is a leading independent provider of direct broadcast satellite (DBS) television. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. D. Me. Lead Case No. 04-20889) on June 2, 2004. Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,762,883,000 in assets and $1,878,195,000 in liabilities. PIERRE FOODS: Tender Offer for Senior Notes to Expire on June 28 ---------------------------------------------------------------- Pierre Holding Corp. announced the results to date of the previously announced cash tender offer and consent solicitation by its wholly-owned subsidiary, Pierre Merger Corp., for any and all of the $115,000,000 aggregate principal amount of Senior Notes due 2006 of Pierre Foods, Inc., f/k/a/ Fresh Foods, Inc. (CUSIP No. 358034AC0 and ISIN US358034AC08). As of 5:00 P.M. (New York City time) on June 14, 2004, which was the deadline for holders to submit tenders in order to receive the consent payment in connection with the offer, tenders had been received for $106.3 million in aggregate principal amount of Notes, representing approximately 92.5% of the outstanding Notes. Accordingly, the requisite consents to adopt the proposed amendments to the indenture relating to the Notes have also been received. Adoption of the proposed amendments required the consent of holders of at least a majority of the aggregate principal amount of the outstanding Notes. The provisions of the supplemental indenture will not become operative until Pierre Merger Corp. accepts for payment Notes tendered pursuant to the offer, which will occur on the same date that Parent's acquisition of PF Management, Inc., the parent of Pierre Foods, Inc., is consummated. The offer is scheduled to expire at 12:00 midnight, New York City time, on Monday, June 28, 2004, unless extended or earlier terminated. The offer is subject to the satisfaction of certain conditions, including the consummation of the acquisition and other general conditions. The complete terms of the offer are described in the Offer to Purchase and Consent Solicitation Statement dated June 1, 2004, copies of which may be obtained from Global Bondholder Services, the information agent for the offer, at (866) 612-1500 (U.S. toll-free) or (212) 430-3774 (collect). Pierre Merger Corp. has engaged Banc of America Securities LLC and Wachovia Securities to act as the dealer managers and solicitation agents in connection with the offer. Questions regarding the offer may be directed to Banc of America Securities LLC, High Yield Special Products, at (888) 292-0070 (U.S. toll-free) and (704) 388-4813 (collect), or Wachovia Securities, Liability Management Group, at (866) 309-6316 (U.S. toll-free) and (704) 715-8341 (collect). About Pierre Foods, Inc. Pierre Foods, Inc. is a producer and marketer of fully-cooked, branded and private label beef, chicken and pork products, bakery products and microwaveable sandwiches for the foodservice market. Pierre Foods, Inc. sells its products under a variety of brand names, including Pierre and Design(TM), Pierre Pizza Parlor(TM), Pierre Main Street Diner(TM), Pierre Select(TM), Fast Bites(R), Fast Choice(R), Rib-B-Q(R), Hot 'n Ready(R), Big AZ(R), Chop House(R), Deli Breaks(TM) and Mom 'n' Pop's(R) brand. Pierre Foods, Inc. also produces and markets microwaveable sandwiches under the Checkers, Krystal, Rally's, Tony Roma's and Nathan's Famous brand names through various distribution channels. As reported in the Troubled Company Reporter's June 15, 2004 edition, Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Cincinnati, Ohio-based prepared foods manufacturer Pierre Foods Inc. At the same time, Standard & Poor's assigned its 'B+' bank loan rating and a recovery rating of '3' to the company's proposed $190 million senior secured credit facilities. The issue is part of a financing plan in which Pierre will be acquired by Madison Dearborn Partners. The ratings are based on preliminary offering statements and are subject to review upon final documentation. The bank loan rating is the same as the corporate credit rating; this and the '3' recovery rating indicate the expectation of a meaningful (50%-80%) recovery of principal in the event of default. Standard & Poor's has also assigned a 'B-' rating to Pierre Foods' proposed $125 million senior subordinated notes due 2012, to be issued under Rule 144A with registration rights. The outlook is negative. PILLOWTEX CORP: Asks Court To Approve $1,350,000 J.C. Penney Pact ----------------------------------------------------------------- Before its bankruptcy petition date, and in the ordinary course of the Pillowtex Corporation Debtors' businesses, the Debtors sold goods to J.C. Penney Corporation, Inc., on credit, thus, generating accounts receivable. J.C. Penney then resold the goods in its retail stores through its mail order catalog business and through its Internet Web site. Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnel, in Wilmington, Delaware, relates that after the Petition Date, disputes arose between the Debtors and J.C. Penney concerning their business relationship. The Debtors asserted that J.C. Penney failed to pay its obligations in respect of the accounts receivable. J.C. Penney argued that it had suffered damages and lost profits due to the inability of Debtors Pillowtex Corporation and Fieldcrest Cannon, Inc., to manufacture and ship merchandise. To resolve the Disputes and avoid protracted litigation, the Debtors and J.C. Penney commenced settlement negotiations in December 2003. On May 17, 2004, the Debtors and J.C. Penney executed a settlement agreement resolving all the Disputes. The Debtors ask the Court to approve their Settlement Agreement with J.C. Penney. The salient terms and conditions of the Settlement Agreement are: (a) J.C. Penney will pay Pillowtex $1,350,000 by check, in settlement of the Disputes between the parties and any potential avoidance claims arising under Chapter 5 of the Bankruptcy Code. In return for the Settlement Payment, the Debtors will not file: -- a lawsuit or adversary proceeding against J.C. Penney for claims or damages arising from the Disputes; or -- any Avoidance Actions against J.C. Penney. (b) The Debtors and J.C. Penney will mutually release one another and their affiliates and representatives from all claims relating to the Disputes or their business relationships. However, each party will not discharge the other party from claims for product liability damages, property damage or personal injury. The Debtors will release J.C. Penney from any claims in respect of the Avoidance Actions. (c) J.C. Penney will withdraw its claims filed in the Debtors' cases, to the extent the claims relate to the Disputes. The Debtors believe that the $1,350,000 Settlement Payment represents a fair and equitable resolution of the Disputes. After examining their books and records, the Debtors also determined that the reciprocal release of their claims is fair and equitable under the circumstances. Except with respect to the J.C. Penney accounts receivable, the Debtors do not believe that they have any material claims against J.C. Penney that are the subject of the release. J.C. Penney has advised the Debtors that the release is critical to its willingness to enter into the Settlement Agreement. Headquartered in Dallas, Texas, Pillowtex Corporation -- http://www.pillowtex.com/-- sells top-of-the-bed products to virtually every major retailer in the U.S. and Canada. The Company filed for Chapter 11 protection on November 14, 2000 (Bankr. Del. Case No. 00-4211). David G. Heiman, Esq., at Jones, Day, Reavis & Poque represents the Debtors in their restructuring efforts. On July 30, 2003, the Company listed $548,003,000 in assets and $475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000) POLYONE CORP: S&P Cuts Ratings to B+ & Says Outlook is Negative --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured ratings for PolyOne Corp. to 'B+' from 'BB-', citing slower-than-expected progress in improvement to the financial profile. Cleveland, Ohio-based PolyOne, with $2.0 billion of annual sales and over $850 million of debt, is a global polymer services company. The outlook is negative. "The downgrade reflects the continuation of subpar operating and financial performance, and the likelihood that needed improvement in credit protection measures could take longer than anticipated," said Standard & Poor's credit analyst Peter Kelly. Difficult business conditions have resulted in negative free cash flow during each of the past two fiscal years. Despite some recent improvement in operating performance and the expectation of better results in 2004, competitive markets and high raw-material and energy costs could constrain profitability. Consequently, PolyOne's financial profile will likely remain subpar longer than had been expected. Standard & Poor's recognizes the company's efforts to reduce costs and manage cash flow, and anticipates that proceeds from asset sales will be applied to debt reduction. Ratings on PolyOne continue to reflect the company's fair business profile in performance polymers and services. The company holds good market positions in vinyl plastic and rubber compounding, color and additive concentrates, and plastic resin distribution. PolyOne also holds a 24% interest in the Oxy Vinyls L.P. joint venture with Occidental Petroleum Corp., and a 50% interest in the Sunbelt chlor-alkali joint venture with Olin Corp. Oxy Vinyls is a large North American producer of polyvinyl chloride and vinyl chloride monomer. The company has identified three operating units for possible divestiture and has classified these as discontinued operations. PREFERRED RIVERWALK: Employing Langley & Banack as Co-Counsel ------------------------------------------------------------- Preferred Riverwalk, LP is asking the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, for permission to employ Langley & Banack, Inc., as its attorneys. The Debtor tells the Court that the services of attorneys to represent it and its estate are necessary and in the best interest of the estate and all parties in interest. The Debtor desires to engage Langley & Banack as co-counsel with Keith M. Baker, Esq. The professional services to be rendered by the law firm include giving the Debtor legal advice with respect to its duties and powers in this case and handling all matters in this case. Attorneys at Langley & Banack and Mr. Baker will be careful to avoid the duplication of legal services on behalf of the Debtor. The Debtor has determined that the professional standing, competency and reputation of such law firm are high and that its attorneys are duly licensed and qualified to practice before this Court. The current hourly rates of professionals who will be principally engaged in this case are: Professionals Designation Billing Rate ------------- ----------- ------------ William R. Davis, Jr. Attorney $250 per hour R. Glen Ayers, Jr. Attorney $375 per hour Headquartered in San Antonio, Texas, Preferred Riverwalk, L.P., doing business as Sheraton Four Points, filed for chapter 11 protection on May 4, 2004 (Bankr. W.D. Tex. Case No. 04-52666). Keith M. Baker, Esq., represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed both estimated debts and assets of over $10 million. RANGE RESOURCES: S&P Rates $100M Senior Subordinated Notes at B --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' rating to Range Resources Corp.'s (BB-/Stable/--) proposed $100 million senior subordinated notes due in 2013. The outlook is stable. Pro forma for the new notes, the oil and gas exploration and production company will have about $535 million of debt outstanding. Proceeds from the notes will be used to partially fund Range's acquisition of the 50% of Great Lakes Energy Partners LLC (GLEP) that it does not currently own. Range will pay $290 million for the interest in GLEP, including the assumption of $68 million in debt and $22 million to unwind existing commodity price hedges related to GLEP. The rest of the funding for the acquisition will come from a $140 million common equity issuance and drawings under the company's revolving credit facility. The acquisition of the interest in GLEP will lengthen Range's reserve life to about 13 