/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/051019.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, October 19, 2005, Vol. 9, No. 248 Headlines AGRISTAR FLOWERS: Voluntary Chapter 11 Case Summary AMERICAN ENERGY: Balance Sheet Upside Down by $559,781 at June 30 ARTHUR STEIN: Case Summary & 16 Largest Unsecured Creditors AT HOLDINGS: S&P Rates Proposed $50M Senior Discount Notes at B- AURA SYSTEMS: AGP To Make $4 Million Cash Infusion Under Plan AVRAHAM NISSANIAN: Case Summary & 11 Largest Unsecured Creditors BALL CORP: Closing New Sr. Sec. Facility & Redeeming Sr. Notes BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Cert. Classes BIRCH TELECOM: Wants Until April 9 to Make Lease-Related Decisions CABLE & WIRELESS: Fitch Retains Long Term Rating at BB+ CEDRIC KUSHNER: Posts $1.6 Mil Net Loss in Quarter Ended June 30 CENTRAL PARKING: Projects 4.8M Share Buy-Back for $74.4 Million CERBERUS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors CHARLES D. PARRISH: Case Summary & 2 Largest Unsecured Creditors CHARLES E. PARRISH: Case Summary & 2 Largest Unsecured Creditors CHOCTAW TRANSPORT: Voluntary Chapter 11 Case Summary CITGO PETROLEUM: Fitch Rates Proposed $1.85 Billion Loans at BB+ CONCRETE MASTERS: Case Summary & 20 Largest Unsecured Creditors CORPORATE OCCUPATIONAL: Case Summary & 19 Largest Creditors COTTAGE GROVE: Voluntary Chapter 11 Case Summary CROWN HOLDINGS: Sells Plastic Closures Unit to PAI for $750-Mil DEL LABORATORIES: S&P Places B Rating on $185MM Senior Sec. Notes DELPHI CORP: Final DIP Financing Hearing Scheduled on October 27 DELPHI CORP: Has Until January 22 to file Schedules and Statements DELPHI CORP: Court Approves Rothschild Inc. as Financial Advisors DENNY'S CORP: Settles Calif. Labor Litigation for $7.75 Million DUESTERHAUS FERTILIZER: Case Summary & 38 Largest Creditors DIAGNOSTIC IMAGING: Case Summary & 20 Largest Unsecured Creditors DP 8 LLC: Vanderbilt Asks Court to Confirm Second Amended Plan FEDERAL-MOGUL: Gets Court OK to Hire Morgan Lewis as ERISA Counsel FOAMEX INT'L: Wants Court Okay on Interim Compensation Procedures FOAMEX INT'L: Seeks Court Authority to Reject Five Leases FOAMEX INT'L: Wants Court Okay to Reject 13 Executory Contracts GARDEN RIDGE: Asks Court to Delay Entry of Final Decree GENERAL MOTORS: Fitch Places GMAC Ratings on Watch Evolving GENERAL MOTORS: Poor 3rd Quarter Results Cue S&P to Review Ratings GENERAL MOTORS: Exploring Sale of Controlling Stake in GMAC GENERAL MOTORS: Inks Tentative Agreement with UAW on Health Care GLOBAL MATRECHS: Restated 2004 Results Show $3 Million Net Loss HARTCO OF KENTUCKY: Case Summary & 20 Largest Unsecured Creditors HILCORP ENERGY: S&P Puts B Rating on $175M Sr. Unsecured Notes INTERTAPE POLYMER: Releases Third Quarter Financial Results INTEGRATED SECURITY: Balance Sheet Upside-Down by $3.5M at June 30 J. CREW: Lenders Consent to Merger Among Parents & Intermediate JACOBSON RESONANCE: Case Summary & 20 Largest Unsecured Creditors KENCO LLC: Case Summary & 12 Largest Unsecured Creditors KMETZ CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors KULLMAN INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors LEATHER FACTORY: Voluntary Chapter 11 Case Summary LUCKY CONVENIENCE: Case Summary & 20 Largest Unsecured Creditors MESABA AVIATION: Wants to Hire Ravich Meyer as Bankruptcy Counsel MESABA AVIATION: Wants Section 345 Deposit Guidelines Waived MESABA AVIATION: Wants DLA Piper as Special Counsel MIRANT CORP: Asks Court to Approve Kinder Morgan Settlement Accord MIRANT CORP: Wants Settlement with L.A, Water & Power Dept. Okayed NATURADE INC: Inks Multi-Mil Pact to Buy Living Essentials Assets NEXTMEDIA OPERATING: Moody's Rates New $100 Million Loan at B3 NORCAL WASTE: S&P Changes Outlook to Stable from Positive NORTEL NETWORKS: Names Mike S. Zafirovski as President & CEO OCEANTRADE CORP: Voluntary Chapter 11 Case Summary ORGANIZED LIVING: Proposes Auction Procedures to Sell Trademarks OSE USA: Merging with Orient Semiconductor in Privatization Deal PERSISTENCE CAPITAL: Bruinbilt Wants Rule 2004 Probe on Oct. 31 PIMS NEW YORK: Voluntary Chapter 11 Case Summary PLYMOUTH RUBBER: Gets Fourth Interim Order to Use Cash Collateral PROXIM CORPORATION: Wants Until Jan. 9 to File Chapter 11 Plan QTC MANAGEMENT: S&P Assigns B Rating to Proposed $115 Mil. Loans QUAY CORPORATION: Case Summary & 20 Largest Unsecured Creditors REFCO INC: Files for Chapter 11 Protection in S.D. New York REFCO INC: Case Summary & 50 Largest Unsecured Creditors RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on Two Cert. Classes RIDDICK L. BOWE: Case Summary & 15 Largest Unsecured Creditors ROBEWORKS INC: Exits Bankruptcy Protection with Parent Company ROBOTIC VISION: Court Approves Asset Sale to Siemens for $23 Mil. ROGER BEECHAM: Case Summary & 39 Largest Unsecured Creditors SAINT VINCENTS: Wants Excl. Plan Filing Period Extended to March 2 SAINT VINCENTS: Wants to Create Subsidiary Under OMH Contract SAINT VINCENTS: HUD Objects to $35 Million Commerce Bank Loan SAVAS SANTAMOURIS: Case Summary & 20 Largest Unsecured Creditors SKYWAY COMMUNICATIONS: Wants More Time to File Chapter 11 Plan SOLUTIA INC: Ex-Employee Wants Savings Plan Claimant Class Status SPIRIT AEROSYSTEMS: S&P Affirms BB- Corporate Credit Rating SPORTS CLUB: Cuts Net Loss by $998K in Amended 1st Quarter Results SPORTS CLUB: Amended 2nd Qtr. Financials Cut Net Loss by $1.15M T.A.T. PROPERTY: Case Summary & 36 Known Creditors TANNER FAMILY: Case Summary & 20 Largest Unsecured Creditors TEAM HEALTH: S&P Reviews Ratings Due to Blackstone Buy-Out Plans TEXAS AFFORDABLE: S&P Slashes Mortgage Revenue Bonds from B to CCC TOM'S FOODS: Wants Sale Process Completed Before Drafting Plan TOYS "R" US: Moody's Lowers Senior Unsecured Debt Rating to Caa2 TRANSMONTAIGNE INC: Moody's Changes Rating Outlook to Negative TRUST ADVISORS: Wants to Hire Cohn Birnbaum as Special Counsel TRUST ADVISORS: Look for Bankruptcy Schedules on November 29 US AIRWAYS: Dist. Court Clears Fidelity from DiFelice Class Action U.S. MERCHANDISE: Case Summary & 20 Largest Unsecured Creditors VENCOR INT'L: Exits Bankruptcy Protection with Subsidiary VICTORIA IND.: Earns $36K of Net Income in 6-Months Ended June 30 VINCENT SUBIRATS: Case Summary & 7 Largest Unsecured Creditors VOUGHT AIRCRAFT: S&P Affirms Low-B Ratings and Outlook is Negative * Upcoming Meetings, Conferences and Seminars ********* AGRISTAR FLOWERS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Agristar Flowers, Inc. a/k/a Stewart Orchids P.O. Box 460 Natchez, Mississippi 39121-0460 Bankruptcy Case No.: 05-06416 Type of Business: The Debtor grows and sells orchids and other plants. See http://www.stewartorchids.com/ Chapter 11 Petition Date: October 14, 2005 Court: Southern District of Mississippi (Jackson) Judge: Edward Ellington Debtor's Counsel: Melanie T. Vardaman, Esq. Harris & Geno, PLLC P.O. Box 3380 Ridgeland, Mississippi 39158-3380 Tel: (601) 427-0048 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its 20 Largest Unsecured Creditors. AMERICAN ENERGY: Balance Sheet Upside Down by $559,781 at June 30 ----------------------------------------------------------------- The American Energy Group, Ltd., delivered its annual report on Form 10-KSB for the year ending June 30, 2005, to the Securities and Exchange Commission on October 14, 2005. The Company reported no revenues and a $706,670 net loss for the year. At June 30, 2005, the Company's balance sheet showed $94,827 in total assets and a $559,781 stockholders deficit. Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, audited the company's Fiscal 2005 financials. A full-text copy of the regulatory filing is available at no charge at http://ResearchArchives.com/t/s?260 Headquartered in Houston, Texas, The American Energy Group, Ltd. was, until its bankruptcy in 2002, an independent oil and natural gas company engaged in the exploration, development acquisition and production of crude oil and natural gas properties in the Texas gulf coast region of the United States and in the Jacobabad area of the Republic of Pakistan. The Company's creditors filed an involuntary chapter 7 petition on June 28, 2002 (Bankr. S.D. Tex. Case No. 02-37125). Leonard H. Simon, Esq., at Pendergraft & Simon L.L.P represents the Debtor in its chapter 11 case. The Company converted the chapter 7 case to a chapter 11 proceeding and confirmed a chapter 11 plan. That plan did not stop a secured creditor from foreclosing on the company's Fort Bend County oil and gas leases. On April 14, 2005, The American Energy Operating Corp., an inactive subsidiary of The American Energy Group, Ltd., filed a voluntary Chapter 7 bankruptcy petition (Bankr. S.D. Tex. Case No. 05-35757). ARTHUR STEIN: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Arthur Stein, Jr. 15 Pine Park Avenue Bayville, New York 11709 Bankruptcy Case No.: 05-88991 Chapter 11 Petition Date: October 14, 2005 Court: Eastern District of New York (Central Islip) Judge: Melanie L. Cyganowski Debtor's Counsel: Barton Nachamie, Esq. Todtman Nachamie Spizz & Johns PC 425 Park Avenue New York, New York 10022 Tel: (212) 754-9400 Estimated Assets: $100,000 to $500,000 Estimated Debts: $1 Million to $10 Million Debtor's 16 Largest Unsecured Creditors: Nature of Entity Claim Claim Amount ------ --------- ------------ IRS Special Procedures Staff $443,257 10 MetroTech Center 625 Fulton Street Brooklyn, NY 11201 IRS $443,257 Holtsville, NY 00501 New York State $72,400 Department of Taxation Harriman Campus, Building 9 Albany, NY 12227-0125 New York State $72,400 Department of Taxation Bankruptcy Section P.O. Box 5300 Albany, NY 12205-0300 First USA Bank NA Credit Card $29,376 P.O. Box 15153 Wilmington, DE 19886-5153 First USA Bank NA Credit Card $25,579 P.O. Box 15153 Wilmington, DE 19886-5153 National Financial $19,480 Systems Inc. 600 West John Street P.O. Box 9046 Hicksville, NY 11802-9046 Portfolio Recovery $13,267 Associates LLC 140 Corporate Boulevard Norfolk, VA 23502 Advanta Bank Corp. Credit Card $12,000 P.O. Box 8088 Philadelphia, PA 19101-8088 Del Vecchio & Recine LLP Legal Services $10,000 1100 Franklin Avenue Garden City, NY 11530 Bank of America Credit Card $10,000 P.O. Box 53132 Phoenix, AZ 85072-3132 North Shore Medical Bills $7,839 University Hospital c/o Smith Carroad Levy Finkel 5036 Jericho Turnpike P.O. Box 49 Commack, NY 11725 Huntington Hospital Medical Bills $6,800 Association 270 Park Street Huntington, NY 11743 Capital One Bank $3,344 P.O. Box 70884 Charlotte, NC 28272-0881 Citi Cards Credit Card $2,400 P.O. Box 8115 S. Hackensack, NJ 07606-8115 Citi Cards Credit Card $1,800 P.O. Box 8110 S. Hackensack NJ 07606-8110 AT HOLDINGS: S&P Rates Proposed $50M Senior Discount Notes at B- ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings, including the 'B+' corporate credit rating, on Argo-Tech Corp. and removed the ratings from CreditWatch, where they were placed with negative implications on Sept. 14, 2005. At the same time, Standard & Poor's assigned its 'B+' corporate credit rating to Argo-Tech's parent, AT Holdings Corp., and its 'B-' rating to the proposed $50 million senior discount notes due 2012 to be issued by AT Holdings. The new notes will be sold via SEC Rule 144A with registration rights. The outlook on both entities is stable. AT Holdings is to be acquired by VGAT Investors LLC, a new entity formed by the private equity firms Greenbriar Equity Group and Vestar Capital Partners. The $450 million transaction value, including fees and expenses, will be funded by the proposed $50 million senior discount notes, a $5 million add-on to Argo-Tech's existing term loan, and $120 million of equity from the new owners and current management. The existing $250 million unsecured notes will remain outstanding, if the proper consents are received from note holders. Debt to EBITDA -- adjusted for non-cash compensation costs -- for fiscal 2005 will increase to almost 6.5x pro forma for the transaction from around 5.5x otherwise. "The higher leverage is offset by the sizable cash equity investments by the new owners and improving market conditions, especially in commercial aerospace," said Standard & Poor's credit analyst Christopher DeNicolo. Leverage should decline modestly over the intermediate term as EBITDA increases, but no significant debt reduction is expected. Argo-Tech's overall financial profile is likely to remain weak, but appropriate for the rating, in 2006, with funds from operations to debt around 10% and EBITDA interest coverage of 1.5x-2x. In addition, the company is expected to maintain its high operating margins in the 25%-30% range. The ratings on Cleveland, Ohio-based Argo-Tech reflect participation in the cyclical and competitive commercial aerospace industry and high financial risk due to a sizable debt load. Those factors are offset by the company's established positions in niche markets and solid profit margins. Ratings incorporate expectations of improving credit measures driven by a recovery in the company's markets. Argo-Tech is the world's largest supplier of main engine fuel pumps, which are used in approximately two- thirds of large commercial aircraft in service. The firm also has leading positions in commercial and military airframe fuel pumps and valves, aerial refueling components installed on U.S. military aircraft, and components for ground fueling systems for major commercial airports. In addition, the company provides cryogenic pumps and other components to the liquefied natural gas industry. Improving market conditions, especially in commercial aerospace, should result in increasing earnings and cash flow, offsetting the higher leverage from the transaction in the intermediate term. The outlook could be revised to negative if leverage does not decline as expected, due either to operational shortfalls or higher debt levels to finance a dividend or acquisitions. A revision of the outlook to positive is not expected in the near term. AURA SYSTEMS: AGP To Make $4 Million Cash Infusion Under Plan ------------------------------------------------------------- Aura Systems, Inc., delivered its Plan of Reorganization and a Disclosure Statement explaining that Plan to the U.S. Bankruptcy Court for the Central District of California in Los Angeles on Oct. 3, 2005. Cash Infusion On the effective date of the Plan, AGP Lender LLC will contribute a total of $4 million cash to the reorganized Debtor. In exchange for the capital infusion, AGP will receive $6,304,177 shares of the Reorganized Debtor's common stock plus 630,418 warrants. The Reorganized Debtor will use the money received from AGP to pay for all allowed administrative claims, allowed priority claims and unsecured claims less than $2,500. The common stock to be issued to AGP will comprise approximately 32.53% of the Reorganized Debtor's issued and outstanding stock on the effective date. New Publicly Traded Stock Pursuant to the Plan, the Debtor will exit bankruptcy as a publicly traded company, with a maximum of 20 million issued and outstanding shares of common stock and a maximum of 4.5 million warrants reserved for issuance. Stock Warrants A total of 4,371,367 stock warrants will be issued on the effective date of the Plan. The Debtor says the warrants will create a greater vested interest in the reorganized Debtor and provide additional working capital. Each warrant entitles the holder to purchase one share of the Reorganized Debtor's common stock at: -- $3 on the first 12 months after the effective date; -- $3.5 on the second twelve months after the effective date; and -- $4 on the third twelve months after the effective date. Koyah Claims As provided for in the Plan, The Debtor's only outstanding debt upon emergence from Chapter 11 will be the allowed claim of a group of lenders known as the Koyah entities plus any allowed priority tax claims. The Koyah entities say that they are owed approximately $5.5 million as of the petition date. The Debtor contends that the Koyah Entities' claims amount to only $2.75 million without taking into account affirmative claims and causes of action the Debtor intend to file against them. The Debtor says that if no agreement on the terms of a consensual Plan can be reached, the Koyah entities will end with no allowed claim and will possibly owe the Debtor money. Treatment of Claims Secured Claims The Plan proposes to pay the Koyah entities' secured claim in sixty equal monthly installments, with interest at the Federal Funds Rate existing on the effective date, plus 2%. If an objection is pending on the Koyah entities' claim as of the effective date, the Debtor will place all payments due to them under a segregated interests bearing account. The segregated payments, pending the resolution of the Bankruptcy Court, will be computed based on the Koyah Entities' asserted claim. Blue Collar Films Inc.'s $1 million and AGP's $1.2 million DIP Loans will be paid through the issuance of the Reorganized Debtor's common stock. Blue Collar will get 2,142,435 shares of common stock plus 214,243 warrants while AGP will get 2,501,970 shares of common stock plus 250,197 warrants. The Common stock distribution allotted for the payment of the two DIP loans will comprise approximately 23.22% of the Reorganized Debtor's issued and outstanding common stock. Ezra Mayer's $100,000 secured claim will be paid in full with 57,143 shares of the Reorganized Debtors' common stock plus 11,429 warrants. Unsecured Claims Allowed unsecured claim holders, estimated at $7.6 million, will receive a pro rata distribution of the Reorganized Debtor's common stock in full satisfaction of their claims. 4,340,907 common shares, comprising 21.7% of the Reorganized Debtor's issued and outstanding common stock, plus 868,181 warrants will be issued under this class. All allowed unsecured claims less than $2,500 will be paid in cash and in full on the effective date. Holders of allowed unsecured claims greater than $2,500 but less than $10,000 can opt to reduce their claim to $2,500 and receive cash payment. Interest Holders Holders of the Debtor's 439,123,150 shares of issued and outstanding common stock will receive a pro rata distribution of 1,333,965 shares of the Reorganized Debtor's common stock plus 328,777 warrants. The common stock distribution under this class will comprise approximately 6.67% of the Reorganized Debtor's issued and outstanding common stock. Holders of the Debtor's $10.2 million issued and outstanding Series B stock will receive a pro rata distribution of 2,961,586 shares of the Reorganized Debtor's common stock plus 987,195 warrants. The common stock distribution under this class will comprise approximately 14.81% of the Reorganized Debtor's issued and outstanding common stock. Holders of the Debtor's 644,073 shares of issued and outstanding Series A stock will receive a pro rata distribution of 357,818 shares of the Reorganized Debtor's common stock plus 94,716 warrants. The common stock distribution under this class will comprise approximately 1.79% of the Reorganized Debtor's issued and outstanding common stock. The Bankruptcy Court will convene a hearing at 2:00 p.m. on Nov. 8, 2005, to determine the adequacy of the Debtor's disclosure statement. Headquartered in El Segundo, California, Aura Systems, Inc. -- http://www.aurasystems.com/-- develops and sells AuraGen(R) mobile induction power systems to the industrial, commercial and defense mobile power generation markets. The Company filed for chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case No. 05-24550). Ron Bender, Esq., at Levene Neale Bender Rankin & Brill LLP, represent the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it reported $18,036,502 in assets and $28,919,987 in debts. AVRAHAM NISSANIAN: Case Summary & 11 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Avraham Nissanian 138 34 78th Drive Flushing, New York 11367 Bankruptcy Case No.: 05-32915 Chapter 11 Petition Date: October 14, 2005 Court: Eastern District of New York (Brooklyn) Debtor's Counsel: Avrum J. Rosen, Esq. Law Offices Of Avrum J. Rosen 38 New Street Huntington, New York 11743 Tel: (631) 423-8527 Fax: (631) 423-4536 Estimated Assets: $50,000 to $100,000 Estimated Debts: $1 Million to $10 Million Debtor's 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Metropolitan National Bank Bank loan $2,314,752 As Agent For Export Import Bank Value of Collateral: 2 Park Avenue $1,400,000 New York, NY 10016 c/o Goldberg & Pines 275 Madison Avenue, 30th Floor New York, NY 10016 Wedbush Morgan Securities Bank loan $704,000 P.O. Box 30014 Los Angeles, CA 90030-0014 c/o Lisa Catalano, Esq. Davidson & Grannum, LLP 250 West 57th Street, Suite 1311 New York, NY 10107 United States Small Business Bank loan $566,000 Administration P.O. Box 740192 Atlanta, GA 30374-0192 Tsion Sofer loan for $461,000 Tchernihovski 18 infusion in Jerusalem, Israel business Morgan Stanley Dean Witter Bank loan $296,000 Credit Corporation 98 Floral Avenue, Suite 102 Murray Hill, NJ 07974 Morgan Stanley Dean Witter Bank loan $157,761 Credit Corporation 98 Floral Avenue, Suite 102 Murray Hill, NJ 07974 Chase Small Business Bank loan $72,275 Financial Services 528 South Main Street Akron, OH 44301 MBNA Bank loan $18,838 P.O. Box 15019 Wilmington, DE 19850-5019 MBNA Trade debt $6,372 P.O. Box 15019 Wilmington, DE 19850-5019 Ameican Honda Finance Corp. Bank loan $2,293 P.O. Box 7829 Philadelphia, PA 19101-7829 Capital One Bank loan $448 P.O. Box 70884 Charlotte, NC 28272-0884 BALL CORP: Closing New Sr. Sec. Facility & Redeeming Sr. Notes -------------------------------------------------------------- Ball Corporation [NYSE:BLL] has completed the closing of its new senior secured credit facility. The new senior secured credit facility extends debt maturities at lower interest rate spreads and provides Ball with additional borrowing capacity and more flexibility for future growth. Ball will also redeem all $249 million of its outstanding 7-3/4% Senior Notes due in 2006. This redemption is scheduled for Nov. 14, 2005, and will result in an after-tax, one-time charge of approximately $3.9 million in the fourth quarter relating to payment of the call premium and write off of unamortized debt issuance costs. The refinancing and redemption of notes will result in a reduction of Ball's 2006 interest expense. Ball Corporation supplies metal and plastic packaging products, primarily for the beverage and food industries. The company also owns Ball Aerospace & Technologies Corp., which develops sensors, spacecraft, systems and components for government and commercial markets. Ball Corporation employs more than 13,500 people and reported 2004 sales of $5.4 billion. BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Cert. Classes -------------------------------------------------------------- Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities Trust 2004-PWR4: -- $95.2 million class A-1 at 'AAA'; -- $106 million class A-2 at 'AAA'; -- $630.9 million class A-3 at 'AAA'; -- Interest-only class X at 'AAA'; -- $19.1 million class B at 'AA'; -- $8.4 million class C at 'AA-'; -- $14.3 million class D at 'A'; -- $9.6 million class E at 'A-'; -- $9.6 million class F at 'BBB+'; -- $8.4 million class G at 'BBB'; -- $10.7 million class H at 'BBB-'; -- $3.6 million class J at 'BB+'; -- $4.8 million class K at 'BB'; -- $4.8 million class L at 'BB-'; -- $2.4 million class M at 'B+'; -- $2.4 million class N at 'B'; -- $2.4 million class P at 'B-'. Fitch does not rate the $10.7 million class Q. The rating affirmations reflect the stable pool performance and minimal paydown since issuance. As of the September 2005 distribution date, the pool has paid down 1.2% to $943.1 million from $954.9 million at issuance. Two loans maintain investment grade credit assessments: Shell Plaza at 14% and the GIC Office Portfolio at 9%. Shell Plaza is secured by two office buildings in Houston, Texas, totaling 1.8 million square feet. The total debt consists of an A note, a B note, and a mezzanine piece. Only the A note is included in the trust. As of the trailing 12 months ending March 2005, the Fitch stressed debt service coverage ratio was unchanged from issuance at 2.10 times. Occupancy as of June 2005 remained strong at 96%. The GIC Office Portfolio is secured by 12 office buildings located across seven states, totaling 6.4 million feet. The total debt consists of six pari passu A notes, a $125 million B note, and a $75 million mezzanine piece. Only the $85 million A-2C note is included in the trust. For year-end 2004, the Fitch stressed DSCR for the A note slightly increased to 1.61x compared with 1.59x at issuance. Occupancy remained strong at 90.1%. To date, there have been no realized losses and no delinquent or specially serviced loans. BIRCH TELECOM: Wants Until April 9 to Make Lease-Related Decisions ------------------------------------------------------------------ Birch Telecom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for an extension of their time to decide whether to assume, assume and assign, or reject non-residential real property leases pursuant to Section 365(d)(4) of the Bankruptcy Code. The Debtors want their decision period extended to the earliest of April 9, 2006, and the date on which a chapter 11 is confirmed. The Debtors tell the Court they are parties to 30 unexpired leases, the majority of which are used as corporate offices, warehouse and sales locations. The leased facilities are critical components of their restructuring and ongoing business operations, the Debtors say. The Debtors believe they will assume most of the leases. Some leases may not prove useful in the Debtors' reorganization and others may yield value to the estates through assignment to third parties. Until they have sufficient time to review the merits of each lease, the Debtors won't be able to determine which lease should be assumed, assigned or rejected. The Court will convene a hearing on October 27 at 11:00 a.m. to consider the Debtors' request. Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and its subsidiaries -- http://www.birch.com/-- owns and operates an integrated voice and data network, and offers a broad portfolio of local, long distance and Internet services. The Debtors provide local telephone service, long-distance, DSL, T1, ISDN, dial-up Internet access, web hosting, VPN and phone system equipment for small- and mid-sized businesses. Birch Telecom and 28 affiliates filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del. Case Nos. 05-12237 through 05-12265). When the Debtors filed for protection from their creditors, they estimated more than $100 million in assets and debts. CABLE & WIRELESS: Fitch Retains Long Term Rating at BB+ ------------------------------------------------------- Fitch Ratings affirmed Cable & Wireless' ratings at Long-term 'BB+' with Stable Outlook and Short-term 'B'. The ratings reflect a balanced assessment of the financial strength provided by the national telco business, the group's continuing significant net cash position, and the progress made in stabilizing the UK operations. Management has taken steps to refocus the group, including a withdrawal from the US and an emphasis on improving margins in the important UK market. The acquisition of Energis is expected to significantly boost the company's leading alternative operator position in the UK, while the stronger margins reported by Energis should contribute to further margin gains in the UK. The group nonetheless continues to face revenue pressure in the UK -- highlighted in the company's recent half-year trading update, while its national telco business faces ongoing pressure from market liberalization and competition. The Stable Outlook reflects the degree to which management has improved profitability in the UK and the healthy cash flows generated by the national telco business. Adjusting for the Energis deal C&W will remain in a net cash position with the company continuing to enjoy a degree of financial flexibility not available to many of its competitors. It remains the case that there is too much capacity in the UK fixed-line telecom markets, with further consolidation yet possible. Some two and a half years into its three-year turnaround plan, management has made considerable progress in improving C&W's financial profile. The heavily loss-making US operations were divested in early 2004, with exit costs of less than GBP300 million well within analysts' fears, while profitability in the UK operations has tangibly improved. Management has also moved to consolidate the UK business, acquiring UK local loop unbundler, Bulldog Communications in April 2004, and more recently announced the acquisition of UK altnet, Energis. While the Bulldog transaction was small, it signals a return to the UK residential/SME market where the company believes it can leverage the scale of its UK network. Energis is a more transformational deal, significantly boosting the company's market position in the UK business and wholesale carrier segments, while the higher margins earned by Energis, along with identified synergies, should combine to improve the overall profitability of the UK business. While the Energis deal for GBP594m in cash and further performance-related payments of up to GBP80m over the next three years will consume a sizeable slice of C&W's cash pile, Fitch regards this transaction as broadly positive. The transaction is expected to be earnings accretive in year one and significantly boosts the company's market position in the UK. While competition in the UK remains fierce, the prospects for the company's long- term survival in this market are strengthened by this transaction, while Energis-adjusted leverage remains acceptable for the rating level. C&W exhibits a healthy cash position and conservative funding structure, reflecting its divestment programme over recent years. As at March 2005 the company had cash of approximately GBP2.2 billion and debt of GBP824m. Fitch estimates pro-forma net cash of around GBP676m following the Energis deal and a lease-adjusted leverage of 0.30x. Some of Cable & Wireless' securities trade in the United States and the Company delivers periodic disclosures to the Securities and Exchange Commission. Cable & Wireless' SEC filings are available for free at http://researcharchives.com/t/s?e7 CEDRIC KUSHNER: Posts $1.6 Mil Net Loss in Quarter Ended June 30 ---------------------------------------------------------------- Cedric Kushner Promotions Inc. delivered its financial results for the quarter ended June 30, 2005, to the Securities and Exchange Commission on Oct. 6, 2005. For the three months ended June 30, 2005, Cedric Kushner reports a $1,653,509 net loss on $226,691 of revenues compared to a $4,826,241 net loss on $488,420 of revenues for the same period in 2004. Revenues of decreased by $261,729, or 54%, to $226,691 for the three months ended June 30, 2005 from $488,420 for the same period in the prior year. The Company attributes the lower revenues to a decrease in boxing promotion income of approximately $166,742 and a decrease in media income of approximately $94,987. The Company's balance sheet showed $4,518,870 of assets at June 30, 2005, and liabilities totaling $12,890,800. In addition, the Company had a working capital deficiency of $8,223,835 and a stockholders' deficit of $12,026,906 at June 30, 2005. Defaults As of June 30, 2005, the Company is in default on several notes and loans payable totaling $2,870,000. Management says that a failure to cure these defaults will significantly impede the Company's ability to raise additional funds and could result in the Company having to curtail or cease operations. Going Concern Doubt Wolinetz, Lafazan & Company, PC, expressed substantial doubt about Cedric Kushner's ability to continue as a going concern after it audited the Company's financial statements for the year ended Dec. 31, 2004 and 2003. The auditing firm pointed to the Company's significant operating losses in 2004 and 2003 and its working capital deficit at Dec. 31, 2004. Rosenberg, Rich, Baker, Berman & Company replaced Wolinetz Lafazan as the Company's independent certified public accountant on Sept. 21, 2005. About Cedric Kushner Cedric Kushner has three reportable segments: boxing promotions, media, and entertainment. The boxing promotions segment produces boxing events and promotes professional boxers. The media segment, consisting primarily of the Big Content subsidiary and its ThunderBox subsidiary, manages the creation, distribution, and maintenance of all sports media holdings, including the Company's media library of videotaped boxing events. The entertainment segment will produce or co-produce films, television programming and other video products. On January 12, 2005, the Company formed two new wholly owned subsidiaries, Ckrush Sports, Inc., and Ckrush, Inc. Sports will focus primarily on the boxing sector of the Company, while Ckrush will serve as the ultimate holding Company for the various Ckrush subsidiaries that have been set up as a result of the Company's diversification strategy. CENTRAL PARKING: Projects 4.8M Share Buy-Back for $74.4 Million --------------------------------------------------------------- Central Parking Corporation (NYSE: CPC) reported the preliminary results of its modified "Dutch Auction" tender offer, which expired at 12:00 midnight, New York City time, on October 14, 2005. In the tender offer, the Company offered to purchase up to 4.4 million shares of its common stock at a price that was not greater than $16.00 nor less than $14.00 per share. The Company expects to accept for purchase 4,800,000 shares at a purchase price of $15.50 per share, for a total cost of approximately $74.4 million. Based on the preliminary count by SunTrust Bank, the depositary for the tender offer, 4,859,674 shares of common stock, including 1,993,884 shares that were tendered through notice of guaranteed delivery, were properly tendered and not withdrawn at prices at or below $15.50 per share. Of the 4,800,000 shares to be purchased, 400,000 shares will be purchased in accordance with the Company's right, under the terms of the tender offer, to acquire a limited number of additional shares without extending the offer. Because the number of shares of common stock tendered at or below $15.50 per share exceeds the number of shares that the Company intends to purchase, the resulting estimated proration factor is approximately 98.8% of the shares of common stock tendered. The shares of common stock expected to be purchased represent approximately 13.0% of Central Parking's 36,784,155 shares of common stock issued and outstanding as of October 14, 2005. As a result of the completion of the tender offer, immediately following payment for the tendered shares of common stock, the Company expects that approximately 31,984,155 shares of common stock will be issued and outstanding. As previously announced, Central Parking will fund the payment for the shares of common stock validly tendered and accepted under the tender offer from borrowings of approximately $74.4 million provided through the revolving loan under its credit facility. The number of shares tendered and not withdrawn, the proration factor, and the purchase price per share are preliminary and are subject to verification by SunTrust Bank. The actual number of shares validly tendered and not withdrawn, the final proration factor, and the final purchase price per share will be announced promptly following completion of the verification process. Promptly after such announcement, the depositary will issue payment for the shares validly tendered and accepted under the tender offer and will return all other shares tendered and not accepted for purchase. The dealer manager for the tender offer is Banc of America Securities LLC, and the information agent is D.F. King & Co., Inc. The depositary is SunTrust Bank. Headquartered in Nashville, Tennessee, Central Parking Corporation is a leading global provider of parking and transportation management services. As of June 30, 2005, the Company operated more than 3,400 parking facilities containing more than 1.5 million spaces at locations in 37 states, the District of Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of Ireland, Mexico, Chile, Peru, Colombia, Venezuela, Germany, Switzerland, Poland, Spain, Greece and Italy. CERBERUS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Cerberus Holdings, Inc. d/b/a Hollis & Knight, Ltd. 10302 Bristolwood Court Laurel, Maryland 20708 Bankruptcy Case No.: 05-41635 Type of Business: The Debtor sells home furnishings, floor coverings and accessories. Chapter 11 Petition Date: October 15, 2005 Court: District of Maryland (Greenbelt) Judge: Paul Mannes Debtor's Counsel: Richard H. Gins, Esq. The Law Office of Richard H. Gins, LLC 3 Bethesda Metro Center, Suite 530 Bethesda, Maryland 20814 Tel: (301) 718-1078 Fax: (301) 718-8359 Estimated Assets: Not provided Estimated Debts: $100,000 to $500,000 Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Georgetown Renaisance $199,170 P.O. Box 890045 Charlotte, NC 28289 Mitchell Gold (Madison South) $15,930 P.O. Box 31307 Charlotte, NC 28231 E J Victor/Pride Sasser $14,346 Depatrment #74 P.O. Box 1070 Charlotte, NC 28201 Oly $9,953 Polidor $9,051 Bashian Brothers $8,275 Interlude Home, Inc. $7,437 Jeffrey Riley $6,776 Tozai Home/Two Co $6,747 Tom Killeen $6,530 Atlantic Media Affiliates, Inc. $5,657 Florence Manslyn $5,640 Ginger & John Laytham $5,633 Hachette Flipacchi Media $5,200 Deborah Kernan $5,000 Lori Graham $4,543 Flambro Imports $3,946 Nanci & Jay Weschier $3,598 Martha Marmo-Fernandes $3,576 Jaimie Young $2,990 CHARLES D. PARRISH: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Charles Daniel Parrish 29362 North Hawthorne Lane Libertyville, Illinois 60048-1695 Bankruptcy Case No.: 05-55780 Chapter 11 Petition Date: October 14, 2005 Court: Northern District of Illinois (Chicago) Judge: John H. Squires Debtor's Counsel: Allen J. Guon, Esq. Shaw Gussis Fishman Glantz Wolfson & Tow 321 North Clark Street, Suite 800 Chicago, Illinois 60610 Tel: (312) 541-0151 Fax: (312) 980-3888 Estimated Assets: $500,000 to $1 Million Estimated Debts: $10 Million to $50 Million Debtor's 2 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of Waukegan Loan Guaranty $5,203,393 1601 North Lewis Avenue Waukegan, IL 60079-1761 Gurnee Mills Limited Lease Guaranty $5,136,086 Partnership The Mill Corporation 1300 Wilson Boulevard Suite 400 Arlington, VA 22209-2307 CHARLES E. PARRISH: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Charles Edward Parrish 38677 North Gilbert Avenue Beach Park, Illinois 60099-3857 Bankruptcy Case No.: 05-55889 Chapter 11 Petition Date: October 14, 2005 Court: Northern District of Illinois (Chicago) Judge: A. Benjamin Goldgar Debtor's Counsel: Allen J. Guon, Esq. Shaw Gussis Fishman Glantz Wolfson & Tow 321 North Clark Street, Suite 800 Chicago, Illinois 60610 Tel: (312) 541-0151 Fax: (312) 980-3888 Estimated Assets: $500,000 to $1 Million Estimated Debts: $10 Million to $50 Million Debtor's 2 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of Waukegan Loan Guaranty $5,203,393 1601 North Lewis Avenue Waukegan, IL 60079-1761 Gurnee Mills Limited Lease Guaranty $5,136,086 Partnership The Mill Corporation 1300 Wilson Boulevard Suite 400 Arlington, VA 22209-2307 CHOCTAW TRANSPORT: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Choctaw Transport, Inc. P.O. Box 10548 Prichard, Alabama 36610 Bankruptcy Case No.: 05-17101 Type of Business: The Debtor is a trucking company. Chapter 11 Petition Date: October 15, 2005 Court: Southern District of Alabama (Mobile) Debtor's Counsel: Irvin Grodsky, Esq. Irvin Grodsky, P.C. P.O. Box 3123 Mobile, Alabama 36652-3123 Tel: (251) 433-3657 Fax: (251) 433-3670 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its 20 Largest Unsecured Creditors. CITGO PETROLEUM: Fitch Rates Proposed $1.85 Billion Loans at BB+ ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to CITGO Petroleum Corporation's proposed $1.15 billion senior secured revolving credit facility maturing in 2010 and $700 million secured term- loan B maturing in 2012. CITGO will be using proceeds from the new term-loan B and cash on hand to refinance the company's existing senior unsecured notes, which totaled $593 million on June 30, 2005. CITGO's industrial revenue bonds amounting $539 million on June 30, 2005 will remain outstanding. The company's fixed-rate IRBs, $147 million of the total IRBs, will become secured and rank pari pasu with the new credit facilities and will also be rated 'BB+'. The variable-rate IRBs, totaling the balance of $392 million on June 30, 2005, will be supported by letters of credit under the company's new credit facilities and are not rated by Fitch. Upon completion of the refinancing, CITGO's issuer default rating will be lowered to 'BB-' from 'BB'. The Rating Outlook for CITGO's debt will remain Stable. CITGO's new credit facilities will be secured by the company's current assets -- accounts receivable and inventories -- as well as the Lake Charles, Louisiana, and Corpus Christi, Texas, refineries. Covenants will include a maximum debt to capitalization of 55% and a minimum EBITDA-to-interest coverage of 3.00 to 1.00. There will also be a carve-out to allow for additional debt totaling the greater of $200 million or 10% of CITGO's net worth, as well as a $250 million accounts receivable securitization program. Fitch's primary concern with the refinancing is that CITGO's ultimate parent, the Bolivarian Republic of Venezuela -- long-term foreign currency rating of 'B+' by Fitch -- will have significantly increased flexibility to upstream cash from CITGO in the form of distributions. The relaxed dividend basket will allow for distributing 100% of net income beginning Jan. 1, 2005 plus a beginning basket of $131 million. This beginning basket represents net income from 2004 that has been distributed in 2005. Distributions are currently limited to a basket of 50% of net income beginning Jan. 1, 2003, free cash flow during the most recent four quarters, and a post-distribution liquidity requirement of $250 million. The free cash flow and liquidity requirements will be removed. Fitch is assuming that going forward, all excess cash beyond capital expenditures will be upstreamed to Venezuela. CITGO paid $612 million in distributions during the 12 months ending June 30, 2005. Venezuela will also be allowed to upstream gross proceeds of up to $3 billion of asset sales by CITGO, including inventories associated with the asset sales, but excluding the Lake Charles and Corpus Christi refineries. The asset sales can take place at any time during the life of the revolver and/or the term loan. While the value of the working capital as well as the Lake Charles and Corpus Christi refineries provide significant collateral coverage for the secured lenders, CITGO's ratings are also supported by the company's overall diverse and complex refining base with a total crude capacity of 970,000 barrels per day. The $3 billion asset sale option also increases the concerns with Venezuela's long-term strategy for CITGO. Given the strategic importance of CITGO to Venezuela and the strong refining margin environment, Fitch has assumed that there will be no major asset sales in the current ratings. CITGO's ratings continue to be supported by the improvements made to the company's balance sheet including the refinancing of the $550 million of 11-3/8% notes. Post the current refinancing, CITGO will have approximately $1.3 billion of balance sheet debt outstanding. Liquidity is expected to be near $900 million -- excluding the company's receivable securitization program. As noted, CITGO's refineries have also been upgraded over the past several years to process a high percentage of heavy sour crude, primarily from Venezuela. Heavy crudes sell at a 25% to 30% discount to lighter crudes such as the benchmarks West Texas Intermediate and Brent. CITGO's discounts, however, are limited somewhat by the crude contracts with Venezuela, which account for approximately 50% of CITGO's crude throughput. As the largest recipient of Venezuelan crude exports, CITGO remains a very critical piece of Venezuela's integrated oil strategy. In addition to the Venezuelan-related concerns, CITGO remains subject to other industry-wide risks as well. The company is making significant investments to meet ongoing regulations including the low-sulfur gasoline and on-road distillate regulations as well as its recent consent decrees to reduce emissions from its refineries. A key risk is that CITGO is postponing the on-road diesel expenditures at its Corpus Christi refinery and will not complete the upgrades to Lemont until after the 2006 deadline. The company anticipates the U.S. to have excess on-road diesel production, and in response, CITGO plans to sell its production from the two refineries into the off-road, higher sulfur diesel markets. Of note is that Fitch expects the two refineries to produce low- sulfur distillate to meet the off-road low-sulfur-distillate specifications, most likely to be required by 2010. The company also remains subject to both planned and unplanned shutdowns of its refineries. Lake Charles was shut down due to hurricane Rita and was slow to restart until power was restored. Difficulties bringing the Lyondell-CITGO refinery in Houston back to full rates following Rita will potentially keep throughput reduced at the plant for several weeks. CITGO is one of the largest independent crude oil refiners in the U.S., with three modern, highly complex crude oil refineries and two asphalt refineries. With the expansion of the Lake Charles refinery to 425,000 bpd of capacity, CITGO now owns 970,000 bpd of crude refining capacity, including the company's 41.25% interest in LYONDELL-CITGO Refining L.P. or LCR. LCR owns and operates a 265,000-bpd crude oil refinery in Houston, Texas. CITGO branded fuels are marketed through more than 13,000 independently owned and operated retail sites. CITGO is owned by PDV America, an indirect, wholly owned subsidiary of Petroleos de Venezuela S.A., the state-owned oil company of Venezuela. The Fitch long-term foreign