T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, January 6, 2005, Vol. 9, No. 4
Headlines
ADELPHIA COMMS: Has Until March 14 to Make Lease-Related Decisions
ALASKA COMMS: Plans to Refinance Debt with Equity Offering
ALOHA AIRGROUP: Taps Gelber Ingersoll as Bankruptcy Counsel
ALOHA AIRGROUP: Look for Bankruptcy Schedules by Mar. 15
ANECO ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
ANECO ELECTRICAL: Wants to Retain Stichter Riedel as Counsel
ANECO ELECTRICAL: Section 341(a) Meeting Slated for Feb. 4
APEX PLUMBING: Case Summary & 20 Largest Unsecured Creditors
ARTIFICIAL LIFE: Accelera Ventures Discloses 7.37% Equity Stake
ATA AIRLINES: Sec. 341 Meeting of Creditors Continued to Jan. 11
AVITAR INC: Losses & Deficits Trigger Going Concern Doubt
BEDROCK BOWLING LLC: Case Summary & 6 Largest Unsecured Creditors
CITATION CORP: Needs Until Jan. 28 to File a Chapter 11 Plan
CITATION CORP: Miller Buckfire Approved as Financial Advisor
CLARK GROUP: Charles W. Riske Approved as Liquidating Trustee
CURATIVE HEALTH: Inks Settlement Pact with Calif. Health Services
DEVLIEG BULLARD: Court Converts Case to Chapter 7 Proceeding
DOMTAR INC: Restructures Northeastern Ontario Sawmill Operations
DONNKENNY, INC.: CIT Credit Agreement in Default at Dec. 31
DPL CAPITAL: S&P Affirms B Ratings on Six Security Classes
FALCON PRODUCTS: Expects Inventory Write-Down of $20 Million Up
FRANKLIN CAPITAL: Asks Stockholders to Okay 2-for-1 Stock Split
FRIEDMAN'S INC: In Talks with Lenders to Amend Financial Covenants
GLEN CARTER EXCAVATING: Voluntary Chapter 11 Case Summary
HAPPY KIDS INC: Case Summary & 30 Largest Unsecured Creditors
INTEGRATED HEALTH: Briarwood Wants Stock Purchase Deal Completed
INTERSTATE GENERAL: Continuing Losses Prompt PCXE to Halt Trading
INT'L. FABRICATORS: Case Summary & 20 Largest Unsecured Creditors
LOEWEN GROUP: State Street Wants $224,705 Class 23 Claims Paid
LSI LOGIC: Raises 2004 Fourth Quarter Revenue & EPS Guidance
MANUFACTURED HOUSING: S&P's Rating on Class B-1 Debt Slides to D
MATRIA HEALTHCARE: Adopted Holding Company Structure on Dec. 31
MIRANT: Seeks Tolling Pacts for Two California Generating Units
MOOG INC: S&P Rates Proposed $120 Million Senior Sub. Notes at B+
NATIONAL CENTURY: Trust Objects to R. Parrett's $110 Mil. Claims
NEXTEL PARTNERS: Welcomes Art Harrigan to Board of Directors
NOTIFY TECHNOLOGY: Losses & Deficit Triggers Going Concern Doubt
NQL DRILLING: Appoints Pat Shouldice to Board of Directors
NRG ENERGY: Agrees to Settle Con Edison Claims for $5.8 Million
PAW INVESTMENTS: Voluntary Chapter 11 Case Summary
PEGASUS SATELLITE: Wants to Abandon Unsold Assets to Lenexa
PENN TRAFFIC: Names Robert Dimond VP & Chief Financial Officer
PRUDENTIAL SECURITIES: Moody's Rates Four Cert. Classes at Low-B
PSYCHIATRIC SOLUTIONS: S&P Revises Ratings Outlook to Stable
QUIGLEY COMPANY: Caplin & Drysdale Approved as Committee Counsel
RAYOVAC CORP: S&P Places Low-B Ratings on CreditWatch Negative
REI TRUST: Fitch Withdraws 'BB+' Rating on $375 Mil. 7.20% Trust
RELIANCE GROUP: Settles $2.8 Million Wrongful Death Action Claims
RITE AID: Offering $200 Million Senior Notes to Repay 2015 Notes
ROCKY MOUNTAIN: Receiver Initiates Distribution of Funds
SATCON TECHNOLOGY: Auditors Raise Going Concern Doubts
SENECA GAMING: S&P Revises Outlook on Low-B Ratings to Negative
SPIEGEL INC: Court Approves MBIA & BNY Claims Settlement
STELCO INC: Binding Offers Due by January 31, 2005
TEMBEC INC: Restructuring Five Sawmills in Northeastern Ontario
TEMBEC INC: Moody's Pares Ratings to B2 & Says Outlook is Stable
TEV INVESTMENT: List of its 11 Largest Unsecured Creditors
TORPEDO SPORTS: Symbol Returns to TPDO Following Filing of Reports
TOWER AUTOMOTIVE: Closes New $50 Million Securitization Facility
TUCSON ELECTRIC: Fitch Affirms Low-B Bond Ratings
UAL CORPORATION: Taps Pachulski Stang to Pursue Preference Actions
US AIRWAYS: 64% of Attendants Ratify $94 Million Cost-Savings Pact
US AIRWAYS: Creditors Committee Retains Giuliani Capital
W.R. GRACE: Asbestos PD Committee Objects to Disclosure Statement
W.R. GRACE: Future Representative Says Plan is Unconfirmable
WACHOVIA BANK: S&P Places Low-B Ratings on Six Certificate Classes
WARNER CHILCOTT: Moody's Junks $750M Senior Subordinated Notes
WARNER CHILCOTT: S&P Rates Proposed $1.64B Sr. Sec. Debt at B
* ABA Bench & Bar Bankruptcy Conference is in March in Washington
* Bob Iommazzo Joins NachmanHaysBrownstein as Managing Director
* Dewey Ballantine Elects Five Local Partners in European Offices
* Ropes & Gray Completes Merger to Create Largest IP Group
*********
ADELPHIA COMMS: Has Until March 14 to Make Lease-Related Decisions
------------------------------------------------------------------
Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York granted Adelphia Communications Corporation
and its debtor-affiliates and extension of their time to elect to
assume, assume and assign or reject unexpired leases and executory
contracts. The extension runs through March 14, 2005.
The Court makes it clear that if the Debtors will seek to reject
that certain lease with Steamtown Mall Partners, LP, governing the
premises located at the Mall at Steamtown in Scranton,
Pennsylvania, at any time between September 7, 2004, and
January 31, 2005, the effective date of the rejection will be no
earlier than January 31, 2005.
Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country. Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks. The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002. Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue
No. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000)
ALASKA COMMS: Plans to Refinance Debt with Equity Offering
----------------------------------------------------------
Alaska Communications Systems Group, Inc. (NASDAQ: ALSK) disclosed
plans for a $75 million common stock offering of primary shares
and for a new senior secured credit facility. The proposed senior
credit facility is expected to consist of a $50 million revolving
credit facility and a $335 million term loan facility. The
company plans to use the net proceeds from the proposed equity
offering and borrowings under the senior credit facility to
finance a portion of the proposed repayment of its existing senior
secured credit facility and the proposed repurchase of all of its
outstanding 9-3/8% senior subordinated notes due 2009 and
approximately 35 percent of its outstanding 9-7/8% senior notes
due 2011.
The shares of common stock will be offered under the registration
statement on Form S-3 that the company filed on Dec. 20, 2004,
with the Securities and Exchange Commission. It is currently
expected that the offering will be made before the end of January
2005. A prospectus supplement will be filed with the SEC
containing specific information about the terms of the proposed
equity offering.
The completion of any equity offering, senior credit facility and
refinancing will be subject to a number of conditions, including
market conditions. As a result, there can be no assurance as to
the terms or size of any equity offering, senior credit facility
or refinancing or that an equity offering, senior credit facility
and refinancing in fact will be completed.
A registration statement relating to the common stock has been
filed with the SEC but has not yet become effective. The common
stock may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the common stock
in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.
About Alaska Communications Systems
ACS is the leading integrated communications provider in Alaska,
offering local telephone service, wireless, long distance, data,
and Internet services to business and residential customers
throughout Alaska.
* * *
As reported in the Troubled Company Reporter on Nov. 05, 2004,
Standard & Poor's Ratings Services affirmed its ratings on Alaska
Communications Systems Group Inc. and subsidiaries, including the
'B+' corporate credit rating. All ratings were removed from
CreditWatch, where they were placed with negative implications
June 8, 2004, due to concern about higher financial risk
accompanying the company's proposed $400 million income deposit
securities -- IDS -- offering. The outlook is negative.
At the same time, Standard & Poor's assigned its '1' recovery
rating to Alaska Communications' existing $250 million senior
secured credit facility. The existing 'BB-' bank loan rating on
the facility and the '1' recovery rating indicate a high
expectation of full recovery of principal in the event of a
payment default or bankruptcy.
The affirmation and removal from CreditWatch follow Alaska
Communications' withdrawal of its IDS transaction and the
company's initiation of a $0.185 per share quarterly dividend.