years, double the company's interest in GLEP's large inventory of low-risk, low-cost Appalachian natural gas drilling opportunities, and should improve the company's full- cycle cost structure while moderately improving its overall business risk profile. The purchase price of about $1.65 per thousand cubic feet when considering future development costs is attractive compared with recent natural gas acquisitions, particularly in light of the premium of about $0.35 per mcf natural gas sold from the Appalachian Basin has historically enjoyed. "The stable outlook reflects the expectation that Range will prudently manage its financial profile," said Standard & Poor's credit analyst John Thieroff. "Application of excess cash flow and proceeds from expected asset sales toward debt reduction is factored into the ratings." "Although the company has stated that it may pursue small, complementary acquisitions in addition to its capital budget, we expect that Range will maintain capital spending within its cash flow," added Mr. Thieroff. Standard & Poor's also said that if Range's future expenditures fail to yield commensurate discoveries and extensions, the ratings on the company could be lowered. RCN CORPORATION: Hiring Swidler Berlin As Regulatory Counsel ------------------------------------------------------------ The RCN Corp. Debtors seek the Court's authority to employ Swidler Berlin Shereff Friedman, LLP, as their special regulatory counsel to perform services that will be necessary during their Chapter 11 cases. Swidler Berlin is a general practice law firm with offices in Washington, D.C. and New York, employing over 250 lawyers. The firm has a wide-ranging national practice in the substantive areas of, among other things, telecommunications, litigation, corporate, tax, finance, real estate, bankruptcy and creditors' rights, regulatory affairs, and energy. Swidler Berlin has a strong focus on representation of regulated entities, including telecommunications carriers and service providers. Its telecommunications practice group is widely recognized for its telecommunications regulatory expertise. Swidler Berlin handles matters in virtually every aspect of telecommunications law, including local, long distance and international telephone common carriage; competitive video services, including open video systems and cable television systems; Internet services and technologies; conventional and emerging wireless services; satellite services; and telecommunications equipment manufacturing and other high technology applications. It also counsels telecommunications and technology clients in transactional, securities, international, litigation, legislative and land use issues. The firm's practice extends to all 50 states and many international markets. It also has represented a number of telecommunications carriers and service providers in reorganization and liquidation proceedings. Swidler Berlin has been the Debtors' primary counsel for federal, state and local telecommunications regulatory issues since RCN was founded, and has also represented the RCN Companies before the Federal Communications Commission, state and local regulatory and municipal authorities, and federal and state courts. Swidler Berlin's services have related primarily to counseling and representing the Debtors as to federal, state and local regulatory issues arising from the RCN Companies' construction, installation, operation, and acquisition of advanced fiber optic networks and their provision of telecommunications, video programming and Internet services over those networks. The Firm has also counseled the Debtors extensively and represented the RCN Companies in litigation before the FCC and state regulatory agencies, and in federal and state courts. The firm's representation of the Debtors was active on the Petition Date. In connection with its retention, Swidler Berlin will provide services to the Debtors in relation to: (a) communications regulatory requirements in the U.S. arising from a Chapter 11 filing; (b) representation before local, state and federal communications regulatory agencies; (c) communications regulatory issues involved in connection with one or more sales of assets, if any, and the Debtors' plan of reorganization, including making any required regulatory filings, seeking regulatory approvals, and any other activities required in connection with implementing the asset sales or plan of reorganization, or consummating any transaction contemplated; (d) contested matters or litigation; and (e) all other necessary legal services and advice related to the matters disclosed. Deborah M. Royster, RCN Corporation's General Counsel and Corporate Secretary, submits that the retention of Swidler Berlin is appropriate under Sections 327(e), 328 and 1107 of the Bankruptcy Code. Swidler Berlin will work closely with the Debtors' general bankruptcy counsel so that its experience respecting the Debtors can be made available to the Debtors' counsel in these cases. Swidler Berlin will not be rendering services typically performed by a debtor's bankruptcy counsel. Among other things, Swidler Berlin ordinarily will not be involved in interfacing with the Court or be primarily responsible for the Debtors' general restructuring efforts. However, Swidler Berlin may on occasion interface with the Court to the extent necessary to assist the Debtors and their bankruptcy counsel with complex regulatory arguments. Moreover, certain attorneys in the Swidler Berlin's bankruptcy and creditors' rights department will provide support to the Swidler Berlin telecommunications practice group on an as- needed basis and may, on occasion, interface with the Court at the specific request of the Debtors and their bankruptcy counsel. By outlining Swidler Berlin's role, the Debtors have ensured there will be no duplication of services. Fees and Expenses Swidler Berlin anticipates performing services on behalf of both the Debtors and their non-debtor affiliates. Services performed exclusively for the Debtors will be reflected in fee applications filed with the Court. Services performed exclusively for non- debtor affiliates will be billed directly to the non-debtor affiliates, will not be billed to the estates, and therefore will not be reflected in fee applications filed with the Court. In circumstances where services are rendered to both the Debtors and non-debtors, which are for the benefit of both, Swidler Berlin will allocate a proportional amount of its fees and expenses for the services to the non-debtor entities, and will only seek payment from the estates of that portion allocated to the Debtors. Swidler Berlin will be compensated on an hourly basis, and reimbursed for actual and necessary expenses. The hourly rates for Swidler Berlin attorneys and legal assistants are: Partners $375 - 650 Counsel/Of Counsel 305 - 690 Associates 195 - 425 Legal Assistants 130 - 175 The partners currently expected to work on regulatory matters and their hourly rates are: Jean L. Kiddoo $505 Russell M. Blau 495 The of counsel and associates currently expected to work on regulatory matters and their hourly rates are: L. Elise Dieterich $390 Charles A. Rohe 385 Philip J. Macres 310 Jeffrey Strenkowski 205 The paralegal currently expected to work on regulatory matters is M. Renee Britt-Boone, whose a hourly rate is $175. Other attorneys in Swidler Berlin's telecommunications regulatory practice group may work on particular issues related to these matters. In the event the Debtors engage in sales of any assets, transfers of control, or a reorganization plan that require obtaining approval from telecommunications regulatory agencies as a condition to the consummation of the transaction, additional personnel may be required to obtain approval in a timely manner. In addition, certain attorneys in the bankruptcy and creditors' rights group, including Elise Scherr Frejka, will provide support to the telecommunications practice group on an as needed basis. Within the 90-day period preceding the Petition Date, the Debtors paid Swidler Berlin $334,592 for prepetition services. Swidler Berlin is holding $49,548 as a retainer for postpetition services to be rendered to the Debtors and for postpetition expenses to be incurred related to the services. Jean L. Kiddoo, Esq., a member of Swidler Berlin, assures the Court that the firm's members and associates do not have any connection with the Debtors, their creditors or any other party- in-interest, or their attorneys. Swidler Berlin represents no interest adverse to the Debtors' estates respecting the matters on which it is to be retained. Headquartered in Princeton, New Jersey, RCN Corporation -- http://www.rcn.com/-- is a provider of bundled Telecommunications services. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 04-13638) on May 27, 2004. Frederick D. Morris, Esq., and Jay M. Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,486,782,000 in assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000) RESIDENTIAL ASSET: S&P Lowers 2001-RS2 Class B-I Ratings to D ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings to 'D' from 'BB' on the class B-I certificates and to 'CCC' from 'BB' on the class B-II certificates issued by RAMP Series Trust series 2001- RS2, an affiliate of Residential Funding Corp. Concurrently, ratings are affirmed on the remaining classes from the same securitization. The lowered ratings reflect: -- A complete depletion of overcollateralization in the fixed-rate loan group, resulting in a cumulative principal write-down of $217,617 to class B-I; -- An overcollateralization amount of only $4,496 in the adjustable-rate loan group, resulting in a potential principal write-down to class B-II within the next several distribution periods; -- Serious delinquencies (90-plus days, foreclosure, and REO) for the fixed- and adjustable-rate loan groups of 20.72% and 19.61%, respectively; and -- Realized losses during the most recent three months, which have exceeded excess interest cash flow for the fixed- and adjustable-rate loan groups by an average of 1.89x and 3.55x, respectively. As of the May 2004 remittance period, cumulative realized losses, as a percentage of original pool balance, totaled 2.07% ($4,772,219) and 3.35% ($5,542,962) for the fixed- and adjustable- rate loan groups, respectively. Furthermore, due to adverse collateral pool performance of both loan groups, the transaction is unable to benefit from the cross-collateralization of excess interest to cover losses. The affirmations reflect sufficient levels of credit support to maintain the current ratings, despite the high level of delinquencies and poor performance trend. Standard & Poor's will continue to monitor the performance of the transaction to ensure that the ratings assigned to the certificates accurately reflect the risks associated with this security. Credit support for the B classes is provided by excess interest and overcollateralization; all of the other classes receive additional support from subordination. The collateral for this transaction consists of fixed- or adjustable-rate, first- or second-lien loans, secured primarily by one- to four- family residential properties. Ratings Lowered RAMP Series Trust Mortgage asset-backed pass-thru certs series 2001-RS2 Rating Class To From B-I D BB B-II CCC BB Ratings Affirmed RAMP Series Trust Mortgage asset-backed pass-thru certs series 2001-RS2 Class Rating A-I-4, A-II AAA M-I-1, M-II-1 AA M-I-2, M-II-2 A M-I-3 BBB M-II-3 BBB- ROCKFORD CORPORATION: Closes New $12.5 Million Private Placement ---------------------------------------------------------------- Rockford Corporation (Nasdaq: ROFO) announced that it has entered into agreements for the private placement of $12.5 million of the Company's 4.5% convertible senior subordinated secured notes due 2009 and warrants to purchase 649,810 shares of common stock at $5.75 per share. The private placement closed on June 11, 2004. Upon issuance, the noteholders may convert the notes into the Company's common stock at any time prior to the scheduled maturity date of June 10, 2009. The conversion price is $5.29 per share, which represents a 15% premium over the closing price of the Company's common stock on