currency rating of both PDVSA and Venezuela is 'B+', with a Stable Outlook. CONCRETE MASTERS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Concrete Masters, L.L.C. P.O. Box 1808 Clinton, Louisiana 70722 Bankruptcy Case No.: 05-14671 Chapter 11 Petition Date: October 14, 2005 Court: Middle District of Louisiana (Baton Rouge) Judge: Douglas D. Dodd Debtor's Counsel: Gary K. McKenzie, Esq. Steffes, Vingiello & McKenzie, LLC 13702 Coursey Boulevard, Building 3 Baton Rouge, Louisiana 70817 Tel: (225) 751-1751 Fax: (225) 751-1998 Estimated Assets: $500,000 to $1 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Feliciana Bank $227,924 P.O. Box 247 Clinton, LA 70722 LaFarge $184,693 P.O. Box 102420 Atlanta, GA 30368 Baker Ready Mix $173,754 2800 Frenchmen Street New Orleans, LA 70122 American Express $60,976 Authement's Concrete Cutting, LLC $41,234 Artis Steel & Concrete Co $39,770 Franklin Fabrication Services $23,131 Scottsdale Insurance $12,900 United Rental $12,182 Cajun Concrete $11,707 Sun Belt Rentals $11,698 Industrial Applications $11,375 Holiday Inn $11,191 BSC Building $9,979 Super & Motel $9,125 AIG $6,888 Perrault's Trucking & Dirt $6,612 Contractors Supply & Equipment (S&E) $6,588 RAM Tools $6,500 Vairin Construction $5,885 CORPORATE OCCUPATIONAL: Case Summary & 19 Largest Creditors ----------------------------------------------------------- Debtor: Corporate Occupational Health Services, LLC 33800 Groesbeck Highway Clinton Township, Michigan 48035 Bankruptcy Case No.: 05-83452 Type of Business: The Debtor offers primary care medical services for on-the-job injuries, physical examinations and drug screening. Chapter 11 Petition Date: October 14, 2005 Court: Eastern District of Michigan (Detroit) Judge: Marci B. McIvor Debtor's Counsel: Michael A. Greiner, Esq. Financial Law Group, P.C. 29405 Hoover Warren, Michigan 49093 Tel: (586) 693-2000 Total Assets: $229,637 Total Debts: $1,562,710 Debtor's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Priority Staffing $273,281 35494 Groesbeck Highway Clinton Township, MI 48035 Elizabeth Slinde $251,337 26740 Roberta Roseville, MI 48066 Mark Dardzinski $226,000 2820 West Maple Road Troy, MI 48084 Quest Diagnostics $221,792 Mark Dardzinski General accounts $200,000 receivable Location: 33800 Groesbeck Highway, Clinton Township, MI Value of security: $197,737 Senior lien: $62,500 Four D Pharmacy $57,138 Internal Revenue Service $56,000 Earl, Earl & Rose General accounts $40,000 receivable Location: 33800 Groesbeck Highway, Clinton Township, MI Value of security: $197,737 Senior lien: $262,500 Caligor $38,089 Southwood Pharmaceuticals $9,537 Progressive Floor Care $5,620 Detroit Pencil Company $5,035 Dale Office Products $4,377 Jerome-Duncan Ford $4,250 Accunet Business Systems $3,411 Malear, Depape & Associates $3,274 Tri-County Radiologists $2,882 Ford Credit Union $2,868 SBC $2,697 COTTAGE GROVE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Cottage Grove Nursing Home, LLP 1116 Forest Avenue Jackson, Mississippi 39206 Bankruptcy Case No.: 05-06390 Type of Business: The Debtor is a long term nursing facility. Chapter 11 Petition Date: October 14, 2005 Court: Southern District of Mississippi (Jackson) Judge: Edward Ellington Debtor's Counsel: Eileen N. Shaffer, Esq. P.O. Box 1177 Jackson, Mississippi 39215-1177 Tel: (601) 969-3006 Fax: (601) 949-4002 Estimated Assets: $500,000 to $1 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its 20 Largest Unsecured Creditors. CROWN HOLDINGS: Sells Plastic Closures Unit to PAI for $750-Mil --------------------------------------------------------------- Crown Holdings, Inc. (NYSE: CCK), has completed the previously announced sale of its Global Plastic Closures business to an affiliate of PAI Partners, a European private equity firm, for an aggregate purchase price of approximately $750 million, which includes the assumption of certain liabilities. Net cash proceeds from the sale were approximately $690 million, which is subject to final working capital, net debt and certain other adjustments. Crown expects to use the net proceeds of the sale for general corporate purposes including the repayment of debt. Crown Holdings, Inc., through its affiliated companies, is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania. * * * As reported in the Troubled Company Reporter on June 9, 2005, Moody's Investors Service changed the ratings outlook for Crown Holdings and its rated operating subsidiaries to positive from stable reflecting the consistency of cumulative improvements in financial and operating performance as the company has been benefiting from realized working capital and efficiency gains, effective price increases mitigating higher input costs, and strategic leveraging of its global operations. The ratings for Crown and its subsidiaries are: -- Ba3 rating for the $500 million first lien credit facility consisting of a $400 million revolver and a $100 million US letter of credit facility -- Ba3 rating for approximately Euro 460 million ($565 million equivalent) 6.25% first lien notes, due 2011, issued by Crown European Holdings, S.A. -- B1 rating for the $1.4 billion second lien notes, due 2011, issued by European Holdings -- B2 rating for the $725 million third lien notes, due 2013, issued by European Holdings -- B3 rating for the $700 million senior unsecured notes, due 2023 - 2096, issued by Crown Cork & Seal Company, Inc. -- B3 rating for the $200 million (net of buybacks) senior unsecured notes, due 2006 issued by Finance PLC -- B2 senior implied rating at Crown Cork & Seal Company, Inc. -- SGL-1 Speculative Grade Liquidity Rating at Crown -- Caa1 senior unsecured issuer rating (non-guaranteed exposure) at Crown Cork & Seal Company, Inc. * * * As reported in the Troubled Company Reporter on Aug. 10, 2005, Standard & Poor's Ratings Services affirmed its ratings on Nashville, Tennessee-based Central Parking Corp., including the company's 'B+' corporate credit and 'BB-' bank loan ratings. At the same time, the ratings were removed from CreditWatch with negative implications, where they were placed on March 16, 2005. The CreditWatch listing followed the company's announcement that it had engaged Morgan Stanley to assist in pursuing various strategic alternatives, including the possible sale or recapitalization of the company. The CreditWatch listing also reflected Standard & Poor's concern over management turnover following the resignation of the company's former Chief Financial Officer. S&P said the outlook is negative. Total debt outstanding as of June 30, 2005, was $245 million, excluding operating leases. * * * As reported in the Troubled Company Reporter on Oct. 5, 2005, Standard & Poor's Ratings Services assigned its 'BB+' bank loan rating to Broomfield, Colorado-based Ball Corp.'s proposed $1.475 billion senior secured credit facilities, based on preliminary terms and conditions. Standard & Poor's also said that it affirmed its 'BB+' corporate credit rating on the company. S&P said the outlook is positive. DEL LABORATORIES: S&P Places B Rating on $185MM Senior Sec. Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' rating and a recovery rating of '2' to Del Laboratories Inc.'s proposed $185 million senior secured note offering due 2011. The ratings indicate an expectation of a substantial recovery of principal in the event of a payment default. Standard & Poor's also affirmed its existing ratings on Del, including the 'B' corporate credit rating. The outlook is negative. About $387 million of pro forma debt is affected by this action. The planned senior secured note offering and $75 million asset- based revolving credit facility maturing in 2010 will be used to refinance the company's existing credit facility. This will provide Del with additional liquidity by increasing the revolving credit facility to $75 million from $50 million and removing the financial covenants on the company's existing credit facility. The notes will be secured by a second-priority lien on accounts receivable and inventory, and a first-priority lien on substantially all other assets. "The company's operations have faced significant challenges as it has grappled with increased sales returns and inefficiencies relating to its outsourcing initiatives in 2005," said Standard & Poor's credit analyst Patrick Jeffrey. Debt leverage continues to exceed 6x, well above the 5.3x level assumed for the ratings. Also, Del has minimal cushion under the covenant structure of its existing bank facility. Should the planned transaction not be completed and third-quarter financial covenants either be violated or have minimal cushion, the ratings could be lowered to the 'CCC' category. The ratings reflect Uniondale, N.Y.-based Del's high leverage as a result of its acquisition by Kelso & Co. in January 2005, and the company's challenges in achieving planned operating initiatives. Also, despite owning the leading consumer brands in both nail care and oral analgesics, the company has a narrow product focus and limited geographic diversity, with 86% of its sales derived in the U.S. About 80% of Del's sales are in cosmetics, primarily in nail care. The company has a leadership position in the relatively small nail care segment, primarily through its well-established Sally Hansen brand. Although the company has gained market share in its nail care business in recent years, it competes with larger competitors such as Procter & Gamble Co. and L'Or,al. As a result, Del's sales and earnings could be significantly affected by aggressive competitor activity to gain market share in this category. Growth in the mass-market cosmetics sector is expected to remain challenging in the near-to-intermediate term, which could affect Del's ability to expand sales. About 20% of Del's sales are in the over-the-counter pharmaceutical market, primarily through its Orajel brand of oral analgesic products. The company maintains a leadership position in this segment as well, but it competes with larger pharmaceutical companies, such as Wyeth Consumer Healthcare, which manufactures and markets Anbesol in this segment. In connection with the acquisition, the company has implemented initiatives that could result over time in more than $20 million of cost savings. However, increased returns and inefficient execution of outsourcing initiatives have resulted in EBITDA levels well below those expected for fiscal 2005. Recent management changes, including a new CEO and the hiring of management consulting firm Synergetics Installations Worldwide, are expected to increase focus on achieving cost savings and improving operating efficiencies over the near term. DELPHI CORP: Final DIP Financing Hearing Scheduled on October 27 ---------------------------------------------------------------- As previously reported in the Troubled Company Reporter on Oct. 13, 2005, the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York entered an Interim DIP Financing Order on Oct. 12, 2005, whereby he allowed Delphi Corporation and its debtor-affiliates to borrow up to $950,000,000 under a $2 billion financing package. The Court authorized the Debtors to incur overdrafts and related liabilities arising from treasury, depository and cash management services, or in connection with any automated clearing house fund transfers, provided to or for the benefit of the Debtors by JPMorgan Chase Bank, N.A., Citicorp USA, Inc., any other DIP Lender or any of their affiliates. JPMorgan or Citicorp or any other parties are not required to incur overdrafts, or to provide any of the services or functions, to the Debtors. Judge Drain emphasized that no borrowings may be used to: (a) object, contest or raise any defense to, the validity, perfection, priority, extent or enforceability of any amount due under the DIP Documents or the Existing Agreements; (b) assert any claims and defenses or any other causes of action against the DIP Agent, the DIP Lenders, the Prepetition Agent or the Prepetition Secured Lenders or their agents, affiliates, representatives, attorneys or advisors; (c) prevent, hinder or otherwise delay the DIP Agent's or the Prepetition Agent's assertion, enforcement or realization on the Cash Collateral in accordance with the DIP Documents and the Existing Agreements; (d) seek to modify any of the rights granted to the DIP Agent, the DIP Lenders, the Prepetition Agent or the Prepetition Secured Lenders under the DIP Documents or the Existing Agreements, in each of the Debtors' Chapter 11 cases without the parties' prior consent; or (e) pay any amount on account of any claims arising prior to the Petition Date unless those payments are approved by Court order and are in accordance with the DIP Credit Agreement or otherwise approved by the DIP Agent in its sole discretion; provided that any statutory committee appointed by the U.S. Trustee will be limited to $250,000, in the aggregate, to perform the investigations contemplated. Judge Drain also directs JPMorgan, as Collateral Agent under the Existing Agreements, to distribute any proceeds recovered or received, first, for the benefit of the DIP Lenders in accordance with the DIP Credit Agreement, and second, subsequent to indefeasible payment in full of all DIP Obligations, for the benefit of the Prepetition Secured Lenders under the Existing Agreements. A full-text copy of the Interim DIP Financing Order is available for free at: http://bankrupt.com/misc/interimdiporder.pdf Judge Drain will convene a Final DIP Financing Hearing on October 27, 2005, at 10:00 a.m. in New York. Objections, if any, must be filed and served on: Counsel for the Debtors: John Wm. Butler, Jr., Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 333 West Wacker Drive Chicago, Illinois 60606 - and - Douglas P. Bartner, Esq. SHEARMAN & STERLING LLP 599 Lexington Avenue New York, New York 10022 Counsel for the DIP Revolving Credit Agent and the Joint Lead Arrangers: Donald S. Bernstein, Esq. DAVIS POLK & WARDWELL 450 Lexington Avenue New York, NY 10017 Counsel for the Prepetition Agent: Kenneth S. Ziman, Esq. Robert H. Trust, Esq. SIMPSON THACHER & BARTLETT LLP 425 Lexington Avenue New York, New York 10017 The United States Trustee: Alicia M. Leonhard, Esq. OFFICE OF THE U.S. TRUSTEE 33 Whitehall Street, 21st Floor New York, NY 10004 so as to be RECEIVED no later than October 20, 2005. Headquartered in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company's technology and products are present in more than 75 million vehicles on the road worldwide. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represents the Debtors in their restructuring efforts. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELPHI CORP: Has Until January 22 to file Schedules and Statements ------------------------------------------------------------------ Section 521 of the Bankruptcy Code and Rule 1007(c) of the Federal Rules of Bankruptcy Procedure requires Delphi Corporation and its debtor-affiliates within 15 days after the Petition Date, to file with the Bankruptcy Court: (a) a schedule of their assets, liabilities, and executory contracts and unexpired leases; (b) a statement of their financial affairs; and (c) a list of their equity security holders. John Wm. Butler, Esq., at Skadden Arps Slate Meagher & Flom LLP, in Chicago, Illinois, notes that the Debtors have tens of thousands of creditors and other parties-in-interest, many of which have not yet submitted prepetition invoices that are to be entered into the Debtors' financial systems. "Although the Debtors have commenced the task of gathering the necessary information to prepare and finalize what will be voluminous Schedules and Statements, it would be virtually impossible for the Debtors to complete and file such Schedules and Statements within the 15-day period after the Petition Date that is provided by Bankruptcy Rule 1007(c)," Mr. Butler explains. At the Debtors' behest, the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York extends the deadline by which the Debtors must file their Schedules and Statements to January 22, 2006. Headquartered in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company's technology and products are present in more than 75 million vehicles on the road worldwide. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represents the Debtors in their restructuring efforts. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELPHI CORP: Court Approves Rothschild Inc. as Financial Advisors ----------------------------------------------------------------- Delphi Corporation and its debtor-affiliates seek the U.S. Bankruptcy Court for the Southern District of New York's authority to employ Rothschild, Inc., as their financial advisor and investment banker with regard to certain restructuring matters, effective as of the Petition Date. The Debtors relate that Rothschild is a member of one of the world's leading independent investment banking groups, with expertise in domestic and cross-border mergers and acquisitions, restructurings, privatization advice, and other financial advisory services, and with particular experience in providing high-quality investment banking and financial advisory services to financially troubled companies. Rothschild, a member of the National Association of Securities Dealers and the Securities Investors Protection Corporation, is a private firm with approximately 250 employees in the United States that maintains offices in New York and Washington, D.C. According to the Debtors, Rothschild and its professionals have extensive experience working with financially troubled companies from a variety of industries in complex financial restructurings, both out-of-court and in Chapter 11 cases. Rothschild's business reorganization professionals have served as financial and strategic advisors for debtors, creditors, and other constituents in numerous Chapter 11 cases. Pursuant to an Engagement Letter dated as of May 1, 2005, Rothschild has provided services to the Debtors in connection with their restructuring efforts. The firm was initially retained together with Rotahyn Associates LLC as its co-advisor to assist and advise the Debtors in evaluating strategic alternatives and their implementation pursuant to the terms of the Engagement Letter. The Engagement Letter contemplated that the Debtors would pay all compensation accruing to Rothschild, and that Rothschild and Rohatyn would apportion the compensation between them pursuant to a separate agreement. Consistent with its primary expertise, Rohatyn focused its efforts on the evaluation of proposals from private equity firms for an out-of-court investment in the Debtors. Rohatyn led due diligence efforts for several private equity firms and participated in meetings and negotiations. The parties agreed that Rohatyn would discontinue the engagement, and that Rothschild would assume all duties under the Engagement Letter as sole financial advisor and investment banker to the Debtors, in the event the Debtors decided to commence bankruptcy cases to pursue a restructuring. Thus, by mutual agreement, the Debtors, Rothschild and Rohatyn amended the Engagement Letter to reflect Rohatyn's withdrawal and the termination of its duties, effective as of October 2, 2005. Rothschild has agreed to assume those duties as sole financial advisor and investment banker under the Engagement Letter. Specifically, Rothschild will: (a) identify, review, evaluate, and initiate potential M&A Transactions, New Capital Raises, or other transactions; (b) review and analyze the Debtors' assets and their operating and financial strategies; (c) assist the Debtors in developing and evaluating a range of strategic alternatives to restructure their legacy liabilities, including their current labor costs, liabilities for pension, and other post-employment benefits; (d) review and analyze the business plans and financial projections prepared by the Debtors including, but not limited to, testing assumptions and comparing those assumptions to historical company and industry trends; (e) evaluate the Debtors' debt capacity in light of its projected cash flows and assist in the determination of an appropriate capital structure for them; (f) assist the Debtors and their professionals in reviewing and evaluating the terms of any proposed M&A Transaction, New Capital Raise, or other transaction in responding, and in developing and evaluating alternative transaction proposals, whether in connection with a plan of reorganization of otherwise; (g) determine values and ranges of values for the Debtors and any securities that they offer or propose to offer in connection with any transaction; (h) review and analyze any proposals the Debtors receive from third parties in connection with any transaction, including any proposals for DIP financing; (i) assist or participate in negotiations with the parties-in- interest, including any current or prospective creditors or holders of equity in, or claimants, in connection with any transaction; (j) advise and attend meetings of the Debtors' Board of Directors, creditor groups, official constituencies, and other interested parties; and (k) if requested, participate in hearings before the Court and provide relevant testimony with respect to the matters described in the Engagement Letter and with respect to issues arising in connection with any proposed plan of reorganization. During the one-year period preceding the Petition Date, the Debtors paid Rothschild $1,590,534 for services rendered pursuant to the Engagement Letter and expenses incurred. In addition, the Debtors provided Rothschild with a $250,000 retainer to be applied against the firm's fees and expenses. Under the Engagement Letter, Rothschild will also be entitled to receive: (1) A $250,000 per month cash advisory fee, payable in advance on the first day of each month. The initial monthly fee will be pro-rated based in the commencement of services as of the Engagement Letter Date and will be due and payable by the Debtors on the execution of the Engagement Letter; (2) A $15 million completion fee, due and payable in cash on the earlier of: (i) the effective date of a plan of reorganization that provides for, pursuant to the terms of a binding written agreement, the consummation of a Transaction; or (ii) the closing of another transaction, provided that the firm has agreed to credit against the Completion Fee: -- 50% of any M&A Fees indefeasibly paid; -- 50% of any New Capital Fees indefeasibly paid; and to the extent not otherwise applied against the fees and expenses of Rothschild under the terms of the Engagement Letter, provided that the sum of the M&A Fee Credit and the New Capital Fee will not exceed the Completion Fee; (3) In case of any M&A Transaction for which Rothschild is designated by the Debtors as their primary advisor and investment banker and does not arise out of a transaction for which a Completion Fee is due, a fee equal to the product of (i) the Aggregate Consideration times (ii) the applicable M&A Fee Percentage, which M&A Fee will be due and payable in cash at closing; (4) A new capital fee equal to: (i) 1.0% of any senior a secured debt raised; (ii) 3.0% of the face amount of any junior secured or senior or subordinated unsecured debt raised; and (iii) 5.0% of any equity or hybrid capital raised, in each case, in which Rothschild is designated by the Debtors as their primary advisor and investment banker. The New Capital Fee will be due and payable in cash at the closing of any Capital Raise. However, no New Capital Fee will become payable in respect of any new capital raised since the Debtors filed for bankruptcy; (5) An opinion fee, payable in cash upon notification to the Debtors that Rothschild is prepared to deliver its Opinion, in an amount to be negotiated in good faith at the time that Opinion is requested by the Debtors based in customary fees for those services; (6) Additional Fees on account of additional services not contemplated in the Engagement Letter that the Debtors request Rothschild to perform. Those additional fees will be mutually agreed upon by Rothschild and the Debtors, in writing, in advance; and (7) Reimbursement for reasonable expenses that Rothschild incurred. The Debtors will also indemnify and hold Rothschild harmless against liabilities arising out of, or in connection with its employment, except for any liability for losses, claims, damages, or liabilities incurred by the Debtors that are finally judicially determined by a court of competent jurisdiction to have resulted primarily from the firm's bad faith, self-dealing, breach of fiduciary duty, gross negligence, or willful misconduct. David L. Resnick, a managing director at Rothschild, assures the Court that the firm has no connection with, and holds no interests adverse to, the Debtors, their creditors, or any party- in-interest in the matters for which it is to be employed. Moreover, Rothschild is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. * * * The Honorable Robert D. Drain of the Southern District of New York Bankruptcy Court authorized the Debtors to employ Rothschild, Inc., as their financial advisor and investment banker. Rothschild will apply the unallocated portion of the $250,000 retainer, first, to unpaid prepetition fees and expenses, and second, to Court-approved postpetition fees and expenses. Headquartered in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company's technology and products are present in more than 75 million vehicles on the road worldwide. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represents the Debtors in their restructuring efforts. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000) DENNY'S CORP: Settles Calif. Labor Litigation for $7.75 Million --------------------------------------------------------------- Denny's Corporation and its subsidiary Denny's, Inc., finalized a settlement, on October 7, 2005, with the Division of Labor Standards Enforcement of the State of California's Department of Industrial Relations regarding pending litigation between the Company and the Department. On September 24, 2002, the Department filed a complaint in the Superior Court of California for the County of Alameda against the Company alleging violation of California law regarding payment of accrued vacation upon termination of employment. The complaint sought wage payments for employees who allegedly forfeited: * accrued vacation, * waiting time penalties, * interest, * injunctive relief, and * costs. To avoid the time, expense and uncertainty of litigation of these matters, the parties agreed to settle all disputes related to the litigation pursuant to which Denny's has agreed to pay a sum of approximately $7,750,000 to former employees, payable in installments of $3,500,000 on November 30, 2005 and approximately $4,250,000 on January 6, 2006, in accordance with the Department's instructions. Through the second quarter of 2005, Denny's had accrued $3 million of liabilities related to this litigation and, accordingly, will take an additional $4.75 million charge to legal settlement costs in the third quarter of 2005. As a result of the settlement, the action by the Department against the Company will be dismissed with prejudice. Denny's Corporation -- http://dennys.com/-- is America's largest full-service family restaurant chain, consisting of 547 company- owned units and 1,040 franchised and licensed units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. As of June 29, 2005, Denny's Corp.'s total liabilities exceed total assets by $260,141,000. DUESTERHAUS FERTILIZER: Case Summary & 38 Largest Creditors ----------------------------------------------------------- Debtor: Duesterhaus Fertilizer, Inc. Front & Oak Streets Quincy, Illinois 62306 Bankruptcy Case No.: 05-77079 Type of Business: The Debtor is an agricultural chemical dealer. See http://www.dfiinc.net/ Chapter 11 Petition Date: October 14, 2005 Court: Central District of Illinois (Springfield) Judge: Mary P. Gorman Debtor's Counsel: Jeffrey D. Richardson, Esq. Tietz & Richardson P.O. Box 1640 Decatur, Illinois 62525 Tel: (217) 425-1515 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 38 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Van Diest Supply Company $74,730 P.O. Box 610 Webster City, IA 50595 Stine Seed Company $33,391 2225 Laredo Trail Adel, IA 50003 Ford Credit $25,039 P.O. box 152271 Irving, TX 75015-2271 Quincy Mack Trucks $21,079 Louis Peters $8,000 Kdd Land Company $7,099 Auto Owners, Inc. $6,996 Joe Wanken Dupont $5,780 Adams County Treasurer $5,147 Jennings Brothers $5,059 Venvertioh Brothers $4,163 Curt Holtschlag Landscaping $3,786 Quincy Broadcasting Company $3,650 Kevin Borrowman Farms, Inc. $3,467 Al Housinger $3,453 First Bankcard $3,358 Paul Duesterhaus $2,889 Lester Jennings $2,845 Mitchell Welsh $2,804 Mel Keller $2,745 Hydro Merschman LLC $2,651 Control Solutions, Inc. $2,600 Todd Mosier $2,340 Matt Kelsey $2,338 Don Housinger $2,021 United Suppliers, Inc. $1,828 Traylor Chemical & Supply $1,712 GMAC $1,517 Hatch Machine Co. $1,508 Paula Eller $1,242 Keller Grain & Feed, Inc. $1,239 Francis Allen $1,185 SBC Ameritech $776 U.S. Cellular $657 Ifca $244 Pioneer Advertising $168 UPS $83 McLeod USA $27 DIAGNOSTIC IMAGING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Diagnostic Imaging Services, Inc. dba High Tech Medical Imaging dba High Tech Open MRI dba MRI Center at Good Shepherd Hospital dba Northwest Imaging Network 18-2 East Dundee Road, Suite 100 Barrington, Illinois 60010 Bankruptcy Case No.: 05-55604 Type of Business: The Debtor operates a medical imaging center. Chapter 11 Petition Date: October 14, 2005 Court: Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Christopher M. Cahill, Esq. Robert D. Nachman, Esq. Schwartz, Cooper, Greenberger & Krauss, Chartered 180 North LaSalle Street Chicago, Illinois 60601 Tel: (312) 845-3043 Fax: (312) 264-2469 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Harris Bank Cary Grove Loan $491,434 122 West Main Street Cary, IL 60013 Quentin Road Partners, LLC Lawsuit Judgment $269,868 c/o GK Development, Inc. 303 East Main Street, #201 Barrington, IL 60010 Eastern Isotopes, Inc. Trade Debt $83,095 Attn: Mike Parisi Medication 801 Forestwood Drive Romeoville, IL 60446 Phillips Medical Systems Trade Debt $49,820 22100 Bothell Everett Highway Equipment Service Bothell, WA 98021-8431 Source One Healthcare Tech Trade Debt $39,512 P.O. Box 403209 Medical Supplies Atlanta, GA 30384-3209 Hospira Worldwide, Inc. Trade Debt $38,202 75 Remittance Drive, #6136 Medical Supplies Chicago, IL 60675-6136 Caldwell, Berner & Caldwell Trade Debt $31,743 Attn: Sandra Kerrick Legal 100 1/2 Cass Street Woodstock, IL 60098 Law Offices of Trade Debt $28,000 Richard L. Swedberg Legal Attn: Richard Swedberg 111 West Washington St., #1860 Chicago, IL 60602-2764 Thomas C. Seiwert Trade Debt $26,785 8700 Bryn Mawr Avenue, #800 S Accounting Chicago, IL 60631 Time Insurance Company Trade Debt $23,914 Attn: Premium Services Employee Health 501 West Michigan Insurance Milwaukee, WI 53203 McKesson Trade Debt $23,765 601 East Corporate Drive Medical Supplies Lewisville, TX 75057 DiMonte & Lizak, LLC Trade Debt $23,597 Attn: Ricardo DiMonte Legal 215 West Higgins Road Park Ridge, IL 60068 GE Healthcare Trade Debt $23,072 945 North Edgewood Avenue, #A1 Medication Wood Dale, IL 60191 Hitachi Medical Systems America Trade Debt $19,167 1959 Summit Commerce Park Equipment Service Twinsburg, OH 44087 MagnaServ, Inc. Operating PET $17,000 Attn: Len Spooner Agreement 2862 SE Monroe Street Stuart, FL 34997 Phillips Medical Equipment Lease $16,693 Financial Systems 1111 Old Eagle School Road P.O. Box 6608 Wayne, PA 19087-8608 Cardiovascular Associates, SC Trade Debt $16,000 Attn: Cathleen Biga Professional 900 South Frontage Road, #325 Services Woodridge, IL 60517 Medical Supervision CompuRay Medical Staffing, Inc. Trade Debt $13,804 201 East Army Trail Road #305 Tech Staffing Bloomingdale, IL 60108 Wed MD Practice Services Trade Debt $13,020 4627 Collections Center Drive Software Chicago, IL 60693-0046 Maintenance Banc of America Leasing Equipment Lease $11,946 Lease Admin Center P.O. Box 371992 Pittsburgh, PA 15250-7992 DP 8 LLC: Vanderbilt Asks Court to Confirm Second Amended Plan -------------------------------------------------------------- Vanderbilt Farms, LLC, a creditor in DP 8 LLC's chapter 11 case, asks the U.S. Bankruptcy Court for the District of Arizona to enter a summary judgment order confirming its Second Amended Plan of Reorganization for the Debtor. As reported in the Troubled Company Reporter, the Hon. George B. Nielsen approved Vanderbilt's First Amended Plan of Reorganization and allowed the creditor to solicit acceptances of that Plan. The Debtor as well as Southwest Properties and Lobollanta Dairy all filed objections to confirmation of the Plan. Their objections centered on Vanderbilt's classification of its unsecured claim as a class separate from the general class of unsecured claims. The First Amended Plan proposed to pay Vanderbilt's unsecured claim through an unsecured promissory note from the Debtor, bearing below-market interest at 4%. The note will mature two years after plan confirmation or the sale of the property. To address the objections and simplify the confirmation process, Vanderbilt submitted a Second Amended Plan of Reorganization. The Second Amended Plan reclassifies Vanderbilt's unsecured claim as part of the general unsecured class of claims. Because of the reclassification, Vanderbilt says all objections arising from the separate classification of its unsecured claims are now moot and the Bankruptcy Court can and should, as a matter of law and without the need for an evidentiary hearing, confirm the Second Amended Plan. No Solicitation Needed Under the First Amended Plan, only the class of membership interests is impaired. Vanderbilt reminds the Bankruptcy Court that the membership interest holders have voted overwhelmingly to accept the First Amended Plan. Vanderbilt adds that the changes made in the Second Amended Plan do not require solicitation of new ballots from the members because the members themselves suggested the Plan modifications during the initial confirmation hearing. Headquartered in Mesa, Arizona, DP 8 L.L.C., a real estate developer, filed for chapter 11 protection on July 30, 2004 (Bankr. Ariz. Case No. 04-13428). Dale C. Schian, Esq., at Schian Walker PLC, represents the Debtor in its restructuring efforts. When the Debtor filed for protection, it listed $13,626,000 in total assets and $3,663,678 in total debts. FEDERAL-MOGUL: Gets Court OK to Hire Morgan Lewis as ERISA Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware gave Federal Mogul Corporation and its debtor-affiliates permission to hire Morgan Lewis as special litigation counsel to address the claims asserted against them by one or more participants or beneficiaries in the Federal-Mogul Salaried Employees Investment Program. Morgan Lewis' customary hourly billing rates are: Professional Hourly Rate ------------ ----------- Partners $400 - $685 Counsel $375 - $560 Associates $220 - $395 Paraprofessionals $80 - $220 Morgan Lewis' professionals that will primarily render services and their hourly rate are: Professional Hourly Rate Area of Law ------------ ----------- ----------- Charles C. Jackson $475 Labor, employment and ERISA litigation Christopher Weals 475 ERISA litigation Debbie Davidson 335 ERISA litigation Shannon Callahan 250 Labor and employment litigation Ethan Zelizer 250 Labor, employment and ERISA litigation Christopher Rizzo 250 Labor, employment and ERISA litigation 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 US$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, P.C., represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed US$10.15 billion in assets and US$8.86 billion in liabilities. At Dec. 31, 2004, Federal-Mogul's balance sheet showed a US$1.925 billion stockholders' deficit. At Mar. 31, 2005, Federal-Mogul's balance sheet showed a US$2.048 billion stockholders' deficit, compared to a US$1.926 billion deficit at Dec. 31, 2004. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. (Federal-Mogul Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service, Inc., 215/945-7000) FOAMEX INT'L: Wants Court Okay on Interim Compensation Procedures ----------------------------------------------------------------- Foamex International Inc., and its debtor-affiliates have filed applications to employ various bankruptcy professionals. They anticipate employing other professionals in their Chapter 11 cases as the need arises. They also expect the Official Committee of Unsecured Creditors to seek retention of counsel and other professionals. By this motion, the Debtors ask the U.S. Bankruptcy Court for the District of Delaware to establish procedures for: a. the allowance of interim compensation and reimbursement of expenses of Professionals; and b. the reimbursement of expenses incurred by the members of the Committee. The Debtors want the Court to establish procedures wherein the Professionals are compensated and reimbursed pursuant to monthly fee applications. Specifically, the Debtors propose these Interim Compensation Procedures: A. On the 25th of each month following the month for which the compensation is sought, each Professional may file an application for interim allowance for services rendered and expenses incurred during the preceding month. Copies of the application are to be served to the United States Trustee and the counsel to: -- the Debtors, -- The Bank of America, -- Silver Point Finance LLC, -- the ad hoc committee of senior secured noteholders, and -- any official committee. B. Any objections to the Monthly Fee Application are to be filed within 20 days after service of the Application. If there are no timely filed objections, the Debtors will be authorized to pay the Professional 80% of the fees and 100% of the expenses requested. The first Application will cover the period from the Petition Date through and including October 31, 2005. C. Objections must be filed with the Court and must identify with specificity the objectionable fees or expenses, and the basis for each objection. Thereafter, the objecting party and the affected Professional may attempt to resolve the objection on a consensual basis. If the parties are unable to reach a resolution within 20 days, the affected Professional may either file a response to the Objection, or forego payment until the next interim or final fee application hearing. D. Beginning with the approximate three-month period from the Petition Date and ending on December 31, 2005, at each three- month period thereafter, each Professional will file an Interim Fee Application. The Interim Fee Application must identify the covered Monthly Fee Applications during that three-month period. Interim Fee Applications must be filed and served within 45 days after the end of the applicable Interim Fee Period. Each Professional must file its first Interim Fee Application on or before February 14, 2006, and that Application will cover the Interim Fee Period from the Petition Date through and including December 31, 2005. E. The Debtors propose that the Court schedule a hearing at least once every six months or at other intervals the Court deems appropriate. F. The pendency of an Objection to the Monthly Fee Application will not disqualify a Professional from future payment of compensation or reimbursement of expenses. G. All fees and expenses paid to Professionals are subject to disgorgement until final allowance by the Court. The Debtors also ask the Court to permit each Committee Member to submit statement of expenses and supporting vouchers to counsel to the Committee, who will collect and submit those requests for reimbursements as if the Committee Member was a Professional. Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, in Delaware, asserts that the proposed Interim Compensation Procedures will: -- enable the Debtors, the Court and other parties-in-interest to closely monitor the costs of administering the Debtors' Chapter 11 cases; and -- reduce the financial burdens imposed on the Professionals. Headquartered in Linwood, Pa., Foamex International Inc. -- http://www.foamex.com/-- is the world's leading producer of comfort cushioning for bedding, furniture, carpet cushion and automotive markets. The Company also manufactures high- performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries. The Company and eight affiliates filed for chapter 11 protection on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693). Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, represent the Debtors in their restructuring efforts. Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the ad hoc committee of Senior Secured Noteholders. As of July 3, 2005, the Debtors reported $620,826,000 in total assets and $744,757,000 in total debts. (Foamex International Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945- 7000) FOAMEX INT'L: Seeks Court Authority to Reject Five Leases --------------------------------------------------------- Section 365(a) of the Bankruptcy Code provides that a debtor, "subject to the court's approval, may assume or reject an executory contract or an unexpired lease." Thus, Foamex International Inc., and its debtor-affiliates seek the U.S. Bankruptcy Court for the District of Delaware's authority to reject five unexpired real property leases: Leased Premises Lessor --------------- ------ 650 Selig Drive Crain Selig, LLC Atlanta, Georgia Route 982 North Weatherstrong Building Derry, Pennsylvania Products 1001 New Ford Mill Road USS Real Estate Morrisville, Pennsylvania 901-912 Ashe Avenue Gungor M. and Diana M. Somaz Newton, North Carolina 126 East 8th Street and Gungor M. and Diana M. Somaz North Main Avenue Newton, North Carolina The Debtors propose to reject the Leases effective as of September 30, 2005, or the date of their surrender of the property covered by the Leases. The Debtors believe that the continued lease of the premises is not essential to their business. The Debtors also found that the monthly obligations accruing under the Leases are either above ordinary regional market rates or the Leases are otherwise unmarketable. The decision to reject the Leases will eliminate the Debtors' performance obligations under the Leases, like administrative rent, Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, says. To the extent that the Debtors leave any property at the premises covered by the Leases, the Debtors request that the Property be deemed abandoned pursuant to Section 554, which provides that: "[a]fter notice and a hearing, the trustee may abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate." The Debtors contend that any Property remaining on the premises covered by the Leases will be of inconsequential value or burdensome to the Debtors' estates to remove. Headquartered in Linwood, Pa., Foamex International Inc. -- http://www.foamex.com/-- is the world's leading producer of comfort cushioning for bedding, furniture, carpet cushion and automotive markets. The Company also manufactures high- performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries. The Company and eight affiliates filed for chapter 11 protection on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693). Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, represent the Debtors in their restructuring efforts. Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the ad hoc committee of Senior Secured Noteholders. As of July 3, 2005, the Debtors reported $620,826,000 in total assets and $744,757,000 in total debts. (Foamex International Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945- 7000) FOAMEX INT'L: Wants Court Okay to Reject 13 Executory Contracts --------------------------------------------------------------- Foamex International Inc., and its debtor-affiliates tell the Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware that 13 executory contracts represent agreements for products and services that they no longer use: (a) Six severance agreements between the Debtors and these individuals: * Marshall S. Cogan, * Nick Costides, * Stephen Janofsky, * Vernon L. Leis, * Eleanor McKenna, and * Arthur H. Vartanian; (b) Commercial Sales Proposal between the Debtors and ADT Security Services, Inc. for a facility in Atlanta, Georgia; (c) Utility Consulting Agreement between the Debtors and Public Utility Service Corporation; (d) Manufacturing Agreement between the Debtors and Sleep Innovations, Inc.; (e) Two lease agreements between the Debtors and Ricoh Corporation for the installation of copiers; and (f) Two equipment leases with these parties: * Mercedes-Benz Manhattan, Inc. * Pitney Bowes Credit Corp. Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, relates that the Debtors have reviewed each of the Contracts and found that the Contracts hold no material economic value to them or their estates, and are not essential to the conduct of their Chapter 11 cases. It is highly unlikely that the Debtors would be able to locate a third-party willing to accept an assignment of any of the Contracts, Ms. Morgan says. Furthermore, the Debtors would only accrue administrative expense obligations as well as the attendant cost if they market the Contracts. Accordingly, the Debtors ask the Court's authority to reject the Contracts. Headquartered in Linwood, Pa., Foamex International Inc. -- http://www.foamex.com/-- is the world's leading producer of comfort cushioning for bedding, furniture, carpet cushion and automotive markets. The Company also manufactures high- performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries. The Company and eight affiliates filed for chapter 11 protection on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693). Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, represent the Debtors in their restructuring efforts. Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the ad hoc committee of Senior Secured Noteholders. As of July 3, 2005, the Debtors reported $620,826,000 in total assets and $744,757,000 in total debts. (Foamex International Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945- 7000) GARDEN RIDGE: Asks Court to Delay Entry of Final Decree ------------------------------------------------------- Reorganized Garden Ridge Corporation and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to delay entry of a final decree closing their chapter 11 cases and extend, until Jan. 26, 2006, their deadline for filing a final report and accounting. The Reorganized Debtors seek a delay in the entry of a final decree so they can have more time to prosecute and resolve pending claim objections and other litigation matters, as well as complete the distribution to creditors outlined in their confirmed plan of reorganization. In addition to on-going claims reconciliation efforts, the Reorganized Debtors are currently involved in two protracted litigation matters: -- the Reorganized Debtors are engaged in litigation with the Informal Committee of Landlords regarding the Committee's substantial contributions to the Debtors' reorganization efforts. Dispositive motions on this dispute are expected to be heard in November; and -- the Reorganized Debtors are also involved in litigation with Huntley Mullaney & Spargo, LLC -- a court-appointed professional in their bankruptcy cases. The parties are currently engaged in discovery and no trial has been set. Headquartered in Houston, Texas, Garden Ridge Corporation -- http://www.gardenridge.com/-- is a megastore home decor retailer that offers decorating accessories like baskets, candles, crafts, home accents, housewares, party supplies, pictures and frames, pottery, seasonal items, and silk and dried flowers. The Company and its debtor-affiliates filed for chapter 11 protection on February 2, 2004 (Bankr. D. Del. Case No. 04-10324). Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed estimated debts and assets of over $100 million. The Bankruptcy Court confirmed the Debtors' First Amended Joint Plan of Reorganization on Apr. 29, 2005. The Plan took effect on May 12, 2005. GENERAL MOTORS: Fitch Places GMAC Ratings on Watch Evolving ----------------------------------------------------------- Fitch Ratings has placed the ratings of General Motors Acceptance Corporation and Residential Capital Corporation on Rating Watch Evolving. The ratings of GM are not affected by this action. This action affects approximately $120 billion of unsecured long- term and short-term debt of GMAC and ResCap. Rating Watch Evolving indicates that ratings could be raised, lowered, or maintained at current levels. The placement of GMAC and ResCap on Rating Watch Evolving follows General Motors Corp.'s announcement that it is considering a range of options, including selling a controlling stake in GMAC, and potential actions to preserve the investment grade ratings of ResCap. GM is pursuing such options in order to provide GMAC with financial flexibility, namely in the form of improved access to cost effective financing. From a ratings perspective, a majority sale of GMAC would allow Fitch to separate the ratings of GMAC from GM. Importantly, any sale of more than 20% of GMAC would remove the company from the GM 'control' group, and therefore GMAC would not be subject to liens by the Pension Benefit Guaranty Corp. In addition to selling a controlling interest in GMAC, Fitch expects further changes in the relationship between GM and GMAC, such as a more formalized operating agreement. An important consideration in any sale transaction is preserving the mutually beneficial relationship between GM and GMAC. At June 30, 2005, approximately 49% of GMAC's net revenues were related to GM, while GMAC provided financing for 40% of GM retail sales and 80% of dealer wholesale financing. Fitch believes any such transaction presents unique challenges. For example, given GMAC's balance sheet size, $309 billion of assets at June 30, 2005, a single purchaser of 51% may not have balance sheet capacity to fully consolidate GMAC. In addition, many strategic buyers potentially have inherent conflicts of interests in that they may have competing financing businesses, such as residential mortgage. Lastly, a transaction must suit the needs of GM, which will continue to have a sizable equity interest in GMAC. For these reasons, Fitch believes that a partial sale comes with a number of complexities. Nonetheless, while the form, timing, and success of any outside equity interest cannot be determined at this point, Fitch believes that the status quo is untenable if GM seeks to restore GMAC's cost-effective access to liquidity, and some action or combination of actions is likely to occur. Moreover, Fitch believes that GM will pursue a transaction with some urgency if for no other reason to maintain GMAC's franchise value. In resolving the Rating Watch, Fitch will evaluate these issues: -- Progress and likely success towards bringing in outside equity. Fitch does not have a defined time limit under which a transaction must be accomplished, but rather will emphasize the progress towards achieving some separation. During the watch period, Fitch will consider whether GMAC's ratings move in tandem with GM's; -- The form and amount of any sale. In terms of equity interest, Fitch will weigh the form of outside equity, such as strategic purchaser, joint venture, initial public offering, or some combination thereof. This would include the influence and rating of a strategic purchaser on GMAC. The amount of outside equity will also have a bearing of Fitch's rating decision. An amount less than 51%, could result in Fitch continuing to link the ratings of GM and GMAC, however, outside equity above 20% may allow for greater notching between the companies; -- A stand-alone credit rating of GMAC, incorporating its long-term and on-going relationship with GM. This will also include a review of the notching for ResCap and any potential structural changes to ResCap. Fitch believes that GMAC could possess a stand-alone investment grade rating; -- The degree to which to effective control of GMAC is transferred to third party investors. This would also include any potential changes in business strategy and financial management; -- A review of any operating agreement between GM and GMAC. Fitch has placed the Senior debt 'BB' rating on these companies: -- General Motors Acceptance Corp. -- GMAC International Finance B.V. -- GMAC Bank GmbH -- General Motors Acceptance Corp., Australia -- General Motors Acceptance Corp. of Canada Ltd. -- General Motors Acceptance Corp. (N.Z.) Ltd. Fitch has placed the Short-term 'B' rating on these companies: -- General Motors Acceptance Corp. -- GMAC International Finance B.V. -- GMAC Bank GmbH -- GMAC Australia Finance -- General Motors Acceptance Corp. (U.K.) Plc. -- General Motors Acceptance Corp. Australia -- General Motors Acceptance Corp. of Canada Ltd. -- General Motors Acceptance Corp. (N.Z.) Ltd. Fitch has placed these ratings on Residential Capital Corp: -- Senior debt 'BBB-'; -- Short-term 'F3'. Fitch has placed these ratings on GMAC Bank: -- Long-term deposits 'BBB'; -- Senior debt 'BBB-'; -- Short-term deposits 'F3'. Fitch also affirms the rating: -- Individual 'B/C' on GMAC Bank Additionally, Fitch downgrades this rating and places it on Rating Watch Evolving: GMAC Bank -- Support to '3' from '2' Ratings assigned: GMAC Bank -- Short-term deposits 'F3'. GENERAL MOTORS: Poor 3rd Quarter Results Cue S&P to Review Ratings ------------------------------------------------------------------ Standard & Poor's Ratings Services said its ratings on General Motors Corp. (GM, BB-/Watch Neg/B-2); General Motors Acceptance Corp. (GMAC, BB/Watch Dev/B-1); and all related entities, including GMAC's subsidiary, Residential Capital Corp. (ResCap, BBB-/Watch Dev/A-3) remain on CreditWatch following GM's announcement of poor third-quarter earnings, terms of a tentative agreement with the UAW to significantly reduce health care costs, and further information about potential strategic actions with respect to GMAC. Consolidated debt outstanding totaled $285 billion at Sept. 30, 2005. "GM's third-quarter results were very poor, owing to the deterioration in the performance of its North American automotive operations," said Standard & Poor's credit analyst Scott Sprinzen. GM incurred a net loss of $1.6 billion, including $550 million of special items. Cash outflow from automotive operations totaled $2.2 billion after capital expenditures. This poor financial performance heightens concerns about the company's ability to effect a turnaround. However, GM has announced that it has reached a tentative agreement with the UAW, which, if ratified by the union membership, could result in a substantial reduction of GM's burdensome health care costs over the long range. Near-term cash cost savings would be offset by a commitment on GM's part to fund a newly created VEBA trust. As part of its review, Standard & Poor's will assess the terms and significance of concessions granted by the UAW. S&P will also consider details of other cost- cutting actions -- including steps to reduce manpower and curtail excess production capacity -- which management has indicated are expected to be disclosed by yearend. In addition, GM announced that it is contemplating the sale of a controlling interest in GMAC, with a view to restoring an investment-grade rating for GMAC. S&P views an investment-grade rating for GMAC as feasible, if GM sells a majority stake in GMAC to a highly rated financial institution with a long-range strategic commitment to the automotive finance sector. GMAC still would be exposed to GM-related risks that would continue to stem from its role as a provider of funding support to GM's dealers and retail customers. However, S&P believes a strategic majority owner would cause GMAC to adopt a defensive underwriting posture by curtailing its funding support of GM's business, if that business were perceived to pose heightened risks to GMAC. One key factor would be S&P's conclusions about the extent to which financial support should be imputed to the strategic partner. Absent steps to significantly limit its ownership control over GMAC, GMAC's ratings ultimately again will be equalized with those of GM. GM's liquidity could be bolstered by the sale of a portion of its ownership stake in GMAC, and S&P would expect that sale proceeds would represent adequate compensation for the related loss of GMAC earnings and dividends. S&P assumes such proceeds either would be retained by GM as cash or equivalents, or used to reduce the debt or debt-like liabilities. On the other hand, owing to GMAC's enhanced independence, S&P believes there is increased risk that, under certain circumstances GMAC, could act to curtail its funding support of GM's marketing operations, precipitating potential problems for GM. The ratings for ResCap are two notches above that of its direct parent, GMAC. This two-notch differential recognizes ResCap's ability to operate its mortgage businesses separately from the auto finance business of GMAC, from which it is partially insulated by financial covenants and governance provisions. However, we continue to link the ratings for ResCap to those for GMAC, because of the latter's full ownership of ResCap. Consequently, should the ratings on GMAC be lowered, the ratings for ResCap likewise would be lowered by the same amount. Alternatively, if the ratings for GMAC were raised, as explained above, those for ResCap also could be raised. S&P currently expects to resolve the reviews of GM, GMAC, and ResCap in mid-to-late January. S&P could reassess this timetable if ongoing developments warrant. GENERAL MOTORS: Exploring Sale of Controlling Stake in GMAC ----------------------------------------------------------- Rick Wagoner, General Motors chief executive, said in a regulatory filing with the Securities and Exchange Commission, that the company is exploring the possible sale of a controlling interest in General Motors Acceptance Corp. to a strategic partner, with the goal of restoring GMAC's investment grade rating and renewing its access to low-cost financing. In addition, GMAC said it will continue to evaluate strategic and structural alternatives to help ensure that its residential mortgage business, Residential Capital Corp., or ResCap, retains its investment grade credit ratings. S&P's Elbowing GM Mark Gilbert of Bloomberg News writes that Standard & Poor's has dangled a juicy carrot in front of GM. In the wake of Delphi's bankruptcy, S&P rated GM at BB- while GMAC got a higher rating at BB, with a developing outlook -- which means that the rating may improve or deteriorate. S&P analyst Scott Sprinzen said in reports that the diminution of GM's control over GMAC could guarantee a better rating for the subsidiary. However, Sprinzen also said "that GM could do certain things to bolster GMAC's rating but hurt its own, meaning, if GM didn't have GMAC to count on to provide funding support, that could be a problem." A higher rating for GMAC relates to cheaper borrowing interests for GM's finance unit. That in turn leads to better financing offers to potential car buyers, which in theory will help bolster automobile sales, Bloomberg relates. Other Cost Reductions GM also disclosed it will need to close additional assembly and component plants and reduce its manufacturing employment levels by 25,000 or more jobs by 2008. This would come on top of the 1 million-unit capacity reduction that has been achieved over the past three years. Mr. Wagoner noted that GM already has made significant progress in reducing structural costs, lowering salaried, executive and contract employee costs and improving productivity. U.S. salaried employee headcount has been reduced 30% in the past five years, and continued reductions are planned for 2006. On Monday, GM's salaried U.S. employees and retirees were informed of additional changes to their health-care benefits, including higher medical co-pays. In addition, there is no program for salary increases, no bonuses and no enhanced variable pay for 2005 for GM's salaried employees and executives. Mr. Wagoner acknowledged that these difficult decisions will have an impact on many GM employees. With all the cost-reduction initiatives in place, GM expects to reduce its structural cost by a $5 billion run rate by the end of 2006. The 2006 full-year impact depends on timing of approvals of the health-care changes. In addition, GM is targeting a $2 billion gross reduction in material costs in 2006, despite higher commodity prices and troubled supplier situations, yielding a net reduction of $1 billion after including the cost of significant product enhancements. These estimates exclude any possible impact from Delphi Corp.'s Chapter 11 reorganization. Two major opportunities to reduce material costs are optimizing GM's sourcing footprint with the most competitive supplier sources, and leveraging the globalization of GM's product development. General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the world's largest automaker, has been the global industry sales leader since 1931. Founded in 1908, GM today employs about 317,000 people around the world. It has manufacturing operations in 32 countries and its vehicles are sold in 200 countries. In 2004, GM sold nearly 9 million cars and trucks globally, up 4 percent and the second-highest total in the company's history. GENERAL MOTORS: Inks Tentative Agreement with UAW on Health Care ---------------------------------------------------------------- General Motors Corp. and the United Auto Workers reached a tentative agreement on Monday, October 17, to reduce the automaker's health-care costs by about $15 billion or 25% of the company's health-care liability. General Motors estimates a $1 billion a year cash savings as a result of the Union's concession. The tentative agreement also includes contributions to a new independent Defined Contribution Voluntary Employee Benefit Association (VEBA) that will be used to mitigate the impact of reduced GM health-care coverage on individual hourly retirees. The new independent VEBA will be partially funded by GM contributions of $1 billion in each of three years - currently expected to be 2006, 2007 and 2011. Additional modest funding opportunities are under discussion, contingent on GM's improved financial performance. Rick Wagoner, GM's chief executive, praised the UAW President Ron Gettelfinger and Vice President Dick Shoemaker for their leadership and hard work in coming to Monday's agreement. "These negotiations were done in a positive, cooperative, problem- solving spirit," Mr. Wagoner said in remarks to employees at GM's global headquarters in Detroit. "While it may have taken some time to reach this cooperative solution, I think it was time well- spent." Specific details regarding modifications to the health-care plan will be shared with affected employees and retirees soon. Mr. Wagoner said the modified plan will continue to provide high quality health care for GM's more than 750,000 U.S. hourly employees and dependents, retirees and surviving spouses. Additionally, GM and the UAW have agreed to continue to look at other options to further reduce health-care expenses and to improve other areas of competitiveness. General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the world's largest automaker, has been the global industry sales leader since 1931. Founded in 1908, GM today employs about 317,000 people around the world. It has manufacturing operations in 32 countries and its vehicles are sold in 200 countries. In 2004, GM sold nearly 9 million cars and trucks globally, up 4 percent and the second-highest total in the company's history. GLOBAL MATRECHS: Restated 2004 Results Show $3 Million Net Loss --------------------------------------------------------------- Global Matrechs, Inc., delivered its amended annual report on Form 10-KSB/A for the year ended Dec. 31, 2004, to the Securities and Exchange Commission on Oct. 7, 2005. The Company originally submitted its 2004 annual report to the SEC on May 11, 2005. The Company amended its 2004 annual report to correct the accounting treatment of certain convertible preferred stock instruments related to fiscal 2001 through fiscal 2003 and for the first three fiscal quarters of 2004. Restated 2004 Financial Results In its amended annual report for the year ended Dec. 31, 2004, Global Matrechs reports a $2,998,429 net loss compared to a $556,798 net loss in 2003. The Company had previously reported net losses of $2,631,061 and $458,120 for the year ended Dec. 31, 2004 and 2003, respectively. The Company's balance sheet showed $2,834,876 of assets at Dec 31, 2005, and liabilities totaling $4,547,047. Going Concern Doubt Sherb & Co., LLP, expressed substantial doubt about Global Matrechs' ability to continue as a going concern after it audited the Company's financial statements for the years ended Dec. 31, 2004, 2003 and 2002. The auditing firm pointed to the Company's recurring losses, negative cash flows since inception and accumulated deficit. Second Quarter Results In its Form 10-QSB for the three months ended June 30, 2005, Global Matrechs reports a $1,046,762 net loss compared to a $407,335 net loss for the same period in 2004. The Company has incurred significant losses since its incorporation resulting in an accumulated deficit as of June 30, 2005 of approximately $33.7 million. The Company's balance sheet showed $2,706,383 of assets at June 30, 2005, and liabilities totaling $7,643,118. As of June 30, 2005, Global Matrechs had a working capital deficit of $4,797,497. Stockholder's deficit at June 30, 2005 stood at $9,971,810. About Global Matrechs Global Matrechs, Inc. -- http://www.globalmatrechs.com/-- operates in two major segments: a) Licensed Technologies Sector - which consists of the marketing and sales of the technologies licensed from Eurotech; and b) Specialty Lighting Subsidiary - which consists of the design, development, manufacture and sales of specialty lighting and architectural products acquired in the merger with True To Form Ltd in Dec. 2004. The Company is targeting the pursuit of the Homeland Securities market with both segments. HARTCO OF KENTUCKY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Hartco of Kentucky, Inc. P.O. Box 375 Mayfield, Kentucky 42066 Bankruptcy Case No.: 05-52472 Chapter 11 Petition Date: October 14, 2005 Court: Western District of Kentucky (Paducah) Judge: Thomas H. Fulton Debtor's Counsel: Alan C. Stout, Esq. Stout Law Office 111 West Bellville P.O. Box 81 Marion, Kentucky 42064 Tel: (270) 965-4600 Fax: (270) 965-4848 - and - Todd A. Farmer, Esq. Stout & Farmer 2008 Broadway P.O. Box 8167 Paducah, Kentucky 42002-8167 Tel: (270) 443-4431 Fax: (270) 443-4631 Total Assets: $278,618 Total Debts: $1,187,310 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Security National Commercial Commercial Building $325,250 3050 Westfork Drive Bowden Cleaners, Baton Rouge, LA 70816 201 N. 9th Street, Mayfield, KY 42066 Value of security: $100,000 George Hosfield II Promissory note- $85,071 415 Mount Auburn, Apt. 1 Equipment, Furniture Cape Girardeau, MO 63701 and Fixtures Paul Vaughn Promissory note- $84,036 111 Whippoorwill Drive equipment Marion, KY 42064 Mary Evelyn Tucker Promissory note $49,282 Internal Revenue Service 941 Taxes $48,663 1st to 4th Qtr 2004 Internal Revenue Service 941 Taxes $48,562 1st to 3rd Qtr 2005 United Recovery Systems Credit purchase $44,859 Internal Revenue Service 941 Taxes $43,848 3rd & 4th Qtr 2002 Portfolio Recovery Credit purchases $43,245 James Stovall Promissory note $37,198 Wells Fargo Credit purchases $36,491 Internal Revenue Service 941 Taxes $35,736 1st to 4th Qtr 2003 National City Credit purchases $26,873 Asset Acceptance Credit purchases $25,791 W.L. Sudduth Promissory note $25,109 Eagle Credit Credit purchases $17,362 Ideal Chemical & Supply Co Credit purchases $12,048 Capital Management Services Credit purchases $11,072 City of Mayfield Mayfield withholding $10,278 2003 - $3,454 2004 - $2,171 2005 - $4,653 Research Solvents & Credit purchases $10,169 Chemicals HILCORP ENERGY: S&P Puts B Rating on $175M Sr. Unsecured Notes -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on oil and gas exploration and production company Hilcorp Energy I L.P. and revised its outlook on the company to negative from stable. At the same time, Standard & Poor's assigned its 'B' rating to Hilcorp's $175 million senior unsecured notes. Houston, Texas.