The dividend will total about $22.6 million annually and will be
lower than the previously proposed dividend associated with the
IDS. Alaska Communications will not be using cash to make an
initial lump sum payment to shareholders, which was the company's
plan under the IDS transaction.
"Ratings reflect an aggressive shareholder-oriented financial
policy, financial risk from acquisition and capital spending-
related debt, and competitive pressure within the narrow and slow-
growth Alaska telecommunications market," said Standard & Poor's
credit analyst Eric Geil. Stagnant EBITDA, elevated capital
expenditure needs, and a substantial dividend commitment will
likely hamper near- to medium-term financial improvement
potential. The dividend could also constrain investment spending
needed to maintain competitiveness. These factors are partly
tempered by the company's positions as the leading incumbent local
exchange carrier -- ILEC -- in Alaska and the second-largest
wireless provider in the state, as well as a degree of near-term
financial cushion from an $80 million cash balance.
ALOHA AIRGROUP: Taps Gelber Ingersoll as Bankruptcy Counsel
-----------------------------------------------------------
Aloha Airgroup, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Hawaii to
employ Gelber, Gelber, Ingersoll & Klevansky as their bankruptcy
counsel.
Gelber, Gelber Ingersoll will perform all the necessary services
related to the Debtors' chapter 11 cases.
The Firm did not disclose to the Court the current billing rates
of its professionals.
Don Jeffrey Gelber, Esq., director and president of Gelber Gelber
Ingersoll, assures the Court of his Firm's "disinterestedness" as
that term is defined in Section 101(14) of the Bankruptcy Code.
Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://alohaairlines.com/-- provides air carrier service
connecting five major airports in the State of Hawaii. The
Company and its debtor-affiliate Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004(Bankr. D. Hawaii Case Nos.
04-03063 to 04-03064). When the Debtor filed for protection from
its creditors, it listed more than $50 million in assets and
debts.
ALOHA AIRGROUP: Look for Bankruptcy Schedules by Mar. 15
--------------------------------------------------------
Aloha Airgroup, Inc., and its debtor-affiliate ask the U.S.
Bankruptcy Court for the District of Hawaii for an extension until
Mar. 15, 2005, to file their schedules of assets and liabilities
and statements of financial affairs.
The Debtors explain that due to the size and complexity of their
operations, they need more time to gather the necessary
information to accurately prepare and file their schedules and
statements.
Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://alohaairlines.com/-- provides air carrier service
connecting five major airports in the State of Hawaii. The
Company and its debtor-affiliate Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004(Bankr. D. Hawaii Case Nos.
04-03063 to 04-03064). Alika L. Piper, Esq., Don Jeffrey Gelber,
Esq., Simon Klevansky, Esq., at Gelber Gelber Ingersoll &
Klevansky represent the Debtors in their restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
more than $50 million in assets and debts.
ANECO ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aneco Electrical Construction, Inc.
601 Cleveland Street, Suite 600
Clearwater, Florida 33755
Bankruptcy Case No.: 04-24883
Type of Business: The Debtor is an electrical and
telecommunications company serving the
commercial, entertainment, industrial, medical,
government and institutional building markets
in the southeastern United States.
See http://www.anecoinc.com/
Chapter 11 Petition Date: December 30, 2004
Court: Middle District of Florida (Tampa)
Judge: Paul M. Glenn
Debtor's Counsel: Scott A. Stichter, Esq.
Stichter, Riedel, Blain & Prosser
110 East Madison Street, Suite 200
Tampa, FL 33602
Tel: 813-229-0144
Fax: 813-229-1811
Estimated Assets: $10 Million to $50 Million
Estimated Debts: $10 Million to $50 Million
Debtor's 20 Largest Unsecured Creditors:
Entity Claim Amount
------ ------------
General Electric Supply Co. $808,830
P.O. Box 100275
Atlanta, GA 30384
Electric Supply of Tampa $773,910
P.O. Box 151657
Tampa, FL 33684
Zurich North America $604,823
8734 Paysphere Circle
Chicago, IL 60674
Mayer Electric $530,195
P.O. Box 1328
Birmingham, AL 35201
Marsh USA, Inc. $497,106
P.O. Box 198587
Atlanta, GA 30384
Colonial Electric $437,668
P.O. Box 8500
Philadelphia, PA 19178
Simplex Grinnell LP $326,715
Dept. CH 10320
Palatine, IL 60055
Pro Force Staffing, Inc. $323,261
Pearce Financial Group, Inc.
P.O. Box 60479
Charlotte, NC 28260
Hughes Supply, Inc. $305,510
P.O. Box 101888
Atlanta, GA 30392
Dominion Electric Supply Co. $281,818
5053 Lee Highway
Arlington, VA 22207
Communications Supply Corp. $207,363
Maddux Supply Company $202,952
SunTech Systems, Inc. $186,041
Graybar Electric Co., Inc. $173,610
McNaughton-McKay Elec. Co. $172,086
NDR Corporation $151,913
Atlantic Personnel Service, Inc. $147,123
Cornatzer & Associates $132,540
Tradesman International $119,493
B&S Electric Supply Co., Inc. $118,600
ANECO ELECTRICAL: Wants to Retain Stichter Riedel as Counsel
------------------------------------------------------------
Aneco Electrical Construction, Inc., asks the U.S. Bankruptcy
Court for the Middle District of Florida, Tampa Division, for
permission to employ Stichter, Riedel, Blain & Prosser, P.A., as
its counsel in this bankruptcy proceeding.
The Debtor believes that Stichter Rieder is well qualified to
represent it because of the Firm's considerable experience in
bankruptcy and debtor-creditor law.
Stichter Riedel will:
a) render legal advice with respect to the Debtor's powers
and duties as a debtor in possession, the continued
operation of the Debtor's business, and the management
of its property;
b) prepare on behalf of the Debtor necessary motions,
applications, orders, reports, pleadings, and other
legal papers;
c) appear before this Court, any appellate courts, and the
United States Trustee to represent and protect the
interests of the Debtor;
d) take all necessary legal steps to confirm a plan a plan
of reorganization;
e) represent the Debtor in all adversary proceedings,
contested matters, and matters involving administration
of this case, both in federal and in state courts;
f) represent the Debtor in negotiations with potential
financing sources and preparing contracts, security
instruments, or other documents necessary to obtain
financing; and
g) perform all other legal services that may be necessary
for the proper preservation and administration of this
chapter 11 case.
Scott A. Stichter, Esq., at Stichter Riedel, will be the lead
attorney in this case. Mr. Stichter discloses that the Debtor
paid his Firm a $110,000 retainer.
Stichter Riedel did not disclose the hourly rates of its
professionals.
To the best of the Debtor's knowledge, Stichter Riedel is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Headquartered in Clearwater, Florida, Aneco Electrical
Construction, Inc. -- http://www.anecoinc.com/-- is an electrical
and telecommunications company serving the commercial,
entertainment, industrial, medical, government and institutional
building markets in the southeastern United States. The Company
filed for chapter 11 protection on Dec. 30, 2004(Bankr. M.D. Fla.
Case No. 04-24883). When the Debtor filed for protection from its
creditors, it listed more than $50 million in estimated assets and
debts.
ANECO ELECTRICAL: Section 341(a) Meeting Slated for Feb. 4
----------------------------------------------------------
The United States Trustee for region 21 will convene a meeting of
Aneco Electrical Construction, Inc.'s creditors at 1:30 p.m., on
Feb. 4, 2005, at 501 East Polk Street, Timberlake Annex, Room
100-B in Tampa, Florida. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Headquartered in Clearwater, Florida, Aneco Electrical
Construction, Inc. -- http://www.anecoinc.com/-- is an electrical
and telecommunications company serving the commercial,
entertainment, industrial, medical, government and institutional
building markets in the southeastern United States. The Company
filed for chapter 11 protection on Dec. 30, 2004(Bankr. M.D. Fla.
Case No. 04-24883). Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser represents the Debtor in its restructuring
efforts. When the Debtor filed for protection from its creditors,
it listed more than $50 million in estimated assets and debts.
APEX PLUMBING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Apex Plumbing, LLC
3240-A Corporate Court
Ellicott City, Maryland 21042
Bankruptcy Case No.: 04-39171
Type of Business: The Debtor is a plumbing contractor.
Chapter 11 Petition Date: December 31, 2004
Court: District of Maryland (Baltimore)
Judge: E. Stephen Derby
Debtor's Counsel: Constance M. Hare, Esq.