June 9, 2004. If fully converted, the Notes will convert into 2,362,949 shares of the Company's common stock. The Company has the right to automatically convert the notes into common stock if the common stock trades above a specified target price for a specified period. The Company may also force the exercise of the warrants under certain circumstances prior to their expiration date. The Company has further agreed to register the notes, warrants and common stock issuable upon conversion of the notes or exercise of the warrants. The Company intends to use the net proceeds from the sale to pay off its $4 million junior term loan with Hilco Capital LP and to pay down its revolving $45 million asset based credit facility with Congress Financial Corporation, as agent. This resolves the default under the Hilco facility previously reported by the Company. Also, the Company announced that it had received a waiver of its previously announced violation of covenants associated with the Company's $45 million revolving credit facility with Congress. In addition, the Company has modified and renegotiated new financial covenants with Congress. The Securities are being sold to accredited investors in reliance on Regulation D under the Securities Act of 1933, as amended. Piper Jaffray & Co. served as the exclusive placement agent. About Rockford Corporation Rockford is a designer, manufacturer and distributor of high- performance audio systems for the mobile, professional, and home theater audio markets. Rockford's mobile audio products are marketed under the Rockford Fosgate, Lightning Audio, MB Quart, Q- Logic, InstallEdge.com, Omnifi and SimpleDevices brand names. Rockford's professional audio and home theatre products are marketed under the Hafler, Fosgate Audionics, MB Quart, and Omnifi brand names. ROGERS COMMS: Schedules 2nd Quarter Conference Call for July 21 --------------------------------------------------------------- Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) and Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE:RCN) plan to release second quarter 2004 results the morning of Wednesday, July 21, 2004 before markets open. The companies will host a conference call with the financial community at 10:00 a.m. ET the same day to discuss their operating results and outlook. Those wishing to listen to the conference call should access the live webcast on the Investor Relations section of Rogers' web site at http://www.rogers.com/ or http://www.rogers.com/webcast The webcast will be available on Rogers' web site for re-broadcast following the conference call for at least two weeks. Members of the financial community wishing to ask questions during the call may access the conference call by dialing (416) 640-1907 or (800) 814-4853 ten minutes prior to the scheduled start time and requesting Rogers' second quarter 2004 earnings conference call. A re-broadcast will be available following the conference call by dialing (416) 640-1917 or (877) 289-8525, pass code 21053633 (followed by the number sign). Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a diversified Canadian communications and media company, which is engaged in cable television, high-speed Internet access and video retailing through Canada's largest cable television provider Rogers Cable Inc.; wireless voice and data communications services through Canada's leading national GSM/GPRS cellular provider Rogers Wireless Communications Inc.; and radio, television broadcasting, televised shopping and publishing businesses through Rogers Media Inc. As reported in the Troubled Company Reporter's April 30, 2004 edition, Standard & Poor's Ratings Services said it placed its 'BB+' long-term corporate credit ratings on Rogers Communications Inc. (RCI) and Rogers Wireless Inc. (RWI) on CreditWatch with negative implications following RCI's announcement that it has received notice from AT&T Wireless Services Inc. (AWE; through JVII Partnership) of its intent to explore monetization of its stake in Rogers Wireless Communications Inc. (RWCI), RWI's parent. Standard & Poors will resolve the CreditWatch status on further clarification from the company as to whether a transaction will in fact occur, and on disclosure of the terms and conditions of such a potential transaction. RTA LLC: Case Summary & 100 Largest Unsecured Creditors ------------------------------------------------------- Lead Debtor: RTA, LLC 401 Isom, Suite 285 San Antonio, Texas 78216 Bankruptcy Case No.: 04-53391 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- RTA II, LLC 04-53393 Hathaway, LLC 04-53394 CTM Restaurants, LLC 04-53395 ESAD, LLC 04-53396 DJC&E Management, LLC 04-53397 Type of Business: The Debtor operates a franchise restaurant. Chapter 11 Petition Date: June 11, 2004 Court: Western District of Texas (San Antonio) Judge: Ronald B. King Debtors' Counsels: Carol E. Jendrzey, Esq. Thomas Rice, Esq. Cox & Smith Incorporated 112 East Pecan Street, Suite 1800 San Antonio, TX 78205 Tel: 210-554-5558 Fax: 210-226-8395 Estimated Assets Estimated Debts ---------------- --------------- RTA, LLC $1 M to $10 M $1 M to $10 M RTA II, LLC $100,000-$500,000 $500,000 to $1 M Hathaway, LLC $0 to $50,000 $0 to $50,000 CTM Restaurants, LLC $0 to $50,000 $1 M to $10 M ESAD, LLC $0 to $50,000 $1 M to $10 M DJC&E Management, LLC $0 to $50,000 $1 M to $10 M A. RTA, LLC's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Bennigan's Franchising Co., Trade Debt $248,794 LP P.O. Box 691276 Cincinnati, OH 45202-1276 Sylvia Romo, Tax Assessor- Trade Debt $96,979 Collector MBM Customized Foodservice Trade Debt $63,984 Distribution Bonn & Wilkins Trade Debt $20,811 City Public Service Trade Debt $16,290 Ace Mart Restaurant Supply Trade Debt $10,246 Aramark Uniform Services Trade Debt $5,761 Ventilation Systems, Inc. Trade Debt $5,217 Texas Hill Country Trade Debt $3,728 Landscaping, Inc. Waste Management of San Trade Debt $3,375 Antonio SOS Liquid Waste Haulers, Trade Debt $3,176 Ltd. E.L. Smith Plumbing & Trade Debt $3,063 Heating, Inc. Ecolab Pest Elim. Division Trade Debt $2,871 San Antonio Water System Trade Debt $2,429 Kitchen Repairs Trade Debt $2,409 Natwel Supply Corporation Trade Debt $1,459 Cockrell Printing Company Trade Debt $1,356 CSC Ops, LLC Trade Debt $997 Amex Business Finance Trade Debt $703 J & T Mechanical Air Trade Debt $501 B. RTA II, LLC's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Bennigan's Franchising Co. Trade Debt $37,614 United Independent School Trade Debt $15,812 District MBM Customized Food Trade Debt $14,467 Distribution Mr. Rooter of Laredo, Inc. Trade Debt $4,372 City Service Trade Debt $4,228 Queen City Services Trade Debt $2,573 Rio Grande Foods Trade Debt $2,111 Laredo Lawn Care Trade Debt $2,030 R&G Plumbing & Drain Service Trade Debt $1,649 Family Gardens Inn Trade Debt $1,532 Sun Belt Air Conditioning Trade Debt $1,470 and Refrigeration Service, Inc. Ecolab Pest Elim. Trade Debt $1,407 Micros Leasing Trade Debt $1,363 Ace Mart Restaurant Supply Trade Debt $1,335 Co. Picture Perfect Sanitizing Trade Debt $1,238 South Texas Neon Signs Co. Trade Debt $1,052 Inc. Precision Dynamics Corp. Trade Debt $824 AT&T Trade Debt $374 Adams Marketing Group Trade Debt $220 Laredo Alarm Trade Debt $203 C. CTM Restaurants, LLC's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Bennigan's Franchising Co. Trade Debt $58,996 MBP/PFG Customized Food Trade Debt $30,342 Dist. Accutemp Refrigeration, Inc. Trade Debt $18,011 Commander Produce, Inc. Trade Debt $17,430 Travelers Property Casualty Trade Debt $14,498 Andrew's Refrigeration, Inc. Trade Debt $10,848 HRH Insurance of Atlanta, Trade Debt $10,396 Inc. Capistrano Bakery Trade Debt $9,112 Coca-Cola USA Trade Debt $5,642 Edward Don & Company Trade Debt $5,474 Great America Leasing Corp. Trade Debt $5,125 APS Trade Debt $4,970 Swisher Trade Debt $4,824 Praxair Trade Debt $3,311 SRP Trade Debt $3,135 Kathy Carvajal Trade Debt $2,980 City of Mesa Trade Debt $2,603 Alsco American Linen Trade Debt $2,164 Ampam Riggs Plumbing Trade Debt $1,978 Pope Lime Co., Inc. Trade Debt $1,792 D. ESAD, LLC's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Arizona Mills, LLC Trade Debt $96,073 MBM/PFC Customized Food Trade Debt $22,359 Dist. Bennigan's Franchising Co. Trade Debt $6,801 Capistrano Bakery Trade Debt $5,262 Arizona Refrigeration Trade Debt $4,878 Service, Inc. SRP Trade Debt $3,467 Paradise Produce Fruits & Trade Debt $3,452 Vegetables Swisher Trade Debt $2,067 Edward Don & Company Trade Debt $1,800 Southwest Gas Corp. Trade Debt $1,658 Great America Leasing Corp. Trade Debt $1,643 Lunchclub Net Trade Debt $1,465 Alsco American Linen Trade Debt $1,338 Standard Restaurant Equip. Trade Debt $1,331 T.R. Dunlavey & Assoc. Trade Debt $1,282 Enjoy Guidebooks of Arizona Trade Debt $1,200 Airgas-West Trade Debt $1,066 AT&T Trade Debt $873 Lively Distributing Trade Debt $840 Praxair Trade Debt $833 E. DJC&E Management, LLC's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Burger King Corporation Trade Debt $217,277 Burger King Ad Fund Trade Debt $110,930 Burger King Corporation Trade Debt $98,188 Ameriserve Food Trade Debt $50,751 Tucson Electric Power Trade Debt $9,528 Mr. Rooter Trade Debt $4,845 Biggs, Cagan & Cherry, PLLC Trade Debt $2,451 Southwest Gas Corporation Trade Debt $2,012 Saguaro Environmental Trade Debt $1,695 Services Qwest Trade Debt $1,396 City of Tucson Billing Trade Debt $917 Statements Holsum Bakery, Inc. Trade Debt $879 Authorized Commercial Food Trade Debt $697 Equipment Services, Inc. King Uniforms Trade Debt $545 Coca-Cola USA Trade Debt $530 Roadrunner Lock & Safe Trade Debt $432 Fedex Trade Debt $348 MCI Worldcom Trade Debt $281 Muzak Business Music, Inc. Trade Debt $196 Airtouch Cellular Trade Debt $185 SERVICE MERCHANDISE: Ready to Trash Obsolete Business Records ------------------------------------------------------------- Service Merchandise Company, Inc., and its debtor-affiliates, tell the U.S. Bankruptcy Court that they are preparing to destroy tons of obsolete business records. Before they do, they want the Bankruptcy Court's stamp of approval. Objections, if any, to the Reorganized Debtors' plan must be made in writing and filed with the U.S. Bankruptcy Court in Nashville by 12:00 noon, prevailing Central Time, Monday, June 21, 2004. Judge Paine will consider the Reorganized Debtors' request and any objections at a 9:30 a.m. hearing on Tuesday, July 22, 2004. John Wm. Butler, Jr., at Skadden, Arps, Slate, Meagher & Flom, serves as lead counsel to Service Merchandise, and Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, serves as local counsel in Nashville. Glenn B. Rice, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represents the failed retailer's unsecured creditors' committee. Service Merchandise filed for chapter 11 protection in 1996 (Bankr. M.D. Tenn. Case No. 399-02649). On January 4, 2002, the Company announced that it would cease continuing business operations. Judge Paine confirmed Service Merchandise's First Amended Plan of [Liquidation] on May 13, 2003. SK GLOBAL: Wants to Stretch Lease Decision Time to September 20 --------------------------------------------------------------- Scott E. Ratner, Esq., at Togut, Segal & Segal, LLP, in New York, reminds the Court that during the first 10 months of its Chapter 11 case, SK Global America, Inc., has expended significant time and resources on issues relating to its orderly transition to operating in a Chapter 11 context and has made significant strides toward establishing the preconditions for a confirmable plan, including: (a) completing and filing its Schedules of Assets and Liabilities and Statement of Financial Affairs; (b) obtaining a bar date for the filing of proofs of claim; (c) reconciling the proofs of claim and filing omnibus objections to claims; (d) responding to requests for information from the Parent, SK Networks Co. and others in connection with the consummation of the Foreign Exchange and the Korean Restructuring; (e) negotiating with representatives of Cho Hung Bank and Korea Exchange Bank regarding the impact of the Chapter 11 case and the global restructuring on their security interests and claims; (f) negotiating with Bank One regarding the release of more than $70 million frozen by the bank pursuant to a prepetition restraining order; and (g) negotiating with its employees and major constituents over the terms of employee bonuses and severance packages. The Debtor recently reached an agreement in principal with its largest secured creditors, Cho Hung Bank and Korea Exchange Bank, over the proposed treatment of their claims under a Chapter 11 plan. The Debtor is in the process of documenting the settlement and anticipates filing a Chapter 11 plan over the next several weeks. On the Petition Date, the Debtor was party to seven unexpired non-residential real property leases. Since the bankruptcy filing, the Debtor has consolidated operations and has previously rejected its office leases for the premises located in: -- Stanford, California -- Newport, California -- Houston, Texas -- 1385 Broadway, New York At present, three non-residential real property leases remain un- assumed or un-rejected. Some of these Leases may be valuable assets of the Debtor's Chapter 11 estate or may be integral to the continued administration of the Debtor's estate. Lessor Name Location of Premises ----------- -------------------- 400 Kelby Associates Parker Plaza 1700 Broadway, 34th Floor 400 Kelby Street New York, NY 10019 Fort Lee, NJ 07024 616 FM 1960 Building 616 FM 1960 West 616 FM 1960 West Houston, TX 77090 Houston, TX 77090 17106 South Avalon Blvd. Corp. 17106 South Avalon Blvd. 400 Kelby St., 10th Floor Carson, CA 90746 Fort Lee, NJ 07024 The Debtor asks the Court to further extend the time within which it may assume or reject its three remaining Leases to September 20, 2004, without prejudice to the rights of each of the lessors under the Leases to seek, for cause shown, an earlier date on which the Debtor must assume or reject a specific Lease. Given the multitude of other pressing matters it has been required to address so far, Mr. Ratner asserts that the Debtor requires additional time to analyze the Leases to avoid what would be either a premature assumption or rejection of the Leases. If the Debtor were to assume the Leases prematurely, the Debtor, its estate and creditors would incur unnecessary administrative costs for the Leases, which ultimately may not be important to the Debtor's estate. In addition, any post- assumption breach by the Debtor under an assumed Lease would give rise to an administrative expense claim. Certain of the Leases may probably have assignment value and the Debtor does not want to inadvertently forfeit any Lease as a result of the "deemed rejected" provision of Section 365(d)(4) of the Bankruptcy Code prior to determining whether a Lease can be assumed and assigned for value. Mr. Ratner assures the Court that allowing the 90-day extension will not prejudice the Lessors because: (a) the Debtor is current on its postpetition rent obligations under the Leases; (b) the Debtor has the financial capacity and intent to continue to timely perform all of its postpetition obligations under the Leases as required by Section 365(d)(3) of the Bankruptcy Code; and (c) in all instances, individual Lessors may ask, for cause shown, that the Court fix an earlier date by which the Debtor must assume or reject a Lease. (SK Global Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000) SKI MARKETING CORP: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Ski Marketing Corporation dba Ski Europe 1535 West Loop South, Suite 319 Houston, Texas 77027 Bankruptcy Case No.: 04-37965 Type of Business: The Debtor specializes in customized travel arrangements for individuals and groups from North America to Europe. See http://www.ski-europe.com/ Chapter 11 Petition Date: June 1, 2004 Court: Southern District of Texas (Houston) Judge: Letitia Z. Clark Debtor's Counsel: Aaron Keiter, Esq. Strother Keiter, et al 4545 Mount Vernon Houston, TX 77006-5815 Tel: 713-706-3636 Estimated Assets: $0 to $50,000 Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Alpine Europe / Lueftner $192,114 Austrian Trade Commission Collecting for Busreisen Tirol GMBH $135,778 Austrian Trade Commision Collecting for $112,896 Lueftner Touristik Hotel Sailer $57,431 Hotel Tautermann Garni $53,433 Hotel Le Prieure $33,792 Hotel Grauer Baer $32,114 Hotel Biner $28,801 Hotel Alpinhof $22,211 Hotel Goldener Greif $17,947 Hotel Mont-Blanc $17,384 Hotel Olimpia $16,489 Hotel Chalet Swiss $16,291 Hotel Les Aiglons $15,307 Hotel Perren $15,093 Hotel Daniela $15,060 Parc Hotel Victoria $14,633 Hotel Post $14,585 Zermatt Tourismus $13,160 Hotel Schwarzer Adler $13,122 SOLUTIA INC: Agrees to Amend Toray Industries Supply Contract ------------------------------------------------------------- M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in New York, tells the Court that Solutia, Inc., and Toray Industries, Inc., are parties to a Supply Contract for hexamethylenediamine -- HMD -- and Adipic Acid, dated September 30, 1991. Pursuant to the Supply Contract, Toray is obligated to purchase from Solutia, and Solutia is obligated to sell to Toray, HMD and Adipic Acid from January 1, 1994 through December 31, 2008. In 1991, 1992 and 1993, Toray made non-refundable advance payments on account of its future purchases of the Products under the Supply Contract. The Advance Payment represents the margin in excess of costs that is chargeable to Toray for the Products' sales under the Supply Contract. As Toray completes purchases of the Products, it receives a partial credit towards the Products' purchase price on account of the Advance Payment, which results in a corresponding reduction in the Advance Payment amount. According to Ms. Labovitz, the Supply Contract provides that Solutia is entitled to earn the full amount of the Advance Payment by performing its obligations under the contract. The Supply Contract further provides that Toray is entitled to a refund of or credit against the Advance Payment only in the event of a force majeure or the termination of the Supply Contract by Toray under certain instances, like a material breach of the contract by Solutia. Letter of Credit To assure Toray of Solutia's financial ability to refund the Advance Payment if it were required to do so under the Supply Contract, the Supply Contract requires Solutia to provide Toray with a letter of credit or other reasonable security if Solutia's credit rating, as determined by Moody's Investors Service, Inc., is downgraded and remains below category "Baa2" for a period of 90 days or longer. Ms. Labovitz relates that, in early 2002, Solutia's credit rating was downgraded by Moody's below category "Baa2" and remained below that category for more than 90 days. At Toray's request, on August 23, 2002, Solutia established letter of credit number NY-00928-30033349 with Citibank, N.A., for $34,500,000. The Letter of Credit was subsequently reduced to $26,900,000 on account of purchases of the Products Toray already made and in contemplation of Toray's future purchases projection. As a result, the Letter of Credit, when it was reduced, did not secure the full amount of the Advance Payment. Notwithstanding that the Letter of Credit was issued to secure Solutia's obligations under the Supply Contract to return the Advance Payment and that the Supply Contract does not allow for the Advance Payment return upon a bankruptcy filing, the Letter of Credit provided that the funds would be available to Toray upon presentation to Citibank of a document evidencing Solutia's filing of a voluntary petition in any United States bankruptcy court. On January 9, 2004, Toray drew upon the Letter of Credit as a result of Solutia's Chapter 11 filing and received $26,900,000 from Citibank. Toray's draw upon the Letter of Credit created a dispute between the parties regarding their continuing obligations under the Supply Contract. Ms. Labovitz reports that the parties disagreed as to whether Toray breached the Supply Contract by drawing on the Letter of Credit and whether Toray was entitled to retain the Letter of Credit Proceeds. Shortly after Toray's draw on the Letter of Credit, Solutia and Toray sought to develop an agreement to continue doing business under the Supply Contract. The parties have continued to do business under the Supply Contract by offsetting Toray's amounts due for goods supplied by Solutia against the portion of the Advance Payment that was not secured by the Letter of Credit. However, that portion of the Advance Payment will likely be depleted in July 2004. Solutia and Toray conducted arm's-length negotiations with regard to restoring Solutia to the position it had previously held with regard to the Advance Payment and returning the Letter of Credit Proceeds on conditions that would provide assurance to Toray of Solutia's continued performance under the Supply Contract. Proposed Amended Agreement Solutia and Toray have agreed to amend the Supply Contract, to provide that an escrow account will be established with JP Morgan Chase Bank into which Toray will deposit the Letter of Credit Proceeds. Under the Amendment Agreement, the escrowed funds will be deemed to replace the Advance Payment under the Supply Contract. During the term of the Escrow Agreement, Toray, through companies that act as its purchasing agents, will pay Solutia in full for each shipment of the Products and may seek reimbursement from the escrowed funds on a semi-monthly basis in an amount equal to the amount of the Advance Payment credit that Toray otherwise would have received prior to the amendment of the Supply Contract. In addition, the Escrow Agreement provides that JP Morgan will invest the escrowed funds and pay all earnings derived from it to Solutia from time to time upon Solutia's request. The Escrow Agreement may be terminated and the escrowed funds may be distributed to either Solutia or Toray under circumstances like: (a) the conversion of Solutia's Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code; (b) the appointment of a bankruptcy trustee and the failure of Solutia to sell the Products to Toray under the Supply Contract; and (c) a material default by either party under the Supply Contract. According to Ms. Labovitz, the Escrow Agreement may also be terminated after confirmation of Solutia's Chapter 11 reorganization plan if Solutia's credit rating, as determined by Moody's, rises to a rating of "Baa2" or higher, in which case the funds in the escrow account will be distributed to Solutia and will regain the status of the Advance Payment under the Supply Contract. If, after a termination of the Escrow Agreement following confirmation of Solutia's reorganization plan, Moody's subsequently downgrades Solutia's credit rating below category "Baa2" for a period of 90 days or more, then Solutia may be required to either provide Toray with an irrevocable stand-by letter of credit or an escrow arrangement similar to that of the Escrow Agreement in the amount of the balance of the Advance Payment at that time. The Escrow Agreement provides that the fees payable to the escrow agent are $1,000 upon execution of the agreement and $1,000 annually plus the reasonable fees and expenses incurred by the escrow agent. The Escrow Agreement also provides that Toray and Solutia will jointly and severally indemnify the escrow agent and its directors, officers, agents and employees from all loss, liability, or expense arising out of or in connection with the escrow agent's performance of the Escrow Agreement or its following any instructions from Toray or Solutia. Accordingly, Solutia asks the Court to approve the Amendment Agreement to resolve its claims to the Letter of Credit Proceeds. Solutia also seeks the Court's authority to execute and deliver the documents necessary to implement the Amendment Agreement, including the Escrow Agreement. Ms. Labovitz contends that the Amendment Agreement and the accompanying Escrow Agreement are beneficial to Solutia's estate because they will: (a) permit Solutia to continue selling the Products to Toray under the Supply Contract; (b) permit Solutia to realize earnings from the Letter of Credit Proceeds once they are placed in escrow; (c) increase Solutia's liquidity by establishing an escrow as security to return the Advance Payment rather securing the Advance Payment by means of a letter of credit; and (d) permit Solutia to reduce substantially its costs in providing security to return the Advance Payment to Toray. Ms. Labovitz adds that the Escrow Agent's fees under the Escrow Agreement would cost less than a replacement letter of credit, which would cost Solutia about $600,000 per year. The Amendment Agreement will help preserve Solutia's ongoing business relationship with Toray while avoiding the uncertainty, time and additional expense that would necessarily be involved if Solutia litigated its claims against Toray relating to the Letter of Credit Proceeds and the issue of whether Toray breached the Supply Contract by drawing upon the Letter of Credit. Headquartered in St. Louis, Missouri, Solutia, Inc. -- http://www.solutia.com/-- with its subsidiaries, make and sell a variety of high-performance chemical-based materials used in a broad range of consumer and industrial applications. The Company filed for chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Company filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. (Solutia Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000) STELCO INC: Monitor Ernst & Young Releases Fifth Report ------------------------------------------------------- Stelco Inc. (TSX: STE) announced that the Fifth Report of the Monitor was issued and filed by Ernst & Young Inc. on June 11, 2004 and will be available through a link provided on Stelco's Web site. The Report provides an update on several developments surrounding the Company's Court-supervised restructuring under the Companies' Creditors Arrangement Act since the tabling of the Fourth Report of the Monitor on May 19, 2004. Stakeholder discussions On May 27, 2004 the Court directed that counsel for the unions, the Company, the Monitor and any other interested stakeholders sit down to discuss the best means of engaging in meaningful discussions on the restructuring and other matters. The Monitor has reported that, despite extensive negotiations, the Company and the USWA Locals have been unable to agree upon such a process. General Motors motion General Motors' is one of the Company's largest customers. On June 10, 2004, GM indicated that it would seek the Court's permission to terminate its supply arrangements with Stelco's Lake Erie facility effective July 31, 2004. GM cited Stelco's inability to provide certainty of supply beyond the July 31, 2004 expiry of the collective agreement at Lake Erie plus the extended lead time needed to secure steel from alternative sources as the reasons underlying this action. The motion is scheduled to be heard today. The Monitor stated that the loss of a customer of this size would have a destabilizing effect on the Company and its operations. Well in excess of 50 per cent of Lake Erie's production is sold to customers in the automotive sector. The Monitor noted that the loss of the GM business and the potential of further losses of other automotive customers would damage the Company's efforts to expand its automotive business. Ministry of Labour motion In response to a request by USWA Local 8782 for the appointment of a Conciliation Officer, the Ontario Ministry of Labour brought a motion seeking the Court's direction regarding the Ministry's ability to appoint a Conciliation Officer. That motion is scheduled to be heard today. Stelco motion The Monitor reported that the Company, in response to the General Motors and Ministry of Labour motions, has brought its own motion seeking an Order granting leave to the Ministry of Labour to appoint a Special Officer under the Labour Relations Act if the Minister considers that it will promote harmonious industrial relations between the parties. That Officer would confer with the parties to assist them in an examination of their current relationship or the resolution of anticipated bargaining problems. This motion, too, is scheduled to be heard today. The Monitor's views on these motions The Monitor observed that CCAA proceedings are designed to establish and maintain the stability of the Applicants to afford them an opportunity to restructure. The retention of the Applicants' customer base is a key component of the business plan which underlies the restructuring effort and is essential to ensure the long-term viability of the Applicants. The Monitor stated the view that the relief sought by the Company represents the most effective balancing of interests of all stakeholders in that it will promote ongoing dialogue between Stelco and the unions with the assistance of a third party officer appointed under the Labour Relations Act. About Stelco Stelco is the largest steel producer in Canada, with both integrated and minimill production of rolled and manufactured steel products at multiple production sites. In 2000, Stelco shipped 4.7 million tons of steel, about one-quarter of Canadian consumption. The company has a broad product mix with an above- average amount of value-added. Stelco serves diverse markets but has high exposure to the auto industry, which represents about 40% of sales. The company has a competitive cost position in hot rolled sheet, particularly at its Lake Erie plant, and in bar products at its two minimills, and an average cost structure in other product lines produced at Hilton Works. Stelco has invested more than CDN$800 million since 1997 in its facilities to increase capacity, reduce costs, and improve operating efficiency and overall profitability. This is expected to result in higher operating margins in the future. STELCO INC: Welcomes Court Decision on Mediator's Appointment ------------------------------------------------------------- Stelco Inc. (TSX: STE) has commented on the decision issued Monday afternoon by Mr. Justice Farley of the Ontario Superior Court of Justice. The Court has granted leave to the Minister of Labour to appoint the Hon. George Adams as a conciliator and as a special officer under the provisions of the Labour Relations Act. Upon such appointment Mr. Adams would also take up his appointment as an officer of the Court under the Company's CCAA restructuring proceedings. Mr. Adams is a highly-regarded mediator and arbitrator, former Superior Court Judge, former Chair of the Ontario Labour Relations Board, law professor and counsel. The Court also accepted the position that the USWA Locals will provide 90-days effective notice to the Court and the other stakeholders before any proposed work stoppage. Courtney Pratt, Stelco's President and Chief Executive Officer, said, "We believe this is a fair and reasonable decision that can benefit all stakeholders. It provides a neutral third party to assist not only in facilitating meaningful discussions, but in all matters regarding the restructuring process. And we believe the 90-day notice of any potential work stoppage provides our suppliers and customers with the certainty they want, and the Company with the stability it needs. "We welcome the appointment of Mr. Adams and look forward to meeting with him as soon as he is available. Our goal is to pursue meaningful discussions involving all stakeholders, to move towards our shared goal of a successful restructuring, and to help Stelco emerge from this process as a viable and competitive steel producer." Stelco is the largest steel producer in Canada, with both integrated and minimill production of rolled and manufactured steel products at multiple production sites. In 2000, Stelco shipped 4.7 million tons of steel, about one-quarter of Canadian consumption. The company has a broad product mix with an above- average amount of value-added. Stelco serves diverse markets but has high exposure to the auto industry, which represents about 40% of sales. The company has a competitive cost position in hot rolled sheet, particularly at its Lake Erie plant, and in bar products at its two minimills, and an average cost structure in other product lines produced at Hilton Works. Stelco has invested more than CDN$800 million since 1997 in its facilities to increase capacity, reduce costs, and improve operating efficiency and overall profitability. This is expected to result in higher operating margins in the future. TANGO INC: Adds Award-Winning Ron Ransom to Art Department ---------------------------------------------------------- Tango Incorporated (OTCBB:TNGO) announced the addition of Ron Ransom to its art department. "We have built a top notch art department that is creating a buzz in the industry. As our art department continues to gain exposure, additional revenue opportunities will be presented and we are confident that the Tango brand will be established as a national player in the fashion industry," said Todd Violette, Chairman and COO. The addition of Ron Ransom confirms Tango Pacific's commitment to establishing the best screen art department anywhere in the country. The Tango Pacific art team's staff of seven artists includes artists that have won various awards. Ransom's achievements include winning The Golden Squeegee, the industry's recognition for the best screen artist in its category. About Tango Tango Incorporated -- whose January 31, 2004 balance sheet shows a stockholders' deficit of $1,053,342 -- is a leading garment manufacturing and distribution company, with a goal of becoming a dominant leader in the industry. Tango pursues opportunities, both domestically and internationally. Tango provides major branded apparel the ability to produce the highest quality merchandise, while protecting the integrity of their brand. Tango serves as a trusted ally, providing them with quality production and on time delivery, with maximum efficiency and reliability. Tango becomes a business partner by providing economic solutions for development of their brand. Tango provides a work environment that is rewarding to its employees and at the same time having aggressive plan for growth. Tango is currently producing for many major brands, including Nike, Nike Jordan and Chaps Ralph Lauren. Go to http://www.tangopacific.com/for more information. THERMACLIME INC: S&P Assigns B- Rating to Corporate Credit ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' corporate credit rating to chemicals and climate control products manufacturer ThermaClime Inc. In addition, Standard & Poor's assigned its 'B' rating to a proposed $42 million offering of first-priority senior secured floating-rate notes due 2011 and its 'CCC' rating to a proposed $38 million offering of second-priority senior secured notes due 2011. Ratings are based on preliminary terms and conditions. The outlook is stable. The 'B' rating on the first-priority senior secured notes reflects a strong likelihood of full recovery. The notes are secured by a first lien on property, plant and equipment, and a second lien on all other assets. The second lien should provide some residual value, as there is a relatively small amount of priority debt ahead of the notes. A proposed $15 million working capital facility will have a first lien on these other assets. The 'CCC' rating on the second-priority notes reflects their disadvantaged position in the capital structure relative to the working capital facility and the first-priority notes. The second- priority notes are secured by the same assets as the first- priority notes, but with a contractually subordinated lien on those assets. Proceeds from the notes will be used to refinance existing debt. "The ratings on Oklahoma City, Oklahoma-based ThermaClime reflect its very aggressive financial profile characterized by high debt leverage, an aggressive financial policy, thin free cash flow, exposure to interest rates, and limited liquidity," said Standard & Poor's credit analyst Dominick D'Ascoli. Ratings also reflect a well-below-average business position that includes exposure to highly cyclical end markets, volatile raw- material costs, customer concentration risk, and a modest financial base. ThermaClime, which is owned by LSB Industries Inc., a public company, operates two distinct business segments-chemicals and climate control, which account for about 62% and 38% of 2003 sales, respectively. The chemicals business produces nitrogen- based products, including fertilizers, blasting-grade ammonium nitrate, and industrial acids, while the climate control business manufactures hydronic fan coils, water source heat pumps, and custom air handlers. THOUSAND OAKS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Thousand Oaks Suites, LLC dba Comfort Suites fka Thousand Oaks Best Suites, LLC 2575 Thousand Oaks Cove Memphis, Tennessee 38118 Bankruptcy Case No.: 04-28798 Type of Business: The Debtor operates a motel. Chapter 11 Petition Date: June 8, 2004 Court: Western District of Tennessee (Memphis) Judge: Jennie D. Latta Debtor's Counsel: Ellen B. Vergos, Esq. Apperson Crump & Maxwell, PLC 6000 Poplar Avenue, Suite 400 Memphis, TN 38119-3972 Tel: 901-260-5131 Total Assets: $4,370,392 Total Debts: $4,650,415 Debtor's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Banterra Bank Location: 2575 $3,659,730 506 N. Victor St. Thousand Oaks Christopher, IL 62822 Cove, Memphis TN Secured Value: $3,500,000 City of Memphis Real Estate Taxes, $256,665 125 North Main St., Room 375 penalty and interest Memphis, TN 38103 Bob Patterson, Trustee Real Estate Taxes, $236,469 Penalties and Interest Tennessee Department of Sales Tax $57,926 Revenue Tennessee Department of Franchise and $42,626 Revenue Excise Tax, penalties and interest Shelby County Clerk Sales Tax $26,383 City of Memphis Sales Tax $15,223 Zoccola & Associates accounting services $13,192 Guest Distribution Trade debt $8,233 Maintenance Warehouse Trade debt $7,379 Chandler's Lawn Service Trade debt $6,538 Hatchett Hospitality Trade debt $4,073 Courtesy Consultants Trade debt $3,714 Otis Elevator Trade debt $3,399 R & J Business Telephone Trade debt $3,143 Star Linen Trade debt $1,597 Mid-South Products Trade debt $1,044 H. W. Baker Linen Trade debt $982 Southeastern Telecom Trade debt $774 Casco Pay Phones Trade debt $700 THREE JACK INC: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Three Jack, Inc. 4302 College Main Bryan, Texas 77801 Bankruptcy Case No.: 04-37861 Type of Business: The Debtor provides engineering and support services. Chapter 11 Petition Date: June 1, 2004 Court: Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Calvin C. Braun, Esq. 8100 Washington Avenue, Suite 120 Houston, TX 77007 Tel: 713-880-3366 Fax: 713-880-3225 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 7 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Greg and Michelle Jarvie Loan Agreement $75,000 Gerald L. Winn Property taxes $1,062 National Water & Power Utility Service $288 Office Depot Misc. goods and $93 services WUC, Inc. Misc. Business Debt $87 Quill Misc. goods and $22 services Winters Dist. Co. Inc. Misc. goods and $11 services UAL: Wants to Extend Exclusive Time to File Plan to September 30 ---------------------------------------------------------------- The UAL Corp. Debtors ask Judge Wedoff to extend their exclusive periods to file a Chapter 11 plan of reorganization through September 30, 2004, and to solicit acceptances of that plan through November 30, 2004. James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that during the course of their Chapter 11 proceedings, the Debtors have transformed their cost structure while "delivering operational excellence." The Debtors have achieved approximately $2,500,000,000 in annual labor cost reductions and productivity improvements. The Debtors are working towards a settlement with the Chapman Group. However, it is unclear whether the parties will finalize an agreement and seek Court approval prior to a decision from the Air Transportation Stabilization Board on exit financing. Mr. Sprayregen says that it would be unwise to prematurely commence the plan confirmation process with so many variables unresolved. Because the Debtors do not have control over the timing of the ATSB's decision on the loan guarantee application, an exact timetable for the Debtors' emergence from Chapter 11 is impossible. The Debtors, however, expect to initiate the plan confirmation process this Fall. Headquartered in Chicago, Illinois, UAL Corporation -- http://www.united.com/-- through United Air Lines, Inc., is the holding company for United Airlines -- the world's second largest air carrier. the Company filed for chapter 11 protection on December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed $24,190,000,000 in assets and $22,787,000,000 in debts. (United Airlines Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000) UTI CORPORATION: S&P Rates Corporate Credit & Bank Loan at B+ ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to medical-device contract manufacturer UTI Corp. It also assigned its 'B+' bank loan rating and '3' recovery rating to UTI's proposed $40 million senior secured five-year revolving credit facility due in 2009 and to a $174 million senior secured six-year bank term amortizing loan B due in 2010. In addition, Standard & Poor's assigned its 'B-' debt rating to UTI's proposed $190 million senior subordinated notes due in 2014. Proceeds from these financings are expected to be used to fund the company's net-of-cash $230 million acquisition of medical device maker MedSource Technologies Inc., to refinance existing debt, and to fund a minor dividend to one of UTI's two financial sponsors. Both the bank debt and the subordinated notes will be issued by Medical Device Manufacturing Inc., a wholly owned subsidiary of the parent holding company and guarantor, UTI. Pro forma for the proposed debt, the Collegeville, Penn.-based UTI will have about $364 million of debt outstanding. The outlook is positive. UTI is a contract manufacturer that provides design and engineering services, precision component manufacturing, device assembly, and supply chain management services for major medical device manufacturers in the cardiovascular, endoscopic, and orthopedic fields. A successful and low-cost outsourcer such as UTI can be of particular value to large manufacturers who wish to minimize the costs associated with making devices and components that have reached a mature or commodified stage. An experienced contract manufacturer is also of considerable value to smaller device firms that lack the engineering skills, production capacity, and technical know-how to efficiently produce their innovations. UTI also has a comparatively small business making precision components for the aerospace, auto, electronics, and telecommunications industries. The privately owned company's pending acquisition of rival device- maker MedSource Technologies Inc., a public company, will create one of the larger medical-device contract manufacturers in the U.S. and more than double its annual sales base, to about $350 million. The companies' operations are complementary: Whereas UTI supplies parts for stent delivery systems to Boston Scientific Corp. and Johnson & Johnson, MedSource makes components for Medtronic Inc. pacemakers. MedSource is stronger in electro- medical and orthopedic products, while UTI has a lower-cost manufacturing platform in Mexico. The transaction is expected to close in the summer of 2004. "UTI's ratings reflect its position as a leading but small participant in the fragmented medical device contract manufacturing business and the challenges the highly leveraged firm could face in integrating two similar-sized businesses that have themselves been formed from numerous other business combinations," said Standard & Poor's credit analyst Jill Unferth. Though the company faces substantial risks related to the doubling of its business, it also claims several advantages: It participates in three fast-growing areas of the medical device industry, and it has a relatively limited exposure to technology and obsolescence risks. The company is also in the position to defend its strong and diverse base of top-tier customers, as there are considerable competitive barriers to entry into the market and because switching costs can be considerable for these customers once a successful contract manufacturing relationship with UTI is established. VARI-L CO: Will Make Final Distribution Out of Asset Sale Proceeds ------------------------------------------------------------------ VL Dissolution Corporation (Pink Sheets: VLDS) announced that VL Dissolution's board of directors has authorized the final distribution to its shareholders out of the proceeds of the sale of substantially all of its assets to Sirenza Microdevices, Inc. (Nasdaq: SMDI). VL Dissolution plans to distribute to each shareholder of record as of June 18, 2004 0.137072 shares of Sirenza's common stock and $0.159 cash for each share of VL Dissolution common stock held as of such record date. If the distribution rate of Sirenza stock would result in the issuance of a fractional share, the company will issue in lieu of such fractional share a check in an amount equal to the product of such fraction multiplied by the market value of the Sirenza stock as of the day the fractional share is sold, minus selling expenses. The shares are expected to be distributed by Sirenza's transfer agent by June 28, 2004 with the checks to be distributed shortly thereafter. The Ex-Dividend Date of VL Dissolution's common stock has been set at June 29, 2004. In connection with the distribution, however, the Board of Directors of VL Dissolution has approved the closing of the stock transfer books of the company as of June 28, 2004, the date on which the final distribution will be made to the company's shareholders. Accordingly, no transfer of shares of VL Dissolution common stock after such date will be registered on the company's stock transfer books or otherwise recognized by the Company. Trades made prior to June 28, 2004 will be processed normally by the transfer agent for the common stock of VL Dissolution Corporation. As such, every investor who holds shares of VL Dissolution's common stock on June 28, 2004 will be entitled to receive the proceeds of the final distribution. The Board of Directors of VL Dissolution has also approved the filing of a Form 15 with the Securities and Exchange Commission, pursuant to which its duty to file reports required under Section 13(a) of the Securities Exchange Act of 1934, as amended, will be immediately suspended, and its duty to file reports required under Section 15(d) of the Exchange Act will be suspended as of June 30, 2004, the end of the VL Dissolution's fiscal year. VL Dissolution expects to file the Form 15 on June 28, 2004, the day of the distribution. About VL Dissolution Corporation On May 5, 2003, VL Dissolution formerly Vari-L Company, Inc., sold substantially all of its assets to Sirenza for cash and Sirenza common stock, and is currently engaged in the process of orderly liquidation of its remaining assets, the winding up of its business and operations, and the dissolution of the company. WEIRTON STEEL: Caterpillar Wants Stay Modified To Recover Loaders ----------------------------------------------------------------- On July 13, 1992, Caterpillar Financial Services Corporation and the Weirton Steel Corporation Debtors entered into a CAT Master Tax Lease wherein Caterpillar agreed to acquire and lease to the Debtors certain equipment from time to time. Pursuant to the CAT Master Tax Lease, Caterpillar acquired and leased to the Debtors on January 21, 2000, a Caterpillar 990 Wheel Loader. The total price of the 990 Loader was $986,088 and the lease payments were $19,229 per month for a period of 48 months. While the Debtors have the option to purchase the 990 Loader for $241,398 at the end of the Lease term, they did not timely exercise the purchase option. The lease for the 990 Loader expired on January 21, 2004. However, the Debtors remain in possession of the 990 Loader. Pursuant to the CAT Master Tax Lease, Caterpillar also acquired and leased to the Debtors on January 21, 2000, a Caterpillar 938F Wheel Loader. The total price of the 938F Loader was $42,234 and the lease payments were $590 per month for a period of 36 months, with the Debtors having the option to purchase the 938F Loader for $25,847 at the end of the lease term. The Debtors did not exercise the purchase option but renewed the lease for the 938F Loader for an additional 12 months, at the rate of $500 per month in accordance with a Lease Renewal Agreement. The Lease Renewal Agreement expired on January 21, 2004 and the 938F Loader still remains in the Debtors' possession. According to William F. Dobbs, Jr., at Jackson Kelly, in Charleston, West Virginia, notwithstanding that the Debtors have remained in possession of the Loaders, and continue to use the Loaders, the Debtors have made no payments on the 990 Loader since December 15, 2003, and on the 938F Loader since December 5, 2003. Lease payments on the 990 Loader are due for December 21, 2003 to date, and on the 938F Loader for October 21, 2003 to date. Mr. Dobbs contends that Caterpillar's interest in the Loaders is not adequately protected because the Debtors are using the Loaders and not paying for their use. Furthermore, the Debtors have no equity in the Loaders and the Loaders are unnecessary to effect a reorganization because the Debtors will have no operations after the sale of their operating assets to a subsidiary of International Steel Group, Inc. Accordingly, Caterpillar asks the Court to: (a) modify the automatic stay so it may take possession of the Loaders and exercise its foreclosure, recovery, sale and other rights in the Loaders pursuant to the terms of its lease documents and applicable law; and (b) require the Debtors to relinquish possession of the Loaders. (Weirton Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000) WHISTLER: Commences Formal Review After Berlin Stock Delisting -------------------------------------------------------------- Whistler Investments Inc. subsidiaries, R-Electric Car Company, Global Electric Corporation, and Solium Power Corp announced that as previously communicated to stockholders concerning the unauthorized listing of Whistler's common stock on the Berlin Stock Exchange, we took steps to delist our stock from that exchange, and advised our stockholders that, because of the Berlin Stock Exchange's policy permitting "naked" short sales, to make sure that they received delivery of any stock they purchased. Following the delisting of our stock from the Berlin exchange, we had concerns about the potential aftermath of this unauthorized listing. We conducted our own investigation and as of June 2, 2004, have found the following: According to our transfer agent records, we have 5,504,680 shares held by DTC, but the ADP broker search indicates of 6,217,458 shares being reported by broker/dealers as being held on behalf of their customers, indicating a short position of more than 700,000 shares. A summary report can be viewed at http://www.whistlerinvestments.com/shorts.html We have therefore commenced work with DTC for a formal review of the reported excessive broker/dealer holdings of our stock so that we can conduct our corporate affairs properly in view of our planned stockholders meeting and other upcoming corporate matters. We again advise our stockholders make sure that they receive delivery of any shares that they purchase, and also that their stock is not being borrowed without authorization. Holly Roseberry, President of Whistler Investments states "We intend to get to the bottom of the excessive short position and bring stability back into the trading of our stock. We're happy to say that we have 5,133 stockholders and we expect all our stockholders to benefit from the shorters having to cover their short positions. About Whistler Whistler Investments, Inc. --http://www.whistlerinvestments.com/- - is emerging as a leader in the development and marketing of Lithium Ion vehicles and Lithium Ion powered products worldwide. Whistler believes our superior technology coupled with an aggressive marketing plan will establish our company on the world stage. With the global focus moving rapidly towards addressing pollution, the need for sustainable, zero emission energy is current. As legislation is dictating a move towards this type of energy, we foresee this industry as one of the fastest growing segments within the global economy. At January 31, 2004, the company's balance sheet shows a stockholders' deficit of $90,933 compared to a deficit of $403,584 at January 31,2003. * * * Going Concern Uncertainty In the Form 10-K for the fiscal year ended January 31, 2004, Whistler Investments, Inc. reports: "Since our incorporation, we have financed our operations almost exclusively through the sale of our common shares to investors. We expect to finance operations through the sale of equity in the foreseeable future as we do not receive revenue from our current business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms. "We have raised equity capital through issuances of common stock and debt. During the year ended January 31, 2004, we received proceeds of $589,500 from the exercise of stock options and $150,000 from the issuance of common stock. "At January 31, 2004, we had $169,428 cash on hand. Our ability to raise additional capital is affected by trends and uncertainties beyond our control. "Our current operating funds are less than necessary to complete the license payments to RV Systems for commercialization of products utilizing Lithium House portable power systems under the License Agreement, and therefore we will need to obtain additional financing in order to complete our business plan. Our business plan will require substantial additional financing in connection with the initial commercialization of the products under the License Agreement. We anticipate that our administrative costs and expenses to acquire the licenses from RV Systems, Inc. over the next 12-month period will be in excess of $2,000,000, if we secure rights to all licensed products. "We do not currently have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us. "Our auditors are of the opinion that our continuation as a going concern is in doubt. Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties." WORLDCOM INC: Provides Update on Certain Claim Settlements ---------------------------------------------------------- The Worldcom Inc. Debtors dispute 24 claims based on one or more of these reasons: (a) Insufficient documentation is attached to the claim to support the validity of the claim; (b) The claim does not qualify for priority treatment under Section 507(a) of the Bankruptcy Code; (c) The claim does not qualify for administrative expense claim status pursuant to Sections 507(a) and 503(b); (d) The claim fails to identify the alleged collateral securing the asserted debt, does not attach evidence that the alleged secured claim is properly perfected, and does not provide the value of the alleged collateral; (e) There is no enforceable agreement between the Debtors and the creditor; (f) The claim has been paid in full; (g) The creditor failed to fully or properly perform its obligations to the Debtors; (h) The creditor did not provide the services or goods claimed; (i) The creditor's claim is subject to the Debtors' offset; (j) The creditor's claim was not timely filed; (k) The Debtors dispute the claim amount; and (l) The Debtors' records do not indicate that any amount is owing to the creditor. Judge Gonzalez expunges and disallows these claims due to the Claimant's failure to respond to the Debtors' Objection: Claimant Claim No. -------- --------- Aspen Cleaning Corporation 25224 Cellxion, LLC 24086 Commonwealth of Massachusetts 31188 Designer Cellular 2058 EC Solutions 4187 Franklin Electrofluid Company, Inc. 20699 Golden Field Services, Inc. 23148 J. Wayne Poole, Inc. 3695 Lifecodes Corporation 3982 RMS Foundation Inc., d/b/a The Queen Mary 11822 Szmania, Curtis 11822 Szmania Enterprises 11820 Szmania Enterprises 11821 US World Call, Inc. 6851 Voda One Corp 6417 Virtua Memorial Hospital & Virtua Health 11466 The Cleveland Clinic Foundation 3176 The Debtors settle certain claims through separate letter agreements: (1) The Debtors allow Sunrise Credit Services, Inc.'s Claim No. 15648 as a Class 4 Claim for $40,000; (2) Waste Management, Inc.'s Claim No. 8428 is allowed as a Class 4 Claim for $27,172; (3) The Debtors allow Better Engineering Technologies, Inc.'s Claim No. 10458 as a Class 6 general unsecured claim for $126,373; and (4) EADS Telecom North America, formerly known as Intecom, Inc., and the Debtors agree that Claim No. 17939 will be allowed as a claim pertaining to one or more executory contracts assumed by the Debtors. The cure amount for the contract totals $434,337. General Services Administration, National Capital Region, withdraws Claim No. 22554 for $1,783,779, with prejudice. Iona Technologies, Inc., withdraws its opposition to the Debtors' objection to Claim No. 10331. The hearing on Epsilon Data Management, Inc.'s Claim No. 22493 for $1,888,157 is adjourned to July 13, 2004. Headquartered in Clinton, Mississippi, WorldCom, Inc., now known as MCI-- http://www.worldcom.com-- is a pre-eminent global communications provider, operating in more than 65 countries and maintaining one of the most expansive IP networks in the world. The Company filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y. Case No. 02-13532). On March 31, 2002, the Debtors listed $103,803,000,000 in assets and $45,897,000,000 in debts. On April 20, the company (WCOEQ, MCWEQ) formally emerged from U.S. Chapter 11 protection as MCI, Inc. This emergence signifies that MCI's plan of reorganization, confirmed on October 31, 2003, by the U. S. Bankruptcy Court for the Southern District of New York is now effective and the company has begun to distribute securities and cash to its creditors. (Worldcom Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service, Inc., 215/945-7000) XIGNUX S.A.: S&P Affirms Local & Foreign Currency Ratings at BB- ---------------------------------------------------------------- Standard & Poor's Rating Services affirmed its 'BB-' local and foreign currency corporate credit rating on Xignux S.A. de C.V. Standard & Poor's also affirmed the senior unsecured 'B+' ratings assigned to Xignux's notes due August 2004 and its notes due 2009. The outlook is negative. The ratings affirmation reflects the progress of Xignux's refinancing plan, particularly the successful exchange and issuance of new notes to meet the maturity of its notes due August 2004. The negative outlook reflects that the failure to successfully refinance the company's remaining debt maturities and to improve its key financial indicators could lead to a downgrade. "The ratings on Xignux reflect its high leverage, the cyclical nature of some of its end-markets, and increasing costs as a result of the strength of the Mexican peso in recent years," said Standard & Poor's credit analyst Jose Coballasi. "The ratings also consider Xignux's significant market-share positions, product diversity, and vertical integration. Its emphasis on high quality has attracted world-recognized joint-venture partners, providing Xignux, a diversified holding company, with low-cost access to state-of-the-art technology and enhancement of its export possibilities." Xignux is a diversified holding company whose subsidiaries manufacture a variety of products, mostly for industrial markets. The company sells auto parts, chemicals, food, cable, foundry, power, and distribution transformers. The outlook is negative. Failure to successfully refinance the company's remaining debt maturities and to improve the company's key financial indicators during the year could lead to a downgrade. The successful refinancing of the company's short-term debt maturities and an improvement in the company's key and financial measures during the year could lead to a stable outlook. XTREME COMPANIES: Sells New Fire-Rescue Jet Boat to Jackson County ------------------------------------------------------------------ Xtreme Companies, Inc. (OTC Bulletin Board: XTME) announced that it has sold a model FRJ-1250 Fire-Rescue Jet Boat to Jackson County Fire and Rescue Department in Marianna, Florida. The scheduled delivery date is August 2004. Jackson County's Chief Robby Brown stated, "Xtreme's Fire-Rescue boat is of great quality and design that offers EMS and fire- fighting capabilities in a small package which can maneuver anywhere on the water." Xtreme CEO Kevin Ryan stated, "The fact that the FRJ-1250 continues to prove its capabilities, was the primary basis for this opportunity with Jackson County Fire and Rescue Department. It is extremely encouraging that we are now beginning to gain traction from our recent extensive marketing efforts." He added, "Additionally, under The Assistance to Firefighters Grant Program (AFGP), administered by the Department of Homeland Security's Office for Domestic Preparedness, we assisted over 40 fire and rescue departments nationwide in submitting their applications for funding of fire & rescue boats. We remain optimistic about our chances for success because this year fireboats have been elevated to Priority One Status as compared with last year when fire boats were classified under Priority Four Status. We expect shortly to begin hearing on the results of these applications." The AFPG assists rural, urban and suburban fire departments throughout the United States. Through the Department of Homeland Security Appropriations Act of 2004, Congress provided $750 million for the Assistance to Firefighters Grant Program and transferred administration of the program from FEMA to ODP. The FRJ-1250 is ideal for shallow water rescues, pier fires, shore fires, or structure fires near the water. It is remarkably maneuverable, turning quickly in its own footprint, and it operates at higher speeds than other currently available fireboats. Its maneuverability and performance generates highly desirable rapid response time, and it can also be used to fill the water tanks of traditional fire trucks near a shoreline. The boat can hold up to five firefighters at a time. The boat is small enough that it can be moved easily on a trailer behind an SUV. One firefighter can easily deploy, operate, and recover the boat. It can also be equipped with a specialized foam dispensing system for chemical fires. About the Office for Domestic Preparedness On March 1, 2003, the Office for Domestic Preparedness became a part of the Department of Homeland Security. The Homeland Security Act of 2002 (Public Law 107-296) designated ODP as the principal Federal agency responsible for the preparedness of the United States for acts of terrorism, including coordinating preparedness efforts at the Federal level, and working with all State, local, tribal, parish, and private sector emergency response providers on all matters pertaining to combating terrorism, including training, exercises, and equipment support. To support this mission, ODP administers a number of programs that provide a wide-array of support to our nation's emergency preparedness and response community. For more information on ODP, please contact the Website at http://www.ojp.usdoj.gov/odp/ About Xtreme Companies, Inc. Xtreme Companies, Inc. is engaged in manufacturing and marketing of mission-specific fire and rescue boats used in emergency, surveillance and defense deployments. The boats have been marketed and sold directly to fire and police departments, the U.S. Military and coastal port authorities throughout the United States. For additional information about Xtreme Companies, Inc. please visit http://www.xtremecos.com/The Company's public financial information and filings can be viewed at http://www.sec.gov/ At March 31,2004, Xtreme Companies' balance sheet shows a stockholders' deficit of $643,474 compared to a deficit of $739,249 at December 31, 2003. * David Blea & Ada Clapp Join Brown Rudnick's New York Office ------------------------------------------------------------- Brown Rudnick Berlack Israels, a premier international law firm, announced that David Blea, former Partner at Morgan Lewis, and Ada Clapp, former Special Counsel at Schulte Roth & Zabel, LLP, have joined the firm in the New York office. The additions of Mr. Blea and Ms. Clapp are part of Brown Rudnick's strategy to continue its expansion in New York and further extend the firm's integrated slate of sophisticated services to a global client base. David Blea joins Brown Rudnick's Corporate & Securities team, with a practice focus on handling transactional matters for industry leaders and institutional investors. With more than 20 years of experience in corporate finance and mergers & acquisitions, Mr. Blea oversees the structuring and negotiation of leveraged acquisitions, strategic equity investments, divestitures, debt financings, recapitalizations and restructurings across a wide array of industries. "Brown Rudnick demonstrates strong leadership, with a clear vision for the firm's future," comments Mr. Blea. "Also evident is the firm's commitment to expand within the New York legal market, and the attorneys' collaborative efforts in establishing and developing client relationships. This is an exciting opportunity for me." Ada Clapp is a new partner in Brown Rudnick's Trusts & Estates Group. She counsels high net-worth individuals, professional fiduciaries and multi-generation family offices on matters involving comprehensive wealth management, tax planning, the planning and administration of complex trusts and estates, charitable giving and business succession planning. Prior to joining Brown Rudnick, Ms. Clapp was Special Counsel at Schulte Roth & Zabel. She, too, finds "focused leadership" at Brown Rudnick, as well as a "sophisticated client base, active networks, and an ideal environment to grow a successful practice." "Our 2002 merger with Berlack, Israels & Liberman laid the foundation of our growing New York office," explained Joseph Ryan, CEO of Brown Rudnick. "The decisions by David and Ada to join our team in New York clearly advance our plans to broaden our presence in the metro area. The integration of their practices and experience are crucial elements of the overall growth strategy." The additions of Mr. Blea and Ms. Clapp follow Brown Rudnick's April announcement of the opening of the firm's office in Washington, DC, where new Principals and senior Capitol Hill advocates Michael Lewan and Doyce Boesch extend Brown Rudnick's political and geographic reach. About Brown Rudnick Berlack Israels LLP Brown Rudnick is a full-service, international law firm with offices in the United States and Europe. The firm's 200 attorneys provide representation across key areas of the law: Bankruptcy & Corporate Restructuring, Corporate Finance, Project and Structured Finance, Corporate & Securities, Energy, Intellectual Property, Government Law & Strategies, Health Care, Real Estate, Complex Litigation and Trusts & Estates. Combining a dedication to excellence with the implementation of sophisticated technologies, Brown Rudnick provides its clients with a breadth and depth of expertise uniquely suited to their legal needs. The Brown Rudnick Center for the Public Interest is a measure of the Firm's strong commitment to the community and serves as an umbrella entity to encompass all of the Firm's pro bono legal work, charitable giving, community involvement and public interest efforts. * Texas Magazine Recognizes 22 Winstead Attorneys as Rising Stars ----------------------------------------------------------------- The stars at night, are big and bright, deep in the heart of Winstead. Winstead Sechrest & Minick P.C. announced that in the July issue of Texas Monthly magazine, 22 Winstead attorneys will be recognized as some of Texas's Rising Stars in the legal industry. Nominated by the honorees of the magazine's 2003 Texas Super Lawyers, the first annual list recognizes those Texas attorneys who are up-and-coming attorneys that are 40 years old or younger, or have been in practice 10 or fewer years. "This prestigious recognition serves as a testament to the talent of our attorneys, their commitment to advancing the legal profession and, most importantly, their constant drive to deliver the highest quality service to our clients," said W. Mike Baggett, Winstead's Chairman and CEO. "We are honored that 22 of our attorneys were chosen to be named as Texas Monthly's 2004 Rising Stars and we are proud to have them as part of the Winstead team." In order to select the winners, the publishers of Texas Monthly and Law & Politics magazines sent nomination ballots to those Texas attorneys who were honored as Texas Monthly's 2003 Texas Super Lawyers. These lawyers were asked to nominate those attorneys they believed represented some of the best in Texas, based on first-hand knowledge. The following are the 22 Winstead attorneys, by office location and area of practice, who were recognized: Austin -- David M. Hugin - Litigation -- G. Stewart Whitehead - Litigation Dallas -- Michael F. Alessio - Real Estate -- Lou Ann Brunenn - Banking & Credit Transactions -- Donald F. Campbell - Litigation -- Jeffrey D. Carruth - Bankruptcy/Business Restructuring -- T. Andrew Dow - Real Estate -- Randall W. Fickel - ERISA/Employee Benefits -- Derek L. Fletcher - Wealth Preservation -- Robert F. Friedman - Labor & Employment -- Bradley M. Gordon - Litigation -- M. Brenk Johnson - Labor & Employment -- Phillip L. Lamberson - Bankruptcy/Business Restructuring -- Richard C. Leucht II - Banking & Credit Transactions -- Joel W. Reese - Litigation -- Emeline Yang - Banking & Credit Transactions Fort Worth -- David F. Johnson - Appellate, Litigation Houston -- Yasmin I. Atasi - Litigation -- John H. McFarland - Litigation -- Ricardo Garcia-Moreno - Corporate & Securities, Sports & Entertainment -- Teresa L. Schneider - Litigation -- Brian M. Steger - Labor & Employment Winstead Sechrest & Minick is among the largest business law firms in Texas with more than 300 attorneys and 29 practice areas. Winstead has offices in Austin, Dallas, Fort Worth, Houston, San Antonio, and The Woodlands, Texas, Washington D.C., and Mexico City. For detailed information about the firm, visit http://www.winstead.com/ * * * As reported in the Troubled Company Reporter's April 23, 2004 edition, Standard & Poor's Rating Services placed its ratings for Woodland Hills, California-based-WMC Finance Co., including the company's 'B' counterparty credit and 'B-' senior unsecured debt ratings, on CreditWatch with positive implications. "The CreditWatch placement follows GE Consumer Finance's announcement that it plans to acquire WMC Finance Co," said Standard & Poor's credit analyst Steven Picarillo. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- June 10-12, 2004 ALI-ABA Chapter 11 Business Reorganizations Omni Hotel, San Francisco Contact: 1-800-CLE-NEWS; http://www.ali-aba.org June 14-15, 2004 TURNAROUND MANAGEMENT ASSOCIATION 2004 Advanced Education Workshop Toronto Univesity, Toronto Canada Contact: 312-578-6900 or www.turnaround.org June 24-25, 2004 BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT The Seventh Annual Conference on Corporate Reorganizations Successful Strategies for Restructuring Troubled Companies 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 9-10, 2004 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION IWIRC Annual Fall Conference Nashville, TN Contact: 1-703-449-1316 or www.iwirc.com October 10-13, 2004 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES Seventy Seventh Annual Meeting Nashville, TN Contact: http://www.ncbj.org/ October 15-18, 2004 TURNAROUND MANAGEMENT ASSOCIATION 2004 Annual Convention Marriott Marquis, New York City Contact: 312-578-6900 or www.turnaround.org November 29-30, 2004 BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT The Eleventh Annual Conference on Distressed Investing Maximizing Profits in the Distressed Debt Market The Plaza Hotel - New York City 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 March 9-12, 2005 TURNAROUND MANAGEMENT ASSOCIATION 2005 Spring Conference JW Marriott Desert Ridge, Phoenix, AZ Contact: 312-578-6900 or www.turnaround.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 June 2-4, 2005 ALI-ABA Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities and Bankruptcy Omni Hotel, San Francisco Contact: 1-800-CLE-NEWS; http://www.ali-aba.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 October 19-23, 2005 TURNAROUND MANAGEMENT ASSOCIATION 2005 Annual Convention Chicago Hilton & Towers, Chicago Contact: 312-578-6900 or www.turnaround.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. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L. Metzler, Bernadette C. de Roda, Rizande B. Delos Santos, Paulo Jose A. Solana, Jazel P. Laureno, 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. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***