-based Hilcorp had $275 million of balance sheet debt as of June 30, 2005. The rating action reflects Hilcorp's acquisition of oil and gas producing properties in the Rockies. "The transaction is a departure for the company, both in terms of geography and cost," said Standard & Poor's credit analyst Ben Tsocanos. Until now, the company has focused operations entirely in the Texas and Louisiana Gulf Coast region. "The purchase price increases debt leverage, which was high compared with peers in the rating category prior to the acquisition, at a time when loss of production due to hurricane damage in the company's core regions may hamper the ability to repay debt quickly," said Mr. Tsocanos. Hilcorp is a small, privately held limited partnership engaged in the acquisition, development, and production of crude oil and natural gas from onshore Texas and South Louisiana properties, and now in the Rockies. INTERTAPE POLYMER: Releases Third Quarter Financial Results ----------------------------------------------------------- Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) released results for its third quarter ended September 30, 2005. Sales for the third quarter were $201.2 million, up 13.2% from $177.7 million for the same quarter of 2004, while the Company reported net earnings of $6.6 million compared to a net loss of $14.3 million for the same period last year, and adjusted net earnings of $6.8 million compared to $5.6 million for the same period last year. "Sales growth in the third quarter was primarily driven by sales price increases," said Intertape Polymer Group Inc. Chairman and Chief Executive Officer, Melbourne F. Yull. "While raw material and energy costs continued to make markets challenging, the organizational realignment that we implemented at the end of 2004 enabled us to react quickly and respond effectively to the changes in the marketplace. In the face of these cost pressures, our gross profit for the third quarter of 2005 increased $4.5 million or 12.2% compared to the third quarter of 2004." "Despite raw material cost increases and supply shortages, the Company did not have to cut back its production as some competitors have had to do," commented Mr. Yull. "We have even seen a number of competitors declaring force majeure." The Company has been able to maintain its operating levels and fulfill its contracts because of its global sourcing efforts, which have allowed the Company to maintain adequate supplies from multiple sources, pre-buying of raw material inventories prior to supply constraints occurring, and reduced consumption of some raw materials by modifying certain formulations. Net earnings for the third quarter of 2005 were up significantly over the third quarter of last year because of $30.4 million of refinancing expense that was incurred last year as part of a major debt refinancing. Third quarter 2005 results included $0.4 million of manufacturing facility closure and industrial accident costs. Excluding refinancing expense, manufacturing facility closure and industrial accident costs, and related tax benefits, adjusted net earnings for the third quarter of 2005 were $6.8 million compared to $5.6 million for the same quarter last year. The improvement in adjusted net earnings resulted from the increase in gross profit partly offset by higher selling expenses, reflecting increased rebate levels for consumer products, higher staffing levels and activities to generate growth, and higher variable compensation costs as a result of higher sales. The Company is including adjusted net earnings, a non-GAAP financial measure, because it believes the measure permits more meaningful comparisons of its core business performance between the periods presented. A reconciliation of adjusted net earnings to GAAP net earnings is set forth below. "Decreased financial expenses continue to have a positive impact on our net earnings as they were down 6.2% in the third quarter of 2005 compared to the third quarter last year, reflecting the benefits of the refinancing undertaken in the third quarter of last year," said IPG's Chief Financial Officer, Andrew M. Archibald, C.A. From a cash perspective, the Company generated $3.7 million of free cash flow in the quarter, resulting in $4.5 million for the year to date. "Our cash flow has been adversely affected by the impact of rising raw material costs on our working capital," commented Mr. Archibald. "We estimate the net impact on accounts receivable, inventories and accounts payable to have been approximately $23 million for the first nine months of the year. Nonetheless, over the past two quarters the Company has generated a total of $11.4 million in free cash flow and expects to continue generating positive free cash flow in the coming quarters." Free cash flow is defined as cash flows from operating activities less expenditures for plant, property and equipment (capital expenditures). The Company is including free cash flow, a non-GAAP financial measure, because it is used by management and the Company's investors in evaluating the Company's performance. A reconciliation of free cash flow to cash flows from operating activities, the most directly comparable GAAP measure. The Company is also including earnings before interest, taxes, depreciation and amortization and Adjusted EBITDA, both non-GAAP financial measures, because these measures are used by management and the Company's lenders in evaluating the Company's performance. A reconciliation of the Company's EBITDA and Adjusted EBITDA, both non-GAAP financial measures, to GAAP net earnings is set forth in the EBITDA reconciliation table below. The Company's EBITDA for the third quarter of 2005 was $20.9 million compared to $19.6 million for the third quarter of 2004. The adjusted EBITDA was $21.3 million in the third quarter of 2005 as compared to $19.6 million in the third quarter of 2004. Sales for the first nine months of 2005 were $579.2 million, up 13.2% from $511.7 million for the same period in 2004. Net earnings for the first nine months of 2005 were $18.1 million compared to a net loss of $6.3 million for the same period of the preceding year. Following the end of the quarter, the Company, through a wholly owned Canadian subsidiary, acquired Flexia Corporation and Fib-Pak Industries Inc. The acquisition of these companies is expected to enable IPG to increase its market size in certain products, broaden its product portfolio, leverage Flexia's market leading global sourcing program, increase the proximity of manufacturing facilities to the customer base and provide a west coast presence which can facilitate import and export activity with Asia. The Company's most recent sales guidance for 2005 was a range of $755 million to $775 million. "Not including additional fourth quarter 2005 sales resulting from the October 5, 2005, acquisition, the Company should be at the high end of the range if anticipated raw material supplies are not disrupted," noted Mr. Yull. Intertape Polymer Group is a recognized leader in the development and manufacture of specialized polyolefin plastic and paper based packaging products and complementary packaging systems for industrial and retail use. Headquartered in Montreal, Quebec and Sarasota/Bradenton, Florida, the Company employs approximately 2,600 employees with operations in 16 locations, including 12 manufacturing facilities in North America and one in Europe. * * * As reported in the Troubled Company Reporter on July 6, 2004, Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to St. Laurent, Quebec-based Intertape Polymer Group Inc. At the same time, Standard & Poor's assigned its 'B+' bank loan rating and a recovery rating of '2' to the company's proposed $250 million senior secured credit facilities based on preliminary terms and conditions. The 'B+' rating and the '2' recovery rating indicate an expectation of substantial (80%-100%) recovery of principal in the event of a default. INTEGRATED SECURITY: Balance Sheet Upside-Down by $3.5M at June 30 ------------------------------------------------------------------ Integrated Security Systems, Inc., delivered its annual report on Form 10-K for the year ending June 30, 2005, to the Securities and Exchange Commission on October 13, 2005. The Company reported a $4,947,808 net loss on $13,478,654 of net revenues for the year ending June 30, 2005. At June 30, 2005, the Company's balance sheet shows $9,150,329 in total assets and $12,688,268 in total debts. As of June 30, 2005, the Company's balance sheet reflects a $3,541,147 stockholders' deficit compared to a $171,948 in positive equity at June 30, 2004. The audit reports of: * Weaver and Tidwell, LLP, the Company's independent registered public accounting firm for the Company's consolidated financial statements for the fiscal year ended June 30, 2005; and * Grant Thornton LLP, the Company's registered public accounting firm for the Company's consolidated financial statements for the fiscal year ended June 30, 2004 both state that in fiscal 2005 and 2004 expressed substantial doubt about the Company's ability to continue as a going concern, pointing to the Company's significant losses from operations. A full-text copy of the regulatory filing is available at no charge at http://ResearchArchives.com/t/s?259 Headquartered in Irving, Texas, Integrated Security Systems, Inc. -- http://www.integratedsecurity.com/-- is a technology company that provides products and services for homeland security needs. ISSI also designs, develops and markets safety equipment and security software to the commercial, industrial and governmental marketplaces. ISSI's Intelli-Site(R) provides users with a software solution that integrates existing subsystems from multiple vendors without incurring the additional costs associated with upgrades or replacement. J. CREW: Lenders Consent to Merger Among Parents & Intermediate --------------------------------------------------------------- J. Crew Group, Inc., inked an amendment to its Amended and Restated Loan and Security Agreement with: * J. Crew Operating Corp., * J. Crew Intermediate LLC, * Grace Holmes, Inc. d/b/a J. Crew Retail * H.F.D. No. 55, Inc. d/b/a J. Crew Factory * J. Crew, Inc. * J. Crew International, Inc. * Wachovia Bank, National Association, successor by merger to Congress Financial Corporation, as administrative and collateral agent and as lender * Bank Of America N.A. * Siemen's Financial Services, Inc. * The CIT Group/Business Credit, Inc. The Lenders consented to the formation of J. Crew Group, Inc., a Delaware corporation, and the subsequent mergers of the old parent company with and into the new parent company and of Intermediate with and into the new parent company. The merger agreements were inked on October 11, 2005. A full-text copy of the Merger Agreement between the old parent and the new parent company is available for free at http://ResearchArchives.com/t/s?25d A full-text copy of the Merger Agreement between the new parent company and Intermediate is available for free at http://ResearchArchives.com/t/s?25e A full-text copy of Amendment No. 1 of the Amended and Restated Loan and Security Agreement is available for free at http://ResearchArchives.com/t/s?25c J.Crew Group, Inc. is a nationally recognized multi-channel retailer of quality women's and men's apparel, shoes and accessories. The Company operates 156 retail stores, the J.Crew catalog business, j.crew.com and 44 factory outlet stores. * * * As reported in the Troubled Company Reporter on Aug. 23, 2005, Standard & Poor's Ratings Services placed its ratings on J. Crew Group Inc., including its 'B-' corporate credit rating, on CreditWatch with positive implications. The ratings on J. Crew Corp. and J. Crew Intermediate LLC were also placed on CreditWatch with positive implications. J. Crew had total debt (including preferred stock that is mandatorily redeemable in 2009) of about $577 million as of April 30, 2005. The CreditWatch listing follows J. Crew's S-1 filing with the SEC for an IPO of its common stock of up to $200 million. JACOBSON RESONANCE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Jacobson Resonance Enterprises, Inc. 3225 South MacDill Avenue, Suite 129312 Tampa, Florida 33629-8171 Bankruptcy Case No.: 05-25388 Type of Business: The Debtor is a biotechnology company. Chapter 11 Petition Date: October 13, 2005 Court: Middle District of Florida (Tampa) Debtor's Counsel: Caryl E. Delano, Esq. Addison & Delano, P.A. P.O. Box 2175 Tampa, Florida 33601-2175 Tel: (813) 223-2000 Fax: (813) 228-6000 Total Assets: $100,060 Total Debts: $2,294,745 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Patrick J. Casey Contract $713,400 515 North Flagler Drive 561-832-5900 Northbridge Tower 1, 19th Fl West Palm Beach, FL 33401 Eric Hewko Contract $713,400 760 U.S. Highway One, #201 561-626-6966 North Palm Beach, FL 33408 Jackson & Campbell SEC related $143,667 1120 20th Street Northwest attorneys fees South Tower Michael Paige, Esq. Washington, DC 20036-3437 202-457-1600 Weiner, Goodman & Co., P.C. Accounting services $76,380 Ten Industrial Way East Robert Manopelli Suite 2 732-544-8111 Eatontown, NJ 07724 Kilpatrick Stockton LLP Patent related $70,000 P.O. Box 945614 attorneys fees Atlanta, GA 30394 Cynthia Rothschild, Esq. 404-815-6500 Goldstein Golub Kessler, LLP Accounting services $67,000 Mr. Shapiro 212-372-1203 Columbia/JFK Medical Ctr, LP Rent $67,000 561-832-3300 Abraham Toubail Loan $28,000 561-622-7303 Regulatory Insight, Inc. FDA consulting fees $12,378 Kevin Walls ADP Service for $11,465 stockholders 973-403-2800 Michael Paige, PLLC Attorney fees $10,136 202-457-1600 Beacon Management Consulting services $8,319 (business plan) Tri State Financial Press Trade debt $8,258 College of Veterinary Contract $7,500 Medicine Research Program Equity Technology, Inc. Trade debt $7,200 Peter Asare David S. Willig, Chartered Attorney fees $6,326 Capita One Band (Visa) Trade debt $4,482 Richard P. Green, P.A. SEC related $3,841 attorney fees Corporate Executive Suites Rent $3,800 Robert A. Henry, P.A. $3,534 KENCO LLC: Case Summary & 12 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Kenco LLC 6534 Wendy Drive Pineville, Louisiana 71360 Bankruptcy Case No.: 05-82835 Chapter 11 Petition Date: October 16, 2005 Court: Western District of Louisiana (Alexandria) Debtor's Counsel: Bradley L. Drell, Esq. Gold, Weems, Bruser, Sues & Rundell, A Professional Law Corporation P.O. Box 6118 Alexandria, Louisiana 71307-6118 Tel: (318) 445-6471 Estimated Assets: $100,000 to $500,000 Estimated Debts: $1 Million to $10 Million Debtor's 12 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Builder's Supply Company $271,809 P.O. Box 295 Shreveport, LA 71162 Sears Commercial One $73,634 75 Remittance Drive, Suite 1674 Chicago, IL 60675-1674 Internal Revenue Service $59,394 Special Procedures Function 600 South Maestrl Place, Stop 31 New Orleans, LA 70190 Hibernia National Bank $49,639 Louisiana Utility Supply $42,268 BMC Millwork $41,027 A.J. Fuller Drywall $40,079 Coburn Supply $23,831 Allen Millwork, Inc. $21,518 Scott Construction Equipment $20,794 American Express $18,231 Louisiana Department of Revenue & Tax $15,071 KMETZ CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: KMETZ Construction Services, Inc. 236 East 161st Place, Unit B South Holland, Illinois 60473 Bankruptcy Case No.: 05-55812 Type of Business: The Debtor is a building contractor. The Debtor previously filed for chapter 11 protection on January 19, 2001 (Bankr. N.D. Ill. Case No. 01-02051). Chapter 11 Petition Date: October 14, 2005 Court: Northern District of Illinois (Chicago) Judge: Eugene R. Wedoff Debtor's Counsel: Chester H. Foster, Jr., Esq. Foster, Kallen & Smith 3825 West 192nd Street Homewood, Illinois 60430 Tel: (708) 799-6300 Fax: (708) 799-6339 Total Assets: $500,000 to $1 Million Total Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service Accounts Receivable $1,000,000 Mail Stop 5010 CHI Inventory, contract 230 South Dearborn Street rights of chattel Chicago, IL 60604 paper, with products and vehicles Frankenmuth Insurance Trade debt $167,000 1 Mutual Avenue Frankenmuth, MI 48787-0001 Guagliardo Drywall Company Trade debt $153,084 252 Chaddick Drive Wheeling, IL 60090-6039 Chicago & NE Illinois Trade debt $86,839 District Carpenters 2460 West Main Street, Suite E Saint Charles, IL 60175 NES Rental Equipment Trade debt $21,056 P.O. Box 85001226 Philadelphia, PA 19178-1226 ABC Supply Trade debt $17,792 410 Rathbone Avenue Aurora, IL 60506 Pekin Insurance Trade debt $16,548 2505 Court Street Pekin, IL 61558 Castle Construction Corp. Trade debt $15,000 3062 West 167th Street Markham, IL 60428 State Lumber Company, Inc. Trade debt $10,952 532 State Street Calumet City, IL 60409 Illinois Department of Employee $10,555 Employment Security contributions 33 South State Street Bankruptcy Unit Chicago, IL 60603 Illinois Department of Revenue Accounts Receivable, $10,089 Bankruptcy Section, Level 7-425 Inventory, contract 100 West Randolph Street rights of chattel Chicago, IL 60601 paper, with products and vehicles S. Ira Miller Trade debt $9,677 Suite 1900 111 West Washington Street Chicago, IL 60602 Laborer's Pension and Trade debt $8,003 Welfare Fund 11465 Cermak Road Westchester, IL 60154 Wausau Enterprises Trade debt $7,988 P.O. Box 217 South Holland, IL 60473 Freeborn & Peters LLP Trade debt $4,844 311 S. Wacker Drive, Suite 3000 Chicago, IL 60606 Randall Industries Trade debt $4,072 741 South Route 83 Elmhurst, IL 60126 South Park Hardware Trade debt $3,587 16074 South Park Avenue South Holland, IL 60473 Elfco Trade debt $1,733 7613 West 100th Place Bridgeview, IL 60455 Wisconsin Department of Revenue Taxes $1,364 P.O. Box 901 Madison, WI 53708 Contractors Adjustment Company Trade debt $1,350 211 Waukegan Road, Suite 100 Northfield, IL 60093-2757 KULLMAN INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Kullman Industries, Inc. One Kullman Corporate Campus Lebanon, New Jersey 08833 Bankruptcy Case No.: 05-60002 Type of Business: The Debtor is a modular construction builder. See http://www.kullman.com/ Chapter 11 Petition Date: October 17, 2005 Court: District of New Jersey (Trenton) Debtor's Counsel: James N. Lawlor, Esq. Wollmuth, Maher & Deutsch LLP One Gateway Center, 9th Floor Newark, New Jersey 07102 Tel: (973) 733-9200 Estimated Assets: $1 Million to $10 Million Estimated Debts: $10 Million to $50 Million Debtor's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Cooper Electric Contract $868,976 70 Apple Street Tinton Falls, NJ 07724 Coronation Sheet Metal Contract $774,320 Company Inc. 2198 Stanley Terrace Union, NJ 07083 Dolan Mechanical Inc. Contract $692,896 638 Johnson Road P.O. Box 326 Sickerville, NJ 08081 Greenway Enterprises, Inc. Contract $676,552 608 Lincoln Road West Helena, MT 59602 Brittashan Enterprises Corp. Contract $655,399 7 Park Drive Franklin, NJ 07416 York International Corp. Contract $585,921 631 South Richland Avenue York, PA 17405 Jet-Drive General Marine Contract $421,000 480 Brown Court Oceanside, NY 11572 Marvair Airxcel Contract $419,868 1229 Solutions Center Chicago, IL 60677 Turtle & Hughes Inc. Contract $412,750 1900 Lower Road Linden, NJ 07036 Age - Tekar JV Contract $343,270 Attn: Ali Hurat Zust Bachmeier Contract $326,912 3700 Commerce Drive Baltimore, MD 21227 Carpernters' Specialty and Contract $315,038 Shopmen's Welfare Fund P.O. Box 6855 Edison, NJ 08837 Gerber Metal Supply Company Contract $308,422 2 Boundary Road Somverville, NJ 08876 Louis Berger & Associates Inc. Contract $293,236 2300 North Street NW, Suite 800 Washington, DC 20037 Stillwell-Hansen Inc. Contract $243,038 3 Fernwood Avenue P.O. Box 7820 Edison, NJ 08818 Atlantic Government Services Contract $212,998 5426 Robin Hood Road Norfolk, VA 23513 ECI Building Corporation Contract $187,750 637 Meacham Avenue Elmont, NY 11003 AJ Crane Contract $168,560 83 Salyan Highway Baku, Azerbaijan L-3 Communications Contract $160,563 P.O. Box 92228 Chicago, IL 60675 LEATHER FACTORY: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: The Leather Factory Inc. 17237 Ventura Boulevard, Unit A Encino, California 91316 Bankruptcy Case No.: 05-18708 Type of Business: The Debtor manufactures and sells furniture. Chapter 11 Petition Date: October 12, 2005 Court: Central District of California (San Fernando Valley) Judge: Geraldine Mund Debtor's Counsel: J. Bennett Friedman, Esq. Hamburg, Karic, Edwards & martin 1900 Avenue of the Stars, Suite 1800 Los Angeles, California 90067 Tel: (310) 552-9292 Financial Condition as of Oct. 10, 2005: Total Assets: $2,190,523 Total Debts: $5,110,839 The Debtor did not file a list of its 20 Largest Unsecured Creditors. LUCKY CONVENIENCE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Lucky Convenience Markets, Inc. 2406 Mountain Road Pasadena, Maryland 21122 Bankruptcy Case No.: 05-41098 Type of Business: The Debtor operates convenience stores. See http://www.luckysmarkets.com/ Chapter 11 Petition Date: October 15, 2005 Court: District of Maryland (Baltimore) Judge: James F. Schneider Debtor's Counsel: Howard M. Heneson, Esq. Howard M. Heneson, P.A. 810 Glen Eagles Court, Suite 301 Towson, Maryland 21286 Tel: (410) 494-8388 Fax: (410) 494-8389 Estimated Assets: Less than $50,000 Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Charles Lynch, Jr. Loan $540,000 2406 Mountain Road Pasadena, MD 21122 Francis Holthaus Loan $325,000 8573 Main Avenue Pasadena, MD 21122 Rosenberger's Dairies Credit $175,479 P.O. Box 901 Hatfield, PA 19440 Pepsi Cola Credit $172,825 Coca Cola Enterprises Credit $122,893 Norman Sadaka Loan $117,175 Judith Lynch Loan $99,653 Franchise Wholesale Co., LLC Credit $92,791 Ed & Maxine Rust Loan $60,000 Arthur Howell, Jr. Loan $60,000 EBY Brown Credit $41,281 Schmidt Banking Co., Inc. Credit $34,198 Wholesale Produce Credit $33,883 Utz Quality Foods, Inc. Credit $33,882 Richard Gravel, Sr. Loan $27,513 Jesse Shank Loan $27,511 Tasty Baking Co. Credit $26,739 Kemps Foods, LLC Credit $26,191 Supervalue Receivables - Credit $24,489 Funding Corp. Canada Dry Potomac Corp Credit $22,589 MESABA AVIATION: Wants to Hire Ravich Meyer as Bankruptcy Counsel ----------------------------------------------------------------- Mesaba Aviation, Inc., doing business as Mesaba Airlines, needs bankruptcy lawyers to represent it in connection with all matters relating to its Chapter 11 case. By this application, the Debtor seeks the Court's authority to employ Ravich Meyer Kirkman McGrath & Nauman, P.A. Ravich Meyer has experience in the areas of business organization and planning, financial transactions, commercial bankruptcy and work out matters, mergers and acquisitions, real estate and employment and management matters. The Debtor will pay Ravich Meyer on an hourly basis. The attorneys and paralegal who will provide services and their hourly rates are: Professional Hourly Rate ------------ ----------- Michael L. Meyer, Esq. $350 Michael F. McGrath, Esq. $320 Will Tansey, Esq. $210 Barbara A. Waggie, Paralegal $120 The Debtor informs Judge Kishel that it has paid Ravich Meyers $150,000 as retainer on October 12, 2005. The amount is being held in the firm's trust account. Mr. Meyer, a Ravich Meyer shareholder, assures the Court that neither the firm nor any of its shareholders: -- have any connection with any party holding a claim or other interest adverse to the Debtor; or -- hold any interest adverse to the Debtor in matters upon which the firm is to be engaged. Neither the firm nor any of its shareholders have any connection with the creditors of the Debtor, the U.S. Trustee or its employees, or any other party-in-interest or their attorneys, Mr. Meyer adds. Mesaba Aviation, Inc., d/b/a Mesaba Airlines,-- http://www.mesaba.com/-- operates as a Northwest Airlink affiliate under code-sharing agreements with Northwest Airlines. The Company filed for chapter 11 protection on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258). Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed total assets of $108,540,000 and total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) MESABA AVIATION: Wants Section 345 Deposit Guidelines Waived ------------------------------------------------------------ Section 345(b) of the Bankruptcy Code generally requires that, with respect to investments other than those "insured or guaranteed by the United States or by a department, agency or instrumentality of the United States or backed by the full faith and credit of the United States," the estate must require a bond in favor of the United States secured by the undertaking of a court-approved corporate surety. However, the Court is allowed to dispense with this limitation "for cause." Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman, in Minneapolis, Minnesota, tells the Honorable Gregory F. Kishel of the U.S. Bankruptcy Court for the District if Minnesota that Mesaba Aviation, Inc., obtains a greater yield by investing funds in accordance with its normal practices than it would if through government securities. Investing the Debtor's cash pursuant to its past practices will result in greater returns for the Debtor's estate over time with little or no additional investment risk. Moreover, the Debtor believes that investment of excess cash in the money market accounts is commercially reasonable and consistent with the intent of Section 345. Accordingly, the Debtor asks Judge Kishel for permission to continue investing its cash in accordance with its past business practices. The Debtor asks the Court to waive the deposit guidelines in Section 345(b). Mesaba Aviation, Inc., d/b/a Mesaba Airlines,-- http://www.mesaba.com/-- operates as a Northwest Airlink affiliate under code-sharing agreements with Northwest Airlines. The Company filed for chapter 11 protection on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258). Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed total assets of $108,540,000 and total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) MESABA AVIATION: Wants DLA Piper as Special Counsel --------------------------------------------------- Mesaba Aviation, Inc., doing business as Mesaba Airlines, seeks the U.S. Bankruptcy Court for the District of Minnesota's authority to employ DLA Piper Rudnick Gray Cary US LLP as its special counsel. DLA Piper is part of an international firm with approximately 3,000 attorneys in 20 countries and 54 offices. The firm provides an extensive range of legal services through seven global practice groups -- Commercial, Corporate and Finance, Real Estate, Legislative and Regulatory, Litigation, Human Resources and Technology, Media and Communications. As special counsel, DLA Piper will handle labor, regulatory, and aircraft leasing and related issues for the Debtor in its Chapter 11 case. John Spanjers, president and chief operating officer of Mesaba, relates that the firm has been one of the outside counsel negotiating the Debtor's labor agreements since 1999. The firm has been close advisors to the Debtor throughout the bargaining process and represented the Debtor in other employment, pension and benefits matters. It has represented the Debtor in grievances and has been integrally involved in myriad aspects of the Debtor's labor and employment relations. Since 2001, DLA Piper has advised the Debtor concerning the regulations and policies of the U.S. Department of Transportation, Federal Aviation Administration, Transportation Security Administration, and Bureau of Customs and Border Protection, Mr. Spanjers continues. Furthermore, DLA Piper appears as counsel for the Debtor in the informal resolution of civil penalty and similar actions brought against the Debtor by the FAA and CBP. The Debtor believes that DLA Piper's experience makes the firm "intimately familiar with complex legal issues that have arisen and are likely to arise" in its case. The Debtor asserts that the services to be provided by DLA Piper will be complementary to, rather than duplicative of, the services to be performed by Marr Hipp Jones Wang LLP and other counsel on behalf of the Debtor. The Debtor will pay DLA Piper for the legal services on an hourly basis and reimburse the firm's actual and necessary out-of-pocket expenses. The Debtor currently enjoys a special billing rate for work performed by DLA Piper lawyers, Mr. Spanjers discloses. The hourly rates charged by DLA Piper lawyers for labor and employment matters are currently subject to a maximum of $300 per hour. All other work is billed at a 15% discount from the attorney's standard billing rate. Standard billing rates for DLA Piper attorneys currently performing work for the Debtor are: Professional Hourly Rate ------------ ----------- M. Pearson, Esq. $460 A. Hernandez, Esq. $450 J. Mietus, Esq. $465 M. Muedeking, Esq. $565 R. Patel, Esq. $400 A. Jean, Esq. $305 Marilyn A. Pearson, Esq., member of DLA Piper, assures the Court that DLA Piper does not represent or hold any interest adverse to the Debtor or its estate with respect to matters on which the firm is to be employed. However, Ms. Pearson discloses, DLA Piper likely has represented, and likely will continue to represent, certain of the Debtor's creditors and other parties actually or potentially adverse to the Debtor in matters unrelated to the labor and employment, regulatory, aircraft leasing and transaction matters. Specifically, DLA Piper is representing Northwest Airlines as special labor counsel. That representation, Ms. Pearson points out, involves discrete labor and employment issues wholly unrelated to the Debtor in its Chapter 11 case. The Debtor and Northwest have also consented to DLA Piper's representation of both parties. The firm has not completed its contacts check and, if necessary, will supplement its disclosure. Mesaba Aviation, Inc., d/b/a Mesaba Airlines,-- http://www.mesaba.com/-- operates as a Northwest Airlink affiliate under code-sharing agreements with Northwest Airlines. The Company filed for chapter 11 protection on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258). Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed total assets of $108,540,000 and total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) MIRANT CORP: Asks Court to Approve Kinder Morgan Settlement Accord ------------------------------------------------------------------ Jason D. Schauer, Esq., at White & Case, in Miami, Florida, relates that Kinder Morgan Power Company is a party to a Limited Liability Company Agreement of Wrightsville Power Facility, L.L.C., dated July 14, 2000, with Mirant Wrightsville Management, Inc., and Mirant Wrightsville Investments, Inc. The parties entered into the Facility LLC Agreement for the development, construction, financing, ownership, and operation of a 560 MW power generating facility located in Pulaski County, Arkansas. The facility is leased and operated by Wrightsville Power Facility, LLC. Wrightsville Power is 50% owned by Wrightsville Investments, 1% owned by Wrightsville Management, and 49% owned by KMPC. The Interconnection Agreement Wrightsville Power is also a party to an Interconnection and Operating Agreement with Entergy Arkansas, Inc., dated June 4, 2001, whereby Entergy reimburses Wrightsville Power of certain payments Wrightsville Power made to Entergy on account of energy transmission service on Entergy's power transmission system -- the Transmission Credits. Under the Interconnection Agreement, the Transmission Credits are payable when the Wrightsville Power Plant operates and generates electricity for sale. Mr. Schauer notes that Wrightsville Power has not operated the Wrightsville Power Plant since the Petition Date because it was not cost effective to do so. The Wrightsville Power Plant Sale On June 1, 2005, the U.S. Bankruptcy Court for the Northern District of Texas approved an Asset Purchase and Sale Agreement dated February 24, 2005, as amended, entered into by Wrightsville Power, Wrightsville Development Funding, L.L.C., Wrightsville Management, Wrightsville Investments with Arkansas Electric Cooperative Corporation. Under the Sale Agreement, AECC agreed to purchase the Wrightsville Power Plant and other related assets and assume certain related liabilities of the Wrightsville Sellers. In connection with the Sale Agreement, AECC took an assignment of certain contracts relating to the Wrightsville Power Plant. However, AECC declined to take an assignment of certain executory contracts executed by Kinder Morgan and certain Debtors. The KM Executory Contracts include: * Letter Agreement dated March 25, 2001, executed by KMPC and Wrightsville Management, and any amendments; * Engineering, Procurement and Construction Agreement dated July 14, 2000, executed by Wrightsville Power and KMPC, and any amendments; * Limited Liability Company Agreement of Wrightsville Power Facility, L.L.C., dated as of July 14, 2000 executed by KMPC, Wrightsville Management and Wrightsville Investments and any amendments; * Limited Liability Company Agreement of Wrightsville Development Funding, L.L.C., dated as of July 14, 2000, executed by KMPC, Wrightsville Management and Wrightsville Investments and any amendments; * Indemnification Agreement entered into as of December 31, 2001, by and among Wrightsville Management, Wrightsville Investments, and KPMC and any amendments * Guaranty dated July 14, 2000, signed by KMPC in favor of Wrightsville Power and Wrightsville Funding, regarding the Power LLC Agreement and the Funding LLC Agreement and any amendments; * Guaranty dated July 14, 2000, signed by KMPC in favor of Wrightsville Power and Wrightsville Funding, regarding the EPC Agreement and any amendments; * Memorandum of Understanding dated December 31, 2001, signed by Wrightsville Management, Wrightsville Investments and KMPC and any amendments; and * any and all executory contracts and unexpired leases between any of the Debtors and Kinder Morgan that relate to the Wrightsville Power Plant and would not have been executed by the parties but for the Wrightsville Power Plant. Asserted Claims of the Debtors, KMPC and Kinder Morgan KMPC asserts a right, title, or interest to 50% of the Transmission Credits, the related proceeds, or payments made on account of it pursuant to a March 25, 2001 letter agreement KMPC sent to Mirant Corporation, as signed by KMPC and Wrightsville Management. KMPC timely filed Claim Nos. 7125, 7126, 7127, 7128, 7132, 7133, 7134, 7135, 7136, 7137, 7138, 7139, 7140, 7141 and 7142, against the Debtors. The Debtors have disputed KMPC's assertions. The Debtors also assert that they have claims against KMPC and certain affiliates relating to receiving preferential transfers and the receipt of recoverable dividends from Wrightsville Power. The Entergy Settlement On January 8, 2005, the Debtors asked the Court to approve a settlement with Entergy relating to claims filed by Entergy and other matters. As part of the Entergy Settlement, Wrightsville Power and Entergy agreed to the treatment of approximately $30,000,000 in Transmission Credits, including a reduction of the Transmission Credits by $7,272,648 -- of which $4,272,648 may be reinstated, subject to certain conditions. KMPC objected to the Entergy Settlement on the grounds that it owned 50% of the Transmission Credits, and those credits could not be reduced without KMPC's consent. On February 16, 2005, the Court approved the Entergy Settlement. Among others, the Entergy Order provided: (a) that the ownership of the Transmission Credits would be determined by subsequent litigation before the Bankruptcy Court between the Debtors and KMPC; and (b) how the Transmission Credits would be treated, depending on the outcome of the Litigation; (c) that until the ownership of the Transmission Credits was resolved, Wrightsville Power would hold 50% of any cash refund or tax refund received from Entergy in a segregated account, pending resolution of the Ownership Resolution. After giving effect to Entergy Settlement, approximately $23,369,758 in principle outstanding Transmission Credits remain. The Kinder Morgan Settlement Agreement After arm's-length negotiations, the Debtors and KMPC entered into a settlement agreement to resolve their dispute, without the expense and uncertainty attendant in litigation. The salient terms of the agreement are: A. Partial Disallowance of Claims Each of KMPC's Claims except for Claim No. 7126 are disallowed and expunged in their entirety, with prejudice to KMPC's ability or right to assert or prosecute those Claims in any forum. B. Allowed KMPC Claim Kinder Morgan is allowed a $1,500,000 unsecured, general, prepetition, non-subordinated claim against Wrightsville Management. The Allowed Claim is in full and complete satisfaction of each and all of the Claims, as well as any other claims KMPC could or may assert against any of the Debtors. The Allowed Claim is the only claim that may be voted by KMPC in connection with any plan of reorganization and the only claim that is entitled to receive any distributions in the Debtors' bankruptcy cases. C. Rejection of Executory Contracts KMPC and Kinder Morgan consent to the KM Executory Contracts being rejected under Section 365 of the Bankruptcy Code. KMPC and Kinder Morgan will each waive and release any rejection damage claims that could possibly arise from the rejection of any KM Contract. D. Consent Relating to the Sale Agreement Notwithstanding entry of the Wrightsville Sale Order, Kinder Morgan Michigan, L.L.C., formerly known as Kinder Morgan Arkansas, L.L.C., will execute a consent to the assignment to AECC of these Assigned Contracts to which KMM is a party: * The Assignment and Assumption Agreement For Certain Gas Pipeline Rights of Way between KMM and Wrightsville Power dated September 28, 2000; and * The Assignment and Assumption Agreement For Certain Gas Pipeline Rights of Way between KMM and Wrightsville Power dated April 26, 2001. E. Mutual Releases The Debtors and Kinder Morgan have executed general, mutual releases in favor of each other. The Debtors' release of KMPC, Kinder Morgan and certain Kinder Morgan Affiliates includes a release of avoidance actions that arise under chapter 5 of the Bankruptcy Code. The release in favor of the Debtors includes: -- a release and waiver of any interest in the Transmission Credits; -- a release of any rejection damage claims; and -- a release of the Debtors' obligations to KMPC under the Entergy Settlement Order. F. Tolling of Limitations Periods The running of any applicable statutes of limitations with respect of any of the Debtors' asserted claims against KMPC and Kinder Morgan are tolled to the extent that they have not expired as of the execution date of the Settlement Agreement. The Debtors ask the Court to approve their Settlement Agreement with KMPC and Kinder Morgan. Headquartered in Atlanta, Georgia, Mirant Corporation -- http://www.mirant.com/-- is a competitive energy company that produces and sells electricity in North America, the Caribbean, and the Philippines. Mirant owns or leases more than 18,000 megawatts of electric generating capacity globally. Mirant Corporation filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590). Thomas E. Lauria, Esq., at White & Case LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News, Issue No. 80 Bankruptcy Creditors' Service, Inc., 215/945-7000) MIRANT CORP: Wants Settlement with L.A, Water & Power Dept. Okayed ------------------------------------------------------------------ Before Mirant Corporation and its debtor-affiliates filed for bankruptcy protection, the Department of Water and Power of the City Of Los Angeles and Mirant Americas Energy Marketing, LP, were parties to a Western System Power Pool Agreement. Pursuant to the Agreement, the Debtors and LADWP entered into a series of purchases and sales of power culminating in August 2003. Prepetition, the Debtors paid $500,000 to LADWP as collateral for future transactions under the Agreement. LADWP has retained the $500,000 and has not applied any portion of it to any amounts owing to LADWP as of the Petition Date. The Parties have agreed that: (a) As of the Petition Date and under the Agreement and related transactions: 1. MAEM owes LADWP $921,412; and 2. LADWP owes MAEM $714,993. (b) LADWP owes MAEM $156,002 pursuant to postpetition transactions for energy sold by MAEM to LADWP. To avoid litigation of the dispute, which will require the Debtors to expend time and resources at a time when their personnel and counsel are focused on their reorganization efforts, and to resolve claims under the Agreement, the Debtors have agreed to enter into a settlement agreement with the LADWP. Under the Settlement Agreement, the Debtors and LADWP agreed that the amounts due and owing to each Party as of the Petition Date will be offset, leaving a $206,418 balance owing by MAEM to LADWP. The difference of $206,418 will be paid from the $500,000 collateral currently held by LADWP, reducing the amount of that collateral to $293,581. In full satisfaction of all obligations under the Agreement, including return of the remaining collateral and in satisfaction of all outstanding postpetition invoices, LADWP will pay $449,583 by wire transfer to MAEM. Headquartered in Atlanta, Georgia, Mirant Corporation -- http://www.mirant.com/-- is a competitive energy company that produces and sells electricity in North America, the Caribbean, and the Philippines. Mirant owns or leases more than 18,000 megawatts of electric generating capacity globally. Mirant Corporation filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590). Thomas E. Lauria, Esq., at White & Case LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News, Issue No. 79 Bankruptcy Creditors' Service, Inc., 215/945-7000) NATURADE INC: Inks Multi-Mil Pact to Buy Living Essentials Assets ----------------------------------------------------------------- Naturade Inc. and Innovation Ventures, L.L.C. d/b/a Living Essentials entered into an Asset Purchase Agreement, pursuant to which Naturade has the right to acquire certain assets relating to Living Essentials' health-related products business. As consideration for the assets, Naturade would at closing: (a) pay $8,500,000, subject to a working capital adjustment, (b) assume current accounts payable and accrued liabilities, (c) issue a promissory note payable to Living Essentials in the principal amount of $3,000,000, and (d) issue 3,000,000 shares of Naturade's Common Stock. The Agreement provides for certain closing conditions that require a certified audit, the successful completion of financing and no material adverse change in the business from July 31, 2005, until closing. A full-text copy of the Asset Purchase Agreement is available for free at http://ResearchArchives.com/t/s?25f Naturade Inc. is a branded natural products marketing company focused on growth through innovative, scientifically supported products designed to nourish the health and well being of consumers. The Company primarily competes in the overall market for natural, nutritional supplements. Nutrition Business Journal, a San Diego-based research publication that specializes in this industry, reports that sales for the overall $58 billion "Nutrition" industry were up 7% in 2004 versus 2003. Naturade primarily competes in the $19 billion segment defined by NBJ as Supplements, which grew 3.8% in 2004. In addition, the report points out that sales of supplements were growing at similar rates in both the mass market channel and health food and natural product stores at approximately 3.5%. As of June 30, 2005, Naturade's balance sheet reflects a $3,992,088 stockholders' deficit, compared to a $3,031,548 deficit at Dec. 31, 2004. NEXTMEDIA OPERATING: Moody's Rates New $100 Million Loan at B3 -------------------------------------------------------------- Moody's Investors Service assigned B1 ratings to NextMedia Operating, Inc.'s $50 million revolving credit facility and $240 million first lien term loan and a B3 rating to the company's new $100 million second lien term loan. Additionally, Moody's lowered the corporate family rating to B2. The outlook is stable. The proceeds from the transaction will be used to refinance the company's existing unrated $125 million revolving credit facility and $200 million of 10.75% senior subordinated notes, as well as, to finance the acquisition of KBAY-FM and KEZR-FM from Viacom for $80 million in cash. The downward revision to the corporate family rating reflects the increased debt burden as a result of the recently announced refinancing and acquisition (Moody's estimates pro forma leverage, as measured as total debt plus preferred-to-EBITDA, will be approximately 8 times at YE 2005, an increase from 6.6 times at YE 2004) coupled with our expectations that the company will only be able to modestly reduce leverage over time even with a successful integration of these two stations with its existing radio operations plus continued growth of the outdoor business. Moody's assigned these ratings: * a B1 rating to the new $50 million secured revolving credit facility; * a B1 rating to the new $240 million first lien term loan; and * a B3 rating to the new $100 million second lien term loan. Moody's lowered this rating: * Corporate Family rating to B2 from B1 Moody's intends to withdraw the B3 rating on the $200 million of outstanding 10.75% senior subordinated notes due 2011 upon completion of the expected tender offer. The rating outlook is stable. The ratings remain constrained by: * NextMedia's higher debt burden; * modest free cash flow generation; * aggressive acquisition strategy of consolidating smaller market radio and outdoor advertising assets; and * management's willingness to use debt to finance this strategy. As a result, NextMedia may experience integration challenges along with high financial leverage and thin interest coverage, while pursuing its growth strategy. The ratings benefit from: * the company's strong position within its markets (radio stations rank #1 or #2 in each of its 14 mid-sized markets) which provides some protection from advertising dollars shifting to other mediums (e.g. internet, satellite radio); * clustering approach of radio and outdoor assets that garner above average share of local advertising revenues (about 90% of total revenues); * limited competition in their markets; and * diversified revenue stream (no region contributes more than 12% of revenues). The ratings also reflect management's track record of successfully integrating past acquisitions and its ability to opportunistically utilize asset swaps and signal relocations to strengthen operating performance in new and existing markets. Further, the ratings are supported by the significant asset coverage of debt presented by its portfolio of radio and outdoor assets. Lastly, Moody's believes that there is greater growth potential for the outdoor advertising industry and, as such, the ratings benefit from the company's exposure to this segment. The stable outlook reflects Moody's expectation that the company's operations will experience modest improvement over the ratings horizon as NextMedia integrates its newly acquired radio stations. As such, Moody's expects leverage to remain high at about 7.6 times at FYE 2006. Moody's does not believe that NextMedia will experience positive ratings momentum over the near to intermediate term as a result of the incremental leverage taken on to finance this latest acquisition. If the company pursues any additional debt financed acquisitions which increases leverage above current levels, a negative outlook or ratings downgrade may be warranted. Pro forma for the financing and acquisition, Moody's estimates leverage will increase to about 8 times for the trailing twelve month period ending September 30, 2005. Additionally, cash coverage of interest (as measured as EBITDA-to-interest expense) is thin at about 2 times. The B1 rating on the secured first lien revolving credit facility and term loan are notched one level up from the corporate family rating reflecting the benefits of the collateral package, as lenders will have the senior-most position in the new debt capital structure with a first lien on substantially all of the assets and capital stock of the company's subsidiaries. Moody's expects that these securities would be amply covered on an enterprise basis even under a distressed scenario. The B3 rating on the second lien term loan is notched one level below the corporate family rating reflecting its second priority interest behind the first lien debt as the most junior position in the debt capital structure with the expected redemption of the 10.75% senior sub notes. While full recovery would be expected under any potential distressed scenario, coverage on an enterprise basis would be weaker. NextMedia, headquartered in Englewood, Colorado, is an operator of radio and outdoor advertising assets. NORCAL WASTE: S&P Changes Outlook to Stable from Positive --------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Norcal Waste Systems Inc. to stable from positive. The 'BB-' corporate credit rating was affirmed. Total debt outstanding, including capitalized leases, was about $171 million as of June 30, 2005. "The outlook revision reflects our view that Norcal Waste is likely to pursue growth-related investments over the intermediate term that could forestall management efforts to further improve its capital structure to a level consistent with higher ratings," said Standard & Poor's credit analyst Robyn Shapiro. Norcal recently increased the size of the company's revolving credit facility to $450 million from $250 million. This additional availability could be used to fund the company's growth and, as a result, progress in debt reduction and a consequent improvement to key credit protection measures is not as likely as anticipated earlier. The rating on Norcal Waste Systems Inc. reflects its significant geographic concentration and fairly heavy debt use, partially offset by its position as a well-established regional participant in the solid waste industry. San Francisco, Calif.