Mehlman, Greenblatt & Hare, LLC
723 South Charles Street, Suite LL3
Baltimore, MD 21230
Tel: 410-547-0300
Fax: 410-547-7474
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
------ --------------- ------------
United States Treasury Withholding taxes $519,971
Internal Revenue Service
P.O. Box 8313
Philadelphia, PA 19162
Northeastern Supply $394,577
P.O. Box 6300209
Baltimore, MD 21263
NAS Surety Group $227,748
1200 Arlington Heights Road
Suite 400
Itasca, IL 60143
FEI- Beltsville $120,000
Comptroller of Maryland Withholding taxes $90,189
Thomas Somerville-MD $88,942
Stout, Causey & Horning P.A. $53,635
Thomas and Kalichman $29,961
Jose Antonio Zuniga $27,377
Zurich North America $23,294
Roth Staffing Companies $16,404
Jose Landaverde $16,396
Raul Reyes $15,051
Jose Pacheco $14,262
Jonathan V. Ramos $13,883
Thornton & Harwell Ins. $12,920
Agency
Jevenal Arellano $12,809
Balbino Rodriguez $12,006
Wright Express Corporation $11,668
The Home Depot $11,143
ARTIFICIAL LIFE: Accelera Ventures Discloses 7.37% Equity Stake
---------------------------------------------------------------
Accelera Ventures Limited, of the British Virgin Islands,
beneficially owns 1,050,000 shares of the common stock of
Artificial Life, Inc., representing 7.37% of the outstanding
common stock of the Company. The principal business office of
Accelera Ventures Limited is on the 14th Floor, Suite 1408,
Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong.
About the Company
Artifical Life, Inc. -- http://artificial-life.com/-- develops
and sells a wide range of products and custom applications for the
Internet and mobile devices.
Going Concern Doubt
In its Form 10-QSB for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Artificial
Life's independent registered public accountants raised
substantial doubt about the Company's ability to continue as a
going concern. The Company said its accumulated losses have
severely impacted its liquidity and cash position which, in turn,
have significantly impeded its ability to fund our operations in
the past.
At Sept. 30, 2004, Artificial Life's balance sheet showed a
$1,977,437 stockholders' deficit.
ATA AIRLINES: Sec. 341 Meeting of Creditors Continued to Jan. 11
----------------------------------------------------------------
Terry E. Hall, Esq., at Baker & Daniels, notifies the United
States Bankruptcy Court for the Southern District of Indiana that
the Meeting of Creditors pursuant to Section 341(a) of the
Bankruptcy Code has been continued to January 11, 2005 at 10:30
a.m. The meeting will be held at the office of Baker & Daniels
located at 300 N. Meridian Street, 27th Floor, in Indianapolis,
Indiana.
As specified in Rule 9001(5) of the Federal Rules of Bankruptcy
Procedure, Ms. Hall says, ATA Airlines and its debtor-affiliates'
representative is required to appear at the meeting for the
purpose of being examined under oath. Attendance by creditors is
permitted but not required.
Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers. ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft. The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations. Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange. The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868
through 04-19874). Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 215/945-7000)
AVITAR INC: Losses & Deficits Trigger Going Concern Doubt
---------------------------------------------------------
Avitar, Inc., had a net loss of $2,968,760 for Fiscal 2004
compared to a net loss of $6,462,101 for Fiscal 2003. At
September 30, 2004, the Company had a working capital deficiency
of $388,972 and cash and cash equivalents of $508,876. Net cash
used in operating activities during Fiscal 2004 amounted to
$3,595,361, resulting primarily from:
-- a net loss of $2,968,760, an increase in accounts receivable
of $118,176,
-- an increase in inventories of $98,925,
-- an increase in prepaid expenses and other current assets of
$46,199,
-- a decrease in accounts payable and accrued expenses of
$884,309, and
-- a decrease in deferred income of $20,250;
offset in part by:
-- a loss from the disposal of is continued operation of
$17,235,
-- depreciation and amortization of $116,230,
-- amortization of debt discount and deferred rent expense of
$225,850,
-- common stock and warrants issued for interest on short-term
and long-term debt of $114,236,
-- a loss on the extinguishment of long-term debt of $66,000,
and
-- a decrease in other assets of $1,707.
Net cash provided by financing and investing activities during
Fiscal 2004 was $2,973,318, which included proceeds from the sale
of preferred stock, common stock and warrants of $2,800,406 and
proceeds from the sale of United States Drug Testing Laboratories
of $500,000; offset in part by repayment of short-term debt of
$140,233, repayment of long-term debt of $11,279, payment of
preferred stock dividend of $16,110 and purchases of property and
equipment of $159,466.
During FY 2005, the Company's cash requirements are expected to
include primarily the funding of operating losses, the payment of
outstanding accounts payable, the repayment of certain notes
payable, the funding of operating capital to grow the Company's
drugs of abuse testing products and services, and the continued
funding for the development of its ORALscreen product line.
Going Concern Doubt
As a result of the Company's recurring losses from operations and
working capital deficit, the report of its independent registered
public accounting firm relating to the financial statements for
Fiscal 2004 contains an explanatory paragraph expressing
substantial doubt about the Company's ability to continue as a
going concern. Such report states that the ultimate outcome of
this matter could not be determined as of the date of such report
(December 17, 2004).
Avitar, Inc., through its wholly owned subsidiary Avitar
Technologies, Inc. -- ATI, develops, manufactures, markets and
sells diagnostic test products and proprietary hydrophilic
polyurethane foam disposables fabricated for medical, diagnostics,
dental and consumer use. During the fiscal year ended
September 30, 2004, the Company continued the development and
marketing of innovative point of care oral fluid drugs of abuse
tests, which use the Company's foam as the means for collecting
the oral fluid sample. Through its wholly-owned subsidiary, BJR
Security, Inc., the Company provides specialized contraband
detection and education services. On December 16, 2003, the
Company sold the business and net assets, excluding cash, of its
wholly owned-subsidiary, United States Drug Testing Laboratories,
Inc., which operated a certified laboratory and provided
specialized drug testing services primarily utilizing hair and
meconium as the samples.
BEDROCK BOWLING LLC: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Bedrock Bowling, LLC
3207 Forest Lane
Dallas, Texas 75032
Bankruptcy Case No.: 05-30366
Chapter 11 Petition Date: January 4, 2005
Court: Northern District of Texas (Dallas)
Judge: Steven A. Felsenthal
Debtor's Counsel: Lynne Renfro, Esq.
Law Offices of Gary R. Trebert
PO Box 569070
Dallas, Texas 75356-9070
Tel: (214) 634-6611
Fax: (214) 634-6644
Estimated Assets: $1 Million to $10 Million
Estimated Debts: $100,000 to $500,000
Debtor's 6 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Delete Creditor Promissory Note $250,000
[address not provided]
Texas Comptroller of Sales Taxes $5,320
Public Accounts
9241 LBJ Freeway, Suite 205
Dallas, Texas 75243
Tel: (972) 671-7166
Texas Comptroller of Taxes $4,485
Public Accounts
9241 LBJ Freeway, Suite 205
Dallas, Texas 75243
Tel: (972) 671-7166
Trinity Medical Center Medical Bill $3,707
2401 Internet Boulevard
Suite 110
Frisco, Texas 75034
David Childs Property Taxes $2,572
Tax Assessor Collector
Hebron Emergency Physicians Medical Bill $538
CITATION CORP: Needs Until Jan. 28 to File a Chapter 11 Plan
------------------------------------------------------------
Citation Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Alabama for an
extension, through and including January 28, 2005, of the time
within which they alone can file a chapter 11 plan. The Debtors
also ask the Court for more time to solicit acceptances of that
plan from their creditors, through April 15, 2005.
This is the Debtors' first request for an extension of their
exclusive periods.
The Debtors give the Court two reasons militating in favor of
their request for an extension of their exclusive periods:
a) the Debtors' businesses are huge and complex that consist of
a parent corporation, a holding company and 22 subsidiaries,
which are all focused on the turnaround and reorganization
of their businesses;
b) one of the Debtor's affiliates is a plaintiff in an ongoing
litigation against the Lycoming Reciprocating Engine
Division of AVCO Corporation initiated in April 2003 in the
District Court of Grimes County, Texas and still currently
on trial.
The Court will convene a hearing at 1:30 p.m., on January 24,
2005, to consider the Debtors' extension motion.
Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes. The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130). Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors. When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.
CITATION CORP: Miller Buckfire Approved as Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
gave Citation Corporation and its debtor-affiliates permission to
employ Miller Buckfire Lewis Ying & Co., LLC as their financial
advisor and investment banker.
Miller Buckfire will:
a) assist the Debtors in the analysis, design and formulation
of their various options in connection with a restructuring
of their businesses or a possible sale of assets;
b) advise and assist the Debtors in the structuring and
effectuation of the financial aspects of the transactions
involving the restructuring of the Debtors' businesses and
possible sale of assets;
c) provide financial advise and assistance to the Debtors in
developing and seeking approval of a plan of reorganization,
including assisting the Debtors in negotiations with
entities affected by the plan and participate in hearings
before the Bankruptcy Court in relation to the plan; and
d) provide financial advise and assistance in identifying and
negotiating with potential acquirers in connection with any
possible sale of assets, including the preparation of a
memorandum to be used for solicitation of the potential
acquirers.
Dure Savini, a Principal at Miller Buckfire, is the lead
professional performing services for the Debtors. Mr. Savini
discloses that the Firm received a $150,000 prepetition retainer.
Mr. Savini reports Miller Buckfire's terms of compensation:
a) a monthly advisory fee of $150,000;
b) a Restructuring Fee of $3,500,000 in the event a
restructuring of the Debtors' business is consummated and
the Fee is payable upon the closing of the restructuring;
and
c) a Transaction Fee for any sale of the Debtors' assets or
businesses that is consummated and the amount of the Fee
will be agreed upon by the Debtors, Miller Buckfire and the
parties involved in the sale.
Miller Buckfire assures the Court that it does not represent any
interest adverse to the Debtors or their estates.
Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes. The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130). Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors. When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.
CLARK GROUP: Charles W. Riske Approved as Liquidating Trustee
-------------------------------------------------------------
The Honorable James J. Barta of the U.S. Bankruptcy Court for the
Eastern District of Missouri confirmed the appointment of Charles
W. Riske, Esq., as the Liquidating Trustee for the estate of the
Clark Group, Inc., and its debtor-affiliates.
Mr. Riske is also the counsel for the Debtors' Official Committee
of Unsecured Creditors. Mr. Riske's appointment is pursuant to
the terms of the Liquidating Trust Agreement under the Debtors'
confirmed Joint Prepackaged Plan of Reorganization. The Court
confirmed the Debtors' Joint Plan on November 12, 2004.
Under the confirmed Joint Plan, Mr. Riske as the Liquidating
Trustee is authorized to administer the Liquidation Trust formed
under the Plan and distribute the proceeds of the Liquidation
Trust. The Liquidation Trust consists of the remaining Net
Proceeds of the Purchase Consideration, and proceeds from the sale
of the Excluded Assets.
Under the Plan, Mr. Riske will distribute the proceeds of the
Liquidation Trust to Holders of Allowed Class 4A and Class 4B
Claims, and, to a limited extent if certain contingencies are
satisfied, to the Holders of the Allowed Victaulic Company Secured
Claims, on each Quarterly Distribution Date.
Mr. Riske assures the Court that he does not represent any
interest adverse to the Debtors, their creditors and other parties
in interest.
Headquartered in St. Louis, Missouri, Clark Group, Inc. --
http://www.clarksprinkler.com/-- provides a comprehensive line of
fire protection products and the highest quality service and
expert knowledge on fire protection products. The Company and its
debtor-affiliates filed for chapter 11 protection on October 1,
2004 (Bankr. E.D. Mo. Case No. 04-52536). Bonnie L. Clair, Esq.,
and David A. Sosne, Esq., at Summers, Compton, Wells & Hamburg,
PC, represent the Debtors in their restructuring efforts. When
the Company filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.
CURATIVE HEALTH: Inks Settlement Pact with Calif. Health Services
-----------------------------------------------------------------
Curative Health Services, Inc., (Nasdaq: CURE) and certain named
individual plaintiffs have entered into a Settlement Agreement
with the California Department of Health Services in connection
with the suits filed against DHS challenging the reimbursement
methodology for blood clotting factor implemented in June 2004.
Under the terms of the Settlement Agreement, DHS has agreed to
process, on a priority basis, all pending and future Medi-Cal,
California Children's Services and Genetically Handicapped Persons
Program claims submitted by the Company. In addition, DHS has
agreed to expedite its efforts to implement electronic billing and
payment for blood clotting factor claims.
"We are very pleased with the conclusion of this litigation and
the priority processing of our claims," said President and Chief
Executive Officer, Paul F. McConnell. "The priority processing
should result in a reduction of our California related days sales
outstanding to approximately 60 days and a meaningful improvement
in the Company's cash flow."
About Curative Health Services
Curative Health Services, Inc. -- http://www.curative.com/--
seeks to deliver high-quality care and clinical results for
patients with serious or chronic medical conditions.
The Specialty Infusion business, through its national footprint of
Critical Care Systems' local pharmacy branches, provides products,
related clinical services and disease management support to
patients with chronic or severe conditions such as hemophilia and
other bleeding disorders, chronic or severe infections,
gastrointestinal illnesses that prohibit oral digestion and other
severe conditions requiring nutritional support, immune system
disorders, cancer and susceptibility to respiratory syncytial
virus.
The Wound Care Management business is a leader in the area of
disease management specializing in chronic wound care management.
The Wound Care Management business manages, on behalf of hospital
clients, a nationwide network of Wound Care Center(R) programs
that offer a comprehensive range of services for treatment of
chronic wounds.
In August 2004, Standard & Poor's Ratings Services revised its
outlook on Curative Health to negative from stable. At the
same time, W&P affirmed its 'B' corporate credit rating and its
'B-' senior unsecured debt rating on the company's $185 million of
10-3/4% senior unsecured notes due May 1, 2011. Moody's Investors
Service rated those notes at B3 in on April 6, 2004. Bloomberg
bond pricing data shows those notes currently trade in the high
80s.
DEVLIEG BULLARD: Court Converts Case to Chapter 7 Proceeding
------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware entered an order on December 29, 2004,
approving a motion by DeVlieg Bullard II, Inc., to convert its
Chapter 11 bankruptcy case to a Chapter 7 liquidation proceeding.
The Court's order became effective on December 31, 2004. The
Debtor filed a motion to convert its chapter 11 case to a chapter
7 proceeding on December 8, 2004.
As reported in the Troubled Company Reporter on December 10, 2004,
the Debtor gave the Court four reasons militating in favor of the
conversion:
a) The Debtor ceased all its business operations and is in
the process of liquidating its remaining assets and winding
down its business affairs and its debtor-in-possession
financing facility will expire on December 31, 2004;
b) The Debtor and its retained professionals have worked
diligently to sell and liquidate the Debtor's assets in a
manner that has maximized the value of its assets for the
benefit of its estate and its creditors;
c) The Debtor can't pay administrative and priority claims due
to lack of funding and can't formulate or confirm a
plan of reorganization or liquidation; and
d) The Debtor has worked with its secured lenders to ensure
that a proposed Chapter 7 Trustee will have funds available
to administer a chapter 7 estate.
Bankruptcy Court records do not indicate if the U.S. Trustee has
yet to designate a Chapter 7 Trustee to oversee the liquidation.
Headquartered in Machesney Park, Illinois, DeVlieg Bullard II,
Inc. -- http://www.devliegbullard.com/-- provides a comprehensive
portfolio of proprietary machine tools, aftermarket replacement
parts, field service and premium workholding products. The
Company filed for chapter 11 protection on July 21, 2004 (Bankr.
D. Del. Case No. 04-12097). The Court converted the case to a
chapter 7 liquidation proceeding on December 29, 2004. James E.
Huggett, Esq., at Flaster Greenberg, represents the Company. When
the Debtor filed for chapter 11 protection, it estimated debts and
assets of $10 million to $50 million.
DOMTAR INC: Restructures Northeastern Ontario Sawmill Operations
----------------------------------------------------------------
Domtar Inc. has entered into an agreement with Tembec Inc. that
will allow them to restructure their Northeastern Ontario sawmill
operations.
As a result of this agreement, Domtar will permanently close its
sawmill located in Chapleau on March 6, 2005. The boiler and kiln
facilities associated with this operation will be sold to Tembec.
This will allow Tembec to process the increased lumber output of
its neighboring facility with fibre volumes historically
associated with the Domtar Chapleau sawmill. Approximately 67
permanent jobs will be affected by this closure, although there
will be increased employment opportunities in the Tembec mill due
to the increased throughput. This decision will result in asset
write-off and closure costs amounting to approximately
$14 million.
Domtar would also be adding a third shift at its Elk Lake facility
to process wood that has become available due to the closure of
the Tembec sawmill in Kirkland Lake, Ontario. The processing of
this additional fibre will require 56 additional people beyond
those currently working at the Elk Lake facility.
The additional wood supply to the Elk Lake sawmill will not only
improve its competitive position but also enhance job security for
both sawmill employees and contractors involved in harvesting and
hauling activities. It will also enable Domtar to leverage the
$12 million in capital investments that it has made in Elk Lake in
recent years, which include a new kiln, a new planer, saw line
improvements and new de-barker and boilers.
Domtar also indicated that it would invest in a finger-jointed
plant with Tembec. This facility will be located on the site of
the Tembec Kirkland Lake sawmill slated for closure. It is
expected to create between 70 and 92 jobs, depending on the final
plant configuration.
"The Ontario lumber industry, including Domtar, is experiencing
some very challenging times, notably high energy costs, a
declining U.S. dollar, countervailing and anti-dumping duties on
softwood lumber exported to the U.S., as well as a forecasted
reduction of wood supply. Given these challenges, Domtar welcomes
the support from the Ontario Minister of Natural Resources, David
Ramsay, in this restructuring, which will enhance the economics
and the competitive position of the Elk Lake facility," said
Richard Garneau, Senior Vice-President, Forest Products, Domtar
Inc.
Meetings with employees and union leaders were also held at each
of the sawmills impacted by this decision. Domtar notably
informed employees at its Chapleau facility that, in keeping with
its corporate values, the Company would do its utmost to help
employees affected by today's announcement. In fact, Domtar will
attempt to re-deploy affected personnel. Moreover, employees that
lose their jobs will receive severance packages and will be given
access to outplacement services.
About the Company
Based in Montreal, Quebec, Domtar Inc. is a major North American
producer of fine papers, pulp, and lumber. More than 60% of the
company's sales come from its paper segment, which churns out a
variety of communication and specialty papers, including offset
printing paper, photocopying paper, fine paper, and technical
papers.
* * *
As reported in the Troubled Company Reporter on Oct. 28, 2004,
Standard & Poor's Ratings Services revised its outlook on Domtar
Inc. to negative from stable. At the same time, the 'BBB-' long-
term corporate credit, the 'BBB-' senior unsecured debt, and the
'BB' global scale preferred stock ratings were affirmed.
"The outlook revision reflects concerns that profitability and
cash flow generation will be weaker-than-expected as a result of
the appreciation of the Canadian dollar," said Standard & Poor's
credit analyst Daniel Parker.
DONNKENNY, INC.: CIT Credit Agreement in Default at Dec. 31
-----------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
this week, Donnkenny, Inc., disclosed that, as of December 31,
2004, the Company was not in compliance with the monthly financial
covenants buried in its $65 million credit facility with
CIT/Commercial Services.
"The Company and its Lender are in discussions concerning the
impact of this non-compliance and the relationship between the
Company and its Lender," CEO Daniel H. Levy advises.
All of Donnkenny's cash and liquidity requirements to operate its
business are provided through the Credit Agreement. Accordingly,
the Company is wholly dependant upon CIT to provide credit for the
operation of its business. Absent CIT's continued support and
adequate funding, Donnkenny says it will have inadequate working
capital and funding to operate its business and will cease to
operate as a going concern. Under those circumstances, Donnkenny
says it will "seek judicial relief under the Bankruptcy Law."
The Credit Facility
On June 29, 1999, Donnkenny, Inc., and its operating subsidiaries
entered into a Credit Agreement with CIT Group/Commercial
Services. The Credit Agreement initially provided the Company
with a $75 million facility comprised of a $72 million revolver
with sub-limits up to $52 million for direct borrowings, $35
million for letters of credit, certain overadvances and a $3
million term loan which was paid in full as of June 30, 2002.
The Credit Agreement provides for advances of (i) up to 90% of
eligible accounts receivable plus (ii) up to 60% of eligible
inventory plus (iii) up to 60% of the undrawn amount of all
outstanding letters of credit plus (iv) allowable overadvances.
Collateral for the Credit Agreement includes a first priority lien
on all accounts receivable, machinery, equipment, trademarks,
intangibles and inventory, a first mortgage on all real property
and a pledge of the Company's stock interest in its operating
subsidiaries, Donnkenny Apparel, Inc. and Beldoch Industries
Corporation. The Credit Agreement contains numerous financial and
operational covenants, including limitations on additional
indebtedness, liens, dividends, stock repurchases and capital
expenditures. In addition, the Company is required to maintain
specified levels of tangible net worth and comply with a
requirement for minimum earnings before depreciation,
amortization, interest and taxes (EBITDA) and a minimum interest
coverage ratio.
Prior Defaults
Effective June 30, 2003, the Company through an Amendment and
Waiver Agreement dated August 11, 2003, extended the Credit
Agreement to June 30, 2007. This Amendment provided the Company
with a $65 million facility; the sub-limits remained the same as
in the original Credit Agreement. The interest rate on the
revolving credit borrowings is the current prime rate plus one and
one-quarter percent (6.00% at September 30, 2004).
As previously reported, on December 31, 2003 and June 30, 2004,
the Company was not in compliance with the financial covenants
contained in the Credit Agreement. In each instance, the Lender
has waived these events of non-compliance.
As of September 30, 2004, the Company was not in compliance with
the quarterly financial covenants. Through an Amendment and
Waiver Agreement dated October 1, 2004, the Lender agreed to waive
the Company's non-compliance with its September 30, 2004 quarterly
financial covenants. This Amendment and Waiver Agreement amended
the financial covenants to provide that these covenants will be
evaluated by the Lender monthly rather than quarterly beginning
October 31, 2004. For the month ended October 31, 2004, the
Company continued not to be in compliance with the Credit
Agreement financial covenants. The Lender has waived this non-
compliance.
In November 2004, Donnkenny indicated it didn't expect to be in
compliance with its financial covenants for the balance of 2004.
The company's prediction came true. In November, the Company paid
CIT a $25,000 fee to waive the then-existing defaults.
Factoring Agreement
The Company also has a factoring agreement with CIT
Group/Commercial Services. The factoring agreement provides for a
factoring commission equal to .35% of gross sales, plus certain
customary charges. The factoring agreement renews annually in June
each year unless either party to the agreement gives appropriate
notice of non-renewal.
About the Company
Donnkenny designs, manufactures, imports and markets a broad line
of moderate and better-priced women's and junior's sportswear and
ladies coats. The Company's major labels include Pierre
Cardin(R), Harve Benard(R), Donnkenny(R), Casey & Max(R), Victoria
Jones(R) and Z. Cavaricci(R), as well as ladies coats under the
Bill Blass(R), Bill Blass Signature(R), Blassport(R) and Nicole
Miller(R) labels, and suits under the Nicole Miller(R) label. The
Company's Sept. 30, 2004, balance sheet shows $45.6 million in
assets and a $4.5 million shareholder deficit. Donnkenny is
headquarted in Manhattan; owns two facilities in Virginia; and
leases five additional facilities (one in Summerville, South
Carolina, one in New York State, one in Burlington, New Jersey,
one in Poland and one in Hong Kong).
DPL CAPITAL: S&P Affirms B Ratings on Six Security Classes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on three
synthetic transactions related to DPL Capital Trust II and removed
them from CreditWatch negative, where they were placed
March 19, 2004.
These rating actions reflect the affirmation of the rating
assigned to DPL Capital Trust II's $300 million 8.125% trust
preferred capital securities and its subsequent removal from
CreditWatch.
These DPL Capital Trust II-related transactions are
swap-independent synthetic transactions that are weak-linked to
the underlying collateral, DPL Capital Trust II's $300 million
8.125% trust preferred capital securities, which are guaranteed by
DPL, Inc.
A copy of the DPL, Inc.-related summary analysis, dated
Dec. 16, 2004, can be found on RatingsDirect, Standard &
Poor's Web-based credit analysis system.
Ratings Affirmed and Removed from Creditwatch Negative
Structured Asset Trust Units Repackagings (SATURNS)
DLP Capital Security Backed Series 2002-3
$54.55 million callable units series 2002-3
Rating
Class To From
----- -- ----
A units B B/Watch Neg
B units B B/Watch Neg
Structured Asset Trust Units Repackagings (SATURNS)
DLP Capital Security Backed Series 2002-4
$42.5 million callable units series 2002-4
Rating
Class To From
----- -- ----
A units B B/Watch Neg
B units B B/Watch Neg
Structured Asset Trust Units Repackagings (SATURNS)
DLP Capital Security Backed Series 2002-7
$25 million callable units series 2002-7
Rating
Class To From
----- -- ----
A units B B/Watch Neg
B units B B/Watch Neg
FALCON PRODUCTS: Expects Inventory Write-Down of $20 Million Up
---------------------------------------------------------------
Falcon Products, Inc. (OTC: FCPR), a leading manufacturer of
commercial furniture, expects to record a significant charge
relating to the write-down of inventory. The amount of the
inventory write-down, and the underlying causes, are still under
review. Management currently estimates that the inventory write-
down will exceed $20 million, including approximately $4 million
relating to a previously closed facility. However, such estimate
is preliminary and the actual amount of any inventory write-down
may be materially different from the preliminary estimate. The
Company had previously disclosed that certain deficiencies in
internal controls existed related to accounting for inventory and
that it intended to take certain actions to improve inventory
controls. Such actions included performance of a physical
inventory of finished goods and work in process on a quarterly
basis, improved cycle counting procedures, increased corporate
oversight of the controls and procedures over inventory and the
hiring of experienced inventory personnel. During the course of
Audit Committee investigation, it has been determined that these
stated actions were either not taken or not completely and
properly implemented. Previously, the Company hired a new chief
financial officer in late October whose responsibilities include
addressing these deficiencies.
The impact, if any, of the expected inventory write-down on the
results of the first three quarters of fiscal year 2004, and on
periods prior to fiscal year 2004 has not yet been determined.
Although the Company believes that it is likely that the inventory
write-down will impact prior periods, no definitive conclusion has
yet been reached as to whether prior periods are affected or
whether the impact on prior periods will warrant a restatement of
prior period financial statements. As soon as practicable
following the completion of its investigation of the inventory
write-down, the Company intends to announce its final conclusions
and, if necessary, file the required amendments to its previous
filings with the Securities and Exchange Commission.
Previously, the Company's Audit Committee commenced an
investigation, with the assistance of independent counsel, into
certain accounting matters. The Audit Committee investigation is
ongoing. On Dec. 20, 2004, the SEC informed the Company that it
is conducting a non-public inquiry into certain accounting matters
including inventory-related issues. The Company intends to fully
cooperate with this inquiry.
The Company also declared that it was not in compliance with
certain provisions under its senior credit facilities, and has
been advised by its lenders that, while the Company's request for
waivers of such defaults are under review, the lenders are
unwilling to provide such waivers at this time. Any restatement
of the Company's financial statements for prior periods could
result in additional events of default under the Company's various
debt agreements. Although the defaults under the senior credit
facilities are continuing, the Company continues to have access to
borrowings under its revolving credit facility and its ability to
serve its customers and pay its employees and vendors in the
ordinary course has not been affected.
On Dec. 15, 2004, the Company stated that it was utilizing the 30-
day grace period relating to the payment of interest under its
$100 million 11-3/8% Senior Subordinated Notes due 2009. Although
a final determination has not yet been made as to whether the
Company will be able to make the interest payment prior to the
expiration of the grace period on January 14, 2005, it is
currently likely that such payment will not be made. The non-
payment of the interest would constitute an event of default under
the Notes as well as under the Company's senior credit facilities.
The Company has had preliminary discussions with a large holder of
the Notes regarding a possible transaction that would convert the
Notes to equity, however, the feasibility of such a transaction
has not yet been determined. In addition, the Company, along with
its financial advisor Imperial Capital LLC, is evaluating various
strategic alternatives relating to a possible restructuring of the
Company's outstanding indebtedness.
About the Company
Falcon Products, Inc. is the leader in the commercial furniture
markets it serves, with well-known brands, the largest
manufacturing base and the largest sales force. Falcon and its
subsidiaries design, manufacture and market products for the
hospitality and lodging, food service, office, healthcare and
education segments of the commercial furniture market. Falcon,
headquartered in St. Louis, Missouri, currently operates 8
manufacturing facilities throughout the world and has
approximately 2,100 employees.
* * *
As previously reported in the Troubled Company Reporter on Dec 23,
2004, Moody's Investors Service downgraded the senior subordinated
notes of Falcon Products, Inc., to C from Ca, and the issuer
rating of Falcon Products, Inc., to C from Caa2, and downgraded
the senior implied rating to Ca from Caa1. The rating outlook
remains negative.
FRANKLIN CAPITAL: Asks Stockholders to Okay 2-for-1 Stock Split
---------------------------------------------------------------
Franklin Capital Corporation's (AMEX: FKL) Board of Directors has
unanimously determined to seek stockholder approval at its 2004
annual meeting of stockholders to effect a two-for-one split of
Franklin Capital's common stock. The stock split would increase
the number of shares of Franklin Capital's common stock
outstanding from approximately 1.5 million to approximately 3.0
million shares of common stock.
"The increase in the number of outstanding shares of Franklin
Capital's common stock and the lower market price per share
expected to result from the stock split is designed to broaden the
market for, and improve the marketability and liquidity of, the
common stock and ultimately increase the number of stockholders of
Franklin Capital," said Milton "Todd" Ault, III, the Chairman and
Chief Executive Officer of Franklin Capital. "Franklin Capital
believes that the stock split is another important step in the
execution of the strategic restructuring plan that it announced in
June 2004 and will make its common stock more accessible to a
broader range of investors."
Franklin Capital will file a proxy statement in connection with
its 2004 annual meeting of stockholders. Franklin Capital's
stockholders are advised to read the proxy statement relating to
the annual meeting of stockholders of Franklin Capital when it
becomes available, as it will contain important information.
Stockholders will be able to obtain this proxy statement, any
amendments or supplements thereto, and any other documents filed
by Franklin Capital with the Securities and Exchange Commission
for free at the Internet website maintained by the Securities and
Exchange Commission at http://www.sec.gov/ Also, Franklin Capital
will mail the proxy statement to each stockholder of record on the
record date to be established for 2004 annual meeting of
stockholders of Franklin Capital. Copies of the proxy statement
and any amendments and supplements thereto will also be available
for free by writing to:
Corporate Secretary
Franklin Capital Corporation
100 Wilshire Boulevard
Suite 1500
Santa Monica, Calif. 90401
Franklin Capital, its directors and its executive officers may be
deemed to be participants in the solicitation of proxies in
connection with the 2004 annual meeting of stockholders.
Information regarding these participants is contained in a filing
under Rule 14a-12 of the Securities and Exchange Act of 1934 filed
by Franklin Capital Corporation with the SEC on January 3, 2005.
About the Company
Franklin Capital Corporation originates and services direct and
indirect loans for itself and its sister company Franklin
Templeton Bank and Trust, F.S.B. Eight different loan programs are
offered, allowing Franklin Capital Corporation to serve the needs
of prime, non-prime and sub-prime customers throughout the United
States.
* * *
As reported in the Troubled Company Reporter on Aug. 24, 2004,
Franklin Capital Corporation's former independent accountants,
Ernst & Young LLP, indicated in its reports dated March 5, 2004
and March 7, 2003 on Franklin's financial statements, substantial
doubt about the company's ability to continue as a going concern.
FRIEDMAN'S INC: In Talks with Lenders to Amend Financial Covenants
------------------------------------------------------------------
Friedman's Inc. (OTC non-BB: FRDM.PK), disclosed that delayed
receipts of inventory shipments during the 2004 holiday season and
the implementation of more prudent credit practices had a negative
impact on its holiday season sales and contributed to the Company
not meeting the December 2004 minimum sales covenants in its
credit facility. Friedman's is currently in discussions with its
senior lenders regarding the amendment of its financial covenants
under the credit facility and regarding the terms of other
modifications to the credit facility. There can be no assurances
of obtaining the amendment.
The Company has reached agreement with substantially all of the
participating vendors to amend the terms of its secured trade
credit program initiated on Sept. 8, 2004. The amendment modifies
the conditions vendors must meet for continued qualification under
the program, including provisions relating to future shipments by
participating vendors to support the Company's Valentine's Day
sales plan. The amendment also revised the schedule of
amortization payments to vendors under the program.
Mr. Sam Cusano, Friedman's CEO, said: "Delays in shipments and the
implementation of more prudent credit practices have clearly had a
negative effect on our holiday season, making it necessary for us
to seek amendments to our secured trade credit program and to our
credit facility. Friedman's appreciates the ongoing support of
both our lenders and vendors as the Company works through the
challenges and changes necessary to restore and rebuild
Friedman's."
Additional details regarding the amendment to the trade credit
program and any amendment to the credit facility will be released
in Current Reports on Form 8-K to be filed with the SEC.
About Friedman's
Founded in 1920, Friedman's Inc. -- http://www.friedmans.com/--
is a leading specialty retailer based in Savannah, Georgia. The
Company is the leading operator of fine jewelry stores located in
power strip centers and regional malls.
* * *
As reported in the Troubled Company Reporter on Nov. 4, 2004,
Friedman's Inc. said it anticipated breaching the financial
covenants contained in its amended and restated credit
facility. In particular, Friedman's expected to fail to meet
cumulative EBITDA requirements and a minimum ratio of Accounts
Payable to Inventory. Friedman's senior secured credit facility,
entered into in September 2004, consists of a senior revolving
loan of up to $67.5 million (maturing in 2006) and a $67.5 million
junior term loan (maturing in 2007). Friedman's issued some
warrants to Farallon Capital Management, L.L.C., in connection
with that refinancing transaction.
Friedman's also entered into a secured trade credit program
providing security to vendors. Part of the deal allows Friedman's
to stretch payment of invoices past due in July 2004 through 2005.
The company's most recently published balance sheet -- dated
June 28, 2003 -- shows $496 million in assets and $190 million in
liabilities. The Company explains that its year-end closing
process was delayed because of an investigation by the Department
of Justice, a related informal inquiry by the Securities and
Exchange Commission, and its Audit Committee's investigation into
allegations asserted in a August 13, 2003, lawsuit filed by
Capital Factors Inc., a former factor of Cosmopolitan Gem
Corporation, a former vendor of Friedman's, as well as other
matters. Ernst & Young has been working on a restatement of the
company's financials. The company's signaled that a 17% or
greater increase to allowances for accounts receivable can be
expected.
GLEN CARTER EXCAVATING: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Glen Carter Excavating Company
P.O. Box 527
Brookline, Missouri 65619
Bankruptcy Case No.: 04-63320
Type of Business: The Debtor is an excavating contractor.
Chapter 11 Petition Date: December 27, 2004
Court: Western District of Missouri (Springfield)
Judge: Arthur B. Federman
Debtor's Counsel: M. Brent Hendrix, Esq.
1615 South Ingram Mill, Building F
Springfield, MO 65804
Tel: 417-889-8820
Fax: 417-889-3493
Total Assets: $500,000 to $1 Million
Total Debts: $1 Million to $10 Million
The Debtor did not file a list of its 20-largest creditors.
HAPPY KIDS INC: Case Summary & 30 Largest Unsecured Creditors
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Lead Debtor: Happy Kids Inc.
100 West 33rd Street, Suite 1100
New York, New York 10001
Bankruptcy Case No.: 05-10016
Debtor affiliates filing separate chapter 11 petitions:
Entity Case No.
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Happy Kids Jeanswear Inc. 05-10017
Hawk Industries, Inc. 05-10018
J&B 18 Corporation 05-10019
Type of Business: The Debtors are leading designers and marketers
of licensed, branded and private label garments
in the children's apparel industry. The
Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).
Chapter 11 Petition Date: January 3, 2005
Court: Southern District of New York (Manhattan)
Judge: Cornelius Blackshear
Debtor's Counsel: Sheldon Ira Hirshon, Esq.
Scott K. Rutsky, Esq.
Sanjay Thapar, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Tel: (212) 969-3000
Fax: (212) 969-2900
Turnaround and
Management
Consultants: Carl Marks Consulting Group LLC
Claims and
Noticing Agent: Donlin, Recano & Company, Inc.
Consolidated Financial Condition as of December 24, 2004:
Total Assets: $54,719,000
Total Debts: $82,108,000
Consolidated list of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
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The CIT Group/Commercial Deficiency Claim Unknown
Services, Inc. under Financing
1211 Avenue of the Americas Agreement
New York, New York 10036
Attn: John Daly
Grover Reinle
Tel: (212) 382-6839
Fax: (212) 382-6840
Deutsche Bank Trust Company Deficiency Claim $24,000,000
Americas on Senior Term
60 Wall Street Loan Note
New York, New York 10005
Attn: Mark Cohen
Tel: (212) 250-6038
Fax: (212) 797-5695
J.H. Whitney Mezzanine Unsecured Note $4,128,334
Fund, L.P.
177 Broad Street
Stamford, Connecticut 06901
Attn: Daniel O'Brien
Tel: (203) 973-1422
Deutsche Bank Trust Company Unsecured Note $2,314,758
Americas
60 Wall Street
New York, New York 10005
Attn: Mark Cohen
Tel: (212) 250-2500
MGA Entertainment Royalty Payments $1,456,044
16730 Schoenborn Street
North Hills, California 91343
Attn: Issac Larian
Donna Cunningham
AND 1 Royalty Payments $1,189,250
919 Conestoga Road
Building 1, Suite 100
Rosemont, Pennsylvania 19010
Mecca USA Royalty Payments $443,650
c/o International News, Inc.
19226 70th Avenue
Kent, Washington 98032
4Kids Entertainment Royalty Payments $329,924
1414 Avenue of the Americas
New York, New York 10019
Attn: Joseph P. Garrity
1275/1291 Broadway LLC Lease $262,519
100 West 33rd Street
New York, New York 10001
Sin Hua Knitting Factory Ltd. Supplier $208,483
Head to Toe Supplier $192,594
Trasol Trading Corporation Foreign Buying $192,108
Agent
Sunjuly Company Ltd. Foreign Buying $175,814
Agent
Shirwell International Ltd. Supplier $168,446
Bureau of Customs and Customs Duties $155,000
Border Protection
Djem Jeans Supplier $124,941
Hockey Sport SA DE CV Supplier $121,273
Warner Brothers Consumer Royalty $118,610
Products, Inc.
Disney Enterprises Inc. Royalty $112,558
Price Transfer Inc. Public Warehouse $108,955
Stilz Inc. Supplier $96,978
Rajby Industries Supplier $87,798
Textiles Thor SAC Supplier $82,959
On Target Staffing/Capital Labor at Warehouse $75,000
Temp.
RCS Logistics Freight Forwarder $74,000
Regal Packaging Warehouse Supplies $66,987
Grant Thornton LLP Accounting $66,868
Jacol International Supplier $59,009
Company Limited
D&A Comercio Exterior Supplier $57,985
Bravado International Supplier $56,786
Group Inc.
INTEGRATED HEALTH: Briarwood Wants Stock Purchase Deal Completed
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On January 28, 2003, Integrated Health Services, Inc., and Abe
Briarwood Corporation entered into a Stock Purchase Agreement,
pursuant to which Abe Briarwood was to essentially acquire all of
IHS' assets, with certain exemptions.
Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman, LLP, in
Wilmington, Delaware, tells the United States Bankruptcy Court for
the District of Delaware that Briarwood's obligations under the
SPA were conditioned on IHS' satisfaction of various conditions
under Article VI of the SPA, including that:
(a) IHS' representations and warranties contained in the SPA
will be true and correct in all material respects;
(b) the IHS Debtors will have performed or complied with each
of the covenants and agreements set forth in the SPA; and
(c) IHS will deliver to Briarwood a certificate certifying
that the conditions set forth in Sections 6.1 and 6.2 of
the SPA have been satisfied.
On August 29, 2003, IHS provided Briarwood with the Certificate.
In reliance on IHS' Certificate and the representations it
contained, Briarwood closed on the SPA.
Unknown to Briarwood at that time, IHS failed to comply with
certain of the representations, warranties, covenants or
agreements set forth in the SPA. Consequently, Briarwood
diligently attempted to informally resolve its claims against IHS
Liquidating, LLC, under the SPA. However, Briarwood and IHS
Liquidating were not able to informally resolve the claims.
Trust Fund Taxes
The Internal Revenue Code requires employers to withhold federal
income and social security taxes from their employees' wages.
The withheld taxes are deemed to be a special fund held in trust
for the benefit and exclusive use of the Government, and are
commonly called "trust fund taxes."
However, the IHS Debtors failed to remit to the appropriate
"Governmental Authorities" substantial sums in "trust fund taxes,"
which were withheld from employee payroll checks on or before the
August 29, 2003, Closing, including "trust fund taxes" from
employee payroll checks funded on or before the Closing Date. As
a result, Briarwood had to pay the IHS Debtors' substantial
employee "trust fund tax" obligations out of its own funds.
Briarwood is still trying to determine the exact amount owed by
IHS Liquidating for the "trust fund taxes." It is estimated that
the amount will be substantial, Mr. Rosner says.
Georgia Medicaid Payments
On November 4, 2003, Kim Hinton, the Director of Financial
Services of the Georgia Department of Community Health, testified
during an evidentiary hearing before the Court that the Georgia
Medicaid Authorities provided the Debtors with over $9,000,000 in
"prospective" Medicaid payments from April 2003 through
August 2003. Since that time, the "prospective" payments made by
the Georgia Medicaid Authorities to the IHS Debtors have been
recouped from Briarwood.
Mr. Rosner relates that the Georgia Medicaid Authorities
characterized the excess Medicaid payments that were provided to
the IHS Debtors as "prospective" payments as they were clearly
intended for future medical services to be rendered.
Consequently, these "prospective" Medicaid payments were clearly
"prepaid items."
Although the IHS Debtors were permitted under the Stock Purchase
Agreement to remove "Cash" on hand at the Closing, they were not
permitted to remove either "prepaid items" or "deposits." Thus,
under the terms of the Stock Purchase Agreement, there should have
been "Cash" left of at least $9,100,000 to cover the "prepaid
items." Instead, the IHS Debtors removed all the "Cash," causing
the $9,100,000 owed to the Georgia Medicaid Authorities to be
ultimately recouped from Briarwood.
"The [IHS] Debtors certainly knew they were getting double (2x)
payments which were not for current billing and services," Mr.
Rosner says. "The double (2x) payments received by the [IHS]
Debtors should have either been returned to the Georgia Medicaid
Authorities or escrowed for prospective services to be rendered if
authorized to do so."
"[T]he [IHS] Debtors should have treated such funds in the nature
of 'deposits' and should have set aside 'Cash' in the amount of at
least $9.1 million to cover these deposits," Mr. Rosner contends.
Post-Closing Receivables
Briarwood's obligations under the Stock Purchase Agreement were
conditioned on the IHS Debtors' compliance with a "Medicare
Settlement." Pursuant to the Medicare Settlement, the IHS
Debtors were required to execute a comprehensive settlement
agreement with certain federal agencies, including the United
States Department of Justice, the Centers for Medicare and
Medicaid Services and the Office of the Inspector General,
"providing for a full settlement and compromise of all asserted
claims" against the IHS Debtors arising under certain federally
funded governmental health care programs.
The United States had asserted certain claims against the IHS
Debtors for civil or administrative monetary claims:
* under the False Claims Act, the Program Fraud Civil Remedies
Act, and the common law doctrines of payment by mistake,
unjust enrichment, breach of contract, or fraud;
* for certain civil monetary penalties imposed pursuant to the
Civil Monetary Penalties Law; and
* for permissive exclusion from Medicare, Medicaid, and other
Federal health programs.
On August 28, 2003, the IHS Debtors, as required under the Stock
Purchase Agreement, entered into a settlement agreement with the
United States, which required the IHS Debtors to pay the
Department of Justice $19,100,000 in connection with the False
Claims Act Claims. The Medicare Settlement carries out the intent
of the Stock Purchase Agreement that the asserted claims,
including the United States False Claims Act Claims, would be paid
solely by the IHS Debtors and not by Briarwood, being a non-party
to the Medicare Settlement. Hence, the IHS Debtors were solely
responsible for the False Claims Act Payment.
Nevertheless, IHS Liquidating improperly used $17,100,000 of post-
closing collections of Briarwood's receivables to pay the asserted
claims referred under the Stock Purchase Agreement, including the
False Claims Act Claims, despite the fact that Briarwood acquired
all of the IHS Debtors' assets, except for certain designated
"Excluded Assets," under the Stock Purchase Agreement.
Moreover, IHS did not designate a $17,100,000 receivable from the
Centers for Medicare and Medicaid Services as one of the
"Excluded Assets" under the Stock Purchase Agreement. This
$17,100,000 receivable was one of the assets acquired by Briarwood
under the terms of the Agreement.
Trade Vendor Payments
The Stock Purchase Agreement defined "Ordinary Course of
Business" to mean "the ordinary course of business consistent with
past custom and practice" of the IHS Debtors, "including with
respect to quantity and frequency."
According to Mr. Rosner, the IHS Debtors did not pay their trade
vendors $9,000,000 in the "Ordinary Course of Business," as
required under the Stock Purchase Agreement. As a result,
Briarwood was forced to pay the trade vendor obligations, which
should have been paid on or before the Closing.
IOS Settlement Payment
In January 2002, the IHS Debtors brought an avoidance action
against IOS Capital, Inc., seeking to recover $251,814 in payments
made to IOS on certain leases as either preferences or fraudulent
conveyances.
On August 27, 2003, the IHS Debtors, without Briarwood's
knowledge, entered into a settlement stipulation with IOS, which
provided for, among other things, payment to IOS of an allowed
administrative claim for $350,000 and the dismissal of the IOS
Preference Action, despite prohibition under the Stock Purchase
Agreement.
Briarwood opposed the IOS Settlement essentially on the ground
that any financial liability incurred under it, including payment
of the $350,000 administrative claim, should belong to the HIS
Debtors and not to Briarwood. Briarwood further argued that the
IOS Settlement was an "Excluded Liability" under the Stock
Purchase Agreement, which was not acquired by Briarwood and
remains the responsibility of either the IHS Debtors of IHS
Liquidating.
Nevertheless, to resolve their dispute without a protracted
litigation, Briarwood paid IOS the $350,000 administrative claim,
without prejudice to its right to assert a claim over against IHS
Liquidating for all amounts paid by Briarwood under the IOS
Settlement.
Mr. Rosner explains that under the terms of the Stock Purchase
Agreement, Briarwood is entitled to reimbursement of that amount
from IHS Liquidating, since any monies owed to IOS was an
"Excluded Liability," as it essentially related to and resolved an
"Excluded Asset." Therefore, IHS Liquidating should be compelled
to comply with the terms of the Stock Purchase Agreement, and
reimburse Briarwood the $350,000 it paid to IOS for its Excluded
Liability.
According to Mr. Rosner, IHS Liquidating should reimburse
Briarwood, since the Stock Purchase Agreement precluded the IHS
Debtors from:
-- entering into a settlement and incurring debt to IOS in
excess of $250,000 without Briarwood's written approval
during the prohibited period from January 28, 2003, to the
Closing Date of the Stock Purchase Agreement; and
-- failing to make its monthly payments on the IOS Leases in
the ordinary course of business.
"If [IHS Liquidating] does not reimburse Briarwood, it will have
been unjustly enriched in the amount of $350,000," Mr. Rosner
says.
Briarwood Should be Reimbursed
Accordingly, Briarwood asks the Court to compel IHS Liquidating to
comply with the terms of the Stock Purchase Agreement.
Mr. Rosner asserts that Briarwood's request should be granted on
the grounds that IHS Liquidating:
(1) should reimburse Briarwood's substantial payments to
Governmental Authorities for the IHS Debtors' "trust fund
taxes" due on their employee's wages, since it was the IHS
Debtors' responsibility to make the payments under both
law and the Stock Purchase Agreement;
(2) should reimburse Briarwood for $9,100,000 in recoupment
payments to the Georgia Medicaid authorities based on the
IHS Debtors' receipt of "prospective" or excessive
Medicaid payments in that amount, as a result of the IHS
Debtors' failure in segregating "cash" for the "Pre-paid
Items" and "Deposits," as required under the Stock
Purchase Agreement;
(3) improperly collected $17,100,000 in Post-Closing
receivables due to Briarwood, since they were not
"Excluded Assets" under the terms of the Stock Purchase
Agreement;
(4) should reimburse Briarwood's $9,000,000 in payments to the
IHS Debtors' trade vendors, since the IHS Debtors failed
to make the payments in the "ordinary course" of their
"business," as required under the Stock Purchase Agreement
and as they represented and certified in their certificate
at Closing; and
(5) should reimburse Briarwood's $350,000 payment to IOS,
since, among other things, it was an "Excluded Liability"
under the Stock Purchase Agreement, as it was a settlement
payment relating to the IOS Preference Action, which was
an "Excluded Asset" under the Stock Purchase Agreement.
Integrated Health Services, Inc. -- http://www.ihs-inc.com/--
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states. The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389). Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002. Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003. The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors. On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts. (Integrated Health Bankruptcy News, Issue No.
87; Bankruptcy Creditors' Service, Inc., 215/945-7000)
INTERSTATE GENERAL: Continuing Losses Prompt PCXE to Halt Trading
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Interstate General Company L.P. (Pacific: IGC) had received notice
from the Pacific Stock Exchange that IGC is not in compliance with
the requirements for continued listing of the Company's Class A
Units on the PCXE. The determination by the PCXE was based upon
the Company's disclosure in its December 15 and December 22, 2004,
news releases of having losses from continuing operations and/or
net losses in each of its five most recent fiscal years (which
violates PCXE Rule 5.5 (1)(3)). Trading in the Company's Units
was suspended by the PCXE effective before the opening of business
on Dec. 29, 2004.
The PCXE will conduct a formal review of the Company's listing
status on January 20, 2005 in order to determine whether continued
listing is appropriate. The PCXE has requested that the Company
submit in writing any relevant information for its consideration
at such hearing. As noted in the Company's previous press
releases relating to its delisting by the American Stock Exchange
("AMEX"), IGC does not have available resources to bring the
Company into compliance with the PCXE's listing qualification.
Accordingly, the Company expects the PCXE will decide to delist
its Units at the close of business on January 20, 2005. IGC does
not intend to appeal the expected decision to delist the Company's
Units.
IGC expects that the PCXE will submit an application to the
Securities and Exchange Commission to strike the Company's Units
from listing and registration on the PCXE within five business
days after January 20, 2005.
As stated in the Company's press release dated December 14, 2004,
when it announced that it had received notice from the AMEX of
non-compliance with its listing requirements, the Company's
management and board of directors are considering steps to be
taken to protect the Unit holders' equity in the Company following
the delisting of its Units.
About the Company
Interstate General Company L.P.'s principal activities are to
develop and sell residential and commercial land and to find
innovative solutions for disposal of municipal waste. The real
estate activities include community development, development and
ownership of rental apartments and real estate management
services. The Group also pursues waste disposal contracts with
municipalities and government entities as well as industrial and
commercial waste generators.
Going Concern Doubt
The Company received a "going concern" qualification in the
opinion of its independent auditors for its 2002 financial
statements. The Company has received a similar qualification in
its independent auditor's opinion for its 2003 financial
statements. The Company expects to incur further losses in 2004
and to be severely constrained financially unless and until an
equity investor is obtained for its Brandywine project and
development equity is obtained for its Puerto Rico waste project.
In its Form 10-QSB for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Interstate
General posts a $1,504,000 net loss in Sept. 2004 compared to a
$696,000 net loss from the previous year.
INT'L. FABRICATORS: Case Summary & 20 Largest Unsecured Creditors
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Debtor: International Fabricators & Erectors, Inc.
aka American Industrial Machining, LLC
1710 Southern Road
Kansas City, Missouri 64120
Bankruptcy Case No.: 04-47993
Type of Business: The Debtor manufactures fabricated metal
products.
Chapter 11 Petition Date: December 29, 2004
Court: Western District of Missouri (Kansas City)
Judge: Arthur B. Federman
Debtor's Counsel: Joanne B. Stutz, Esq.
Evans & Mullinix, P.A., Suite 200
7225 Renner Road
Shawnee, Kansas 66217
Tel: 913-962-8700
Fax: 913-962-8701
Total Assets: $6,152,005
Total Debts: $6,334,382
Debtor's 20 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
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Carpenters Fringe Benefit Union Benefits $774,141
Fund
3100 Boroadway
Kansas City, MO 64111
Internal Revenue Service 941 Withholding Taxes $443,077
Ogden, UT 84201
Missouri Dept. of Revenue Withholding Taxes - $151,573
P.O. Box 3375 Tax lien may have
Jefferson City, MO 65105 been filed but
insufficient equity to
secure debt
Sedalia Steel Supply, Inc. Trade Payable $50,006
Roger Buckman Loan $45,448
Manager of Finance Property Taxes/Real $43,337
and Personal
Central Conveyor Company Trade Payable $39,500
CBIZ Accounting Professional $31,363
Services
Kirk Welding Supply, Inc. Trade Payable $24,104
City of Kansas City, Withholding $22,891
Missouri Revenue Division earnings tax
Geosystems Engineering Trade Payable $22,330
Abresist Corporation Trade payable &