-based Norcal provides integrated solid waste collection, recycling, and disposal services to approximately 640,000 residential, commercial, and industrial customers in about 60 cities and counties throughout California. The company has a leading market position in the state, but the business risk profile is weak because of high dependence on its San Francisco business, lack of diversity outside of California, and ownership of only four landfills. Stability of results is enhanced by near-exclusive, long-term franchise and other agreements that generate a majority of revenues. Norcal derives almost 50% of revenues from exclusive permits to collect solid waste in San Francisco. A 1932 ordinance providing this exclusivity can be repealed or amended only by local electorate, and such challenges were soundly defeated in 1993 and 1994. The ordinance also provides for rate adjustments. California regulation requires that each city recycle 50% of its waste. Norcal's state-of-the-art recycling facilities are expected to increase operating efficiency and profitability. In addition, the company has embarked on an innovative food-recycling program that it hopes to expand throughout the state. Management is committed to diversifying the business through geographical and service expansions as well as sustainable practices. The recent modernization of its fleet of trucks along with the construction of state-of-the-art collection and recycling centers should offset the negative effects of increased fuel costs on profitability. The ratings are supported by our expectations that the company will maintain credit measures at levels appropriate for the ratings. The outlook could be revised to negative if the company uses its considerable borrowing capacity to expand more aggressively than expected and credit measures stretch beyond levels considered appropriate for the current ratings. NORTEL NETWORKS: Names Mike S. Zafirovski as President & CEO ------------------------------------------------------------ Nortel Networks Corporation's (NYSE:NT) (TSX:NT) Board of Directors appointed Mike S. Zafirovski as president and chief executive officer. Mr. Zafirovski will succeed Bill Owens as president and CEO on November 15th, 2005. "Mike Zafirovski has the kind of proven, team-building leadership that has seen him create significant new value during his career in two of the world's most important global corporations," said Harry J. Pearce, chairman of the board, Nortel. "He's the right leader to build on the important work of Bill Owens - and take Nortel to the next level." Mr. Zafirovski, 51, has a 30-year career of leadership with two of the world's highest profile corporate innovators, General Electric and Motorola. From 1975 to 2000, Mr. Zafirovski served with General Electric in a succession of senior executive positions in a number of the company's key divisions: * president and CEO, GE Lighting; * president, GE Capital Mortgage Corporation; and * president and CEO, GE Capital Fleet Services. In 2000, Mr. Zafirovski joined Motorola, first as president and CEO of the Personal Communications Sector, and from 2002 to 2005, as president and chief operating officer of Motorola. Mr. Pearce saluted outgoing vice-chairman and CEO Bill Owens. "At a moment of great challenge and enormous need in the history of this company, the Board turned to one of its own, whose long career embodied the highest levels of trust, integrity and distinguished leadership," Mr. Pearce said. "We needed an experienced, steady hand and Bill delivered. On behalf of our Board, our employees, investors, partners and customers, we will be forever grateful." "Bill re-established stability within Nortel and credibility with all its stakeholders. He guided the company in becoming current in its financial reporting and maintained the loyalty of our customers. Mike can now build for the future on the strong foundation Bill Owens has given us," Pearce said. Mr. Owens added, "As Nortel has said over the past many months 'We are Playing to Win' and Mike's coming on board is a most important step along that path. His proven track record in the global telecom sector and the business world will serve this company, our shareholders and our customers extremely well. I'm proud to have him take the helm." Mr. Owens continued, "We are proud of and pleased with our achievements over the past 19 months. We are on a very stable, solid footing, with a rebuilt and strong senior management team, are back to regular financial reporting, and are growing business in some of the most important markets in the world. The employees, customers and partners of this great company are world class and I am deeply grateful for their support and dedication. At 65, I'm now pleased to turn over this company to a proven leader to drive our success over many years ahead." Mr. Zafirovski said, "I've had the privilege, through my career of working for organizations whose success was based on understanding and leveraging tremendous internal brainpower and human capital. And that's why I'm so excited about Nortel. I see those same characteristics at play. They're the foundation of Nortel's tradition of leadership and innovation, its global presence and its iconic status for technical excellence." "Bill is leaving a company uniquely positioned for the future that can capitalize on vital opportunities around the world. His dedication and results are both evident as well as significant, and I thank him for his support and contributions," continued Mr. Zafirovski. "Candidly, there are very few companies that combine Nortel's rich legacy of innovative leadership and customer base with its enviable position in the world's most important and fastest growing markets. I'm thrilled to have the opportunity to work with the global and dynamic team of men and women at Nortel." Mr. Zafirovski, a native of Macedonia, emigrated to the United States in 1969. He is married to Robin, and they have three sons. He is a director of The Boeing Corporation as well as a variety of philanthropic and educational institutions. Mr. Zafirovski has also been appointed president and CEO of Nortel Networks Limited, the Company's principal operating subsidiary, and a director to the Boards of the Company and NNL, effective November 15, 2005. Upon leaving Nortel, Bill Owens will continue his engagements around the world in serving on various boards, in promoting good governance, and will continue to pursue entrepreneurial endeavors as well as his philanthropic interests. Nortel Networks -- http://www.nortel.com/-- is a recognized leader in delivering communications capabilities that enhance the human experience, ignite and power global commerce, and secure and protect the world's most critical information. Serving both service provider and enterprise customers, Nortel delivers innovative technology solutions encompassing end-to-end broadband, Voice over IP, multimedia services and applications, and wireless broadband designed to help people solve the world's greatest challenges. Nortel does business in more than 150 countries. Nortel does business in more than 150 countries. * * * As reported in the Troubled Company Reporter on July 8, 2005, Moody's Investors Service confirmed the ratings of Nortel Networks Corporation (holding company) and Nortel Networks Limited (principal operating subsidiary and debt guarantor). The ratings confirmation concludes a ratings review for possible downgrade under effect since April 28, 2004. Moody's also assigned a new Speculative Grade Liquidity rating of SGL-3 to Nortel, reflecting adequate liquidity to fund debt maturities and other cash outflows over the next 12 months. The ratings outlook is negative. The ratings confirmed include: Nortel Networks Corporation: -- Senior Secured rating at B3 (guaranteed by Nortel Networks Limited) Nortel Networks Limited: -- Corporate Family Rating (formerly known as the Senior Implied rating) at B3 -- Senior Secured rating at B3 -- Issuer rating (senior unsecured) at Caa1 -- Preferred Stock rating at Caa3 Nortel Networks Capital Corporation: -- Senior Secured rating at B3 (guaranteed by Nortel Networks Limited). This new rating was assigned: -- Speculative Grade Liquidity rating of SGL-3. As reported in the Troubled Company Reporter on Jan. 31, 2005, Standard & Poor's Ratings Services affirmed its 'B-' credit rating on Nortel Networks Lease Pass-Through Trust certificates series 2001-1 and removed it from CreditWatch with negative implications, where it was placed Dec. 8, 2004. The affirmation was based on a valuation analysis of properties that provide security for the two notes that serve as collateral for the pass through trust certificates. The initial rating on the securities relied upon the ratings assigned to both Nortel Networks Ltd. and ZC Specialty Insurance Co. The Dec. 8, 2004, CreditWatch placement followed the Dec. 3, 2004 withdrawal of the rating assigned to ZC. OCEANTRADE CORP: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Oceantrade Corporation c/o Bulkamerica Corporation 137 Rowayton Avenue Rowayton, Connecticut 06853 Bankruptcy Case No.: 05-48253 Chapter 11 Petition Date: October 15, 2005 Court: Southern District of New York (Manhattan) Debtor's Counsel: Tracy L. Klestadt, Esq. Klestadt & Winters, LLP 292 Madison Avenue, 17th Floor New York, New York 10017-6314 Tel: (212) 972-3000 Fax: (212) 972-2245 Estimated Assets: $1 Million to $10 Million Estimated Debts: $10 Million to $50 Million A list of the Debtor's 20 largest unsecured creditors was not available at press time. ORGANIZED LIVING: Proposes Auction Procedures to Sell Trademarks ---------------------------------------------------------------- Organized Living, Inc., asks the U.S. Bankruptcy Court for the Southern District of Ohio to approve uniform auction and notice procedures in connection with the proposed sale of its trademark assets. The proposed sale of the trademark assets follows the liquidation of the Debtor's inventory and leasehold assets. The Debtor has retained The 363 Group, Inc., to liquidate its remaining intellectual property assets. Trademark Assets As reported in the Troubled Company Reporter, the trademark assets for sale include: -- OLI's registered trademarks, -- domain names, including http://www.organizedliving.com/and http://www.organized1.com/ -- software, -- graphic images, -- enterprise software licenses from Microsoft, and -- detailed sales history and transaction data. Information on the trademark assets is available through The 363 Group by contacting: Mark F. Thomann Phone: 312.834.0993 Fax: 312.834.1111 E-mail: mthomann@363group.com Web site: http://www.363group.com/ Bidding and Auction Procedures In order to solicit the highest and best bids for the trademarks, the Debtor will conduct a two-step auction process. Interested buyers must submit binding, sealed bids no later than 5:00 p.m. on Nov. 15, 2005, to: a) Debtor's Counsel: Squire, Sanders & Dempsey LLP Attention: Tim J. Robinson, Esq. 1300 Huntington Center 41 South High Street Columbus, Ohio 43215 b) Organized Living, Inc. Attention: Hal Hollingsworth 5150 E. Dublin-Granville Road Columbus, Ohio 43081 c) The 363 Group, Inc. Attention: Mark F. Thomann 141 West Jackson Blvd, Suite 3620 Chicago, Illinois 60604 d) Counsel for the Official Committee of Unsecured Creditors: Pachulski, Stang, Ziehl, Young, Jones & Weintraub Attention: Jeffrey N. Pomerantz, 10100 Santa Monica Blvd., 11th Fl. Los Angeles, CA 90067, - and - Frost Brown Todd LLC Attention: Ron Gold 2200 PNC Center 201 East Fifth Street Cincinnati, Ohio 45202 Bidders are required to make a good faith deposit equal to 10% of their bids. Deposits must be remitted to U.S. Bank, the escrow agent. All bid packages must include the following required documents: a) the template asset purchase agreement; b) a check for the deposit amount; c) adequate information regarding the bidder's financial capacity to close the proposed sale; and d) an executed escrow agreement. Only pre-qualified bidders can participate in the auction scheduled at 10:00 a.m. on Nov. 17, 2005, at the offices of Squire, Sanders & Dempsey LLP in Columbus, Ohio. A copy of the bidding and auction procedures is available for a fee at: http://www.researcharchives.com/bin/download?id=051018033327 Headquartered in Westerville, Ohio, Organized Living, Inc., -- http://www.organizedliving.com/-- is an innovative retailer of storage and organization products for the home and office with stores throughout the U.S. The Company filed for chapter 11 protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620). Tim Robinson, Esq., at Squire Sanders & Dempsey, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets and debts of $10 million to $50 million. OSE USA: Merging with Orient Semiconductor in Privatization Deal ---------------------------------------------------------------- OSE USA, Inc. (OTCBB: OSEE) reported its adoption of a Rule 13e-3 "going private" transaction pursuant to agreement with its principal shareholder Orient Semiconductor Electronics Limited (TSE: 2329). Pursuant to the terms of the agreement: (1) OSEE will merge with OSE Acquisition Corporation, a purpose-formed wholly owned Delaware subsidiary of Orient; (2) the surviving corporation will succeed to all of OSEE's assets and liabilities and will operate under a certificate of incorporation and bylaws substantially identical with those of OSEE and with the same directors and officers; (3) Orient's investment in OSEE Preferred Stock will be converted into the same investment in the surviving corporation; and (4) OSEE's common stock will be converted into the right to receive payment of cash consideration of $0.006 per share to be funded by Orient. The company expects the transaction to close during the fourth quarter of 2005. President Edmond Tseng stated: "The company was severely impacted by the economic downtown and retrenchment in the semiconductor industry which commenced before Orient Semiconductor Electronics made its initial investment in 1999. Despite our best efforts, the company's economic prospects have steadily declined and its outstanding debt to the parent company, coupled with increasing costs of compliance, has increased to levels that make the company's turnaround as a public company not a viable prospect. We therefore have searched for a way to create a liquidity opportunity for our stockholders, most of whom have experienced significant loss in value of their investment in a very limited market without even the ability to realize the tax benefit of a capital loss. We believe that the going private transaction is fair to all parties and will provide such an opportunity to all of our minority shareholders and shift the burden of the company's future prospects entirely to the parent company." OSE, Inc., serves as the exclusive North American distributor for OSE, a public Taiwanese company and the Company's principal stockholder. OSEI also serves as the exclusive North American distributor for the affiliated company OSE Philippines. OSEI derives its revenues exclusively from fees received on the sales of OSE's and OSEP's semiconductor assembly and test services to customers headquartered in North America. As of July 3, 2005, OSEI's balance sheet reflects a $46,503,000 stockholders' deficit compared to a $47,422,000 deficit at Dec. 31, 2004. PERSISTENCE CAPITAL: Bruinbilt Wants Rule 2004 Probe on Oct. 31 --------------------------------------------------------------- Bruinbilt, LLC, asks the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, for authority to examine Persistence Capital, LLC, pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. Bruinbilt became a creditor of Persistence as a result of an arbitration award in August 2005. The Arbitrator awarded $12.5 million to Bruinbilt after finding Persistence breached a contract and committed fraud. Bruinbilt wants to obtain documents and other information to determine what assets Persistence has to satisfy the $12.5 million award. Bruinbilt believes that Persistence made substantial transfers of assets for less than reasonably equivalent value, or made preferential payments that are subject to possible avoidance and recovery. Bruinbilt asks that the examination of Persistence Capital be held on Oct. 31, 2005, at 10:00 a.m. at the offices of Sheppard, Mullin, Richter & Hampton LLP located at 333 South Hope Street, 48th Floor in Los Angeles, California. Bruinbilt is represented by: Richard W. Brunette, Jr., Esq. Theresa L. Wardle, Esq. Sheppard, Mullin, Richter & Hampton LLP 333 South Hope Street, 48th Floor Los Angeles, California 90071-1448 Tel: 213-620-1780, Fax: 213-620-1398 Headquartered in Westlake Village, California, Persistence Capital LLC, filed for chapter 11 protection on Sept. 13, 2005 (Bankr. C.D. Calif. Case No. 05-16450). Lawrence R. Young, Esq., of Downey, Calif., represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $85,000,000 in assets and $28,602,241 in debts. PIMS NEW YORK: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: PIMS New York, Inc. 245 West 17th Street, 4th Floor New York, NY 10011 Bankruptcy Case No.: 05-47145 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- PIMS Chicago, Inc. 05-47221 Type of Business: The Debtor is the world's leading production and distribution service for PR and marketing professionals. See http://www.pimsinc.com Chapter 11 Petition Date: October 14, 2005 Court: Southern District of New York (Manhattan) Debtor's Counsel: Matthew J. Gold, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C. 551 Fifth Avenue New York, New York 10176 Tel: (212) 986-6000 Fax: (212) 986-8866 Estimated Assets Estimated Debts ---------------- --------------- PIMS New York, Inc. $500,000 to $1 Million to $1 Million $10 Million PIMS Chicago, Inc. $100,000 to $500,000 $1 Million to $10 Million A list of the Debtors' 20 Largest Unsecured Creditors was not available at press time. PLYMOUTH RUBBER: Gets Fourth Interim Order to Use Cash Collateral ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts entered a fourth interim order authorizing Plymouth Rubber Company, Inc., and its debtor-affiliate Brite-Line Technologies, Inc., to: a) continue using Cash Collateral securing repayment of pre- petition obligations to LaSalle Bank National Association, General Electric Capital Corporation, TD Banknorth N.A., CIT Group/Engineering Finance, Inc., and the Pension Benefit Guaranty Corporation; and b) provide adequate protection and grant mortgages, liens, security interests and superpriority claims to those Pre- Petition Lenders. The Court entered its fourth interim order on Oct. 5, 2005. Pre-Petition Debt & Use of Cash Collateral As previously reported in the Troubled Company Reporter on July 21, 2005, under various pre-petition Loan Agreements, the Debtors owe: Pre-Petition Lender Amount Owed: ------------------- ------------ LaSalle National $14,087,648 GE Capital 5,625,000 TD Banknorth 1,724,531 PBCG 5,700,000 (liability under the Debtors' Employee Pension Plan) ------------ $26,137,179 The Debtors continued access to the Cash Collateral securing repayment of those loans and the PBGC obligation is needed to minimize disruption of their businesses and operations, meet payroll and other operating expenses, obtain needed supplies and retain customer and supplier confidence by demonstrating ability to maintain normal operations. The Pre-Petition Lenders and the PCBG have consented to the Debtors' continued use of the Cash Collateral. The Debtors' fourth interim authority to use the Cash Collateral is in strict compliance with a thirteen-week Budget covering the period from Oct. 7 to Dec. 30, 2005. The Court orders that from Oct. 7 to Dec. 2, 2005, the Debtors may only use the Cash Collateral in an aggregate amount not to exceed $12,521,000 for the expenditures pursuant to that period in the Budget and under the terms of the Court's Fourth Interim Order. A copy of the two-page Budget is available for free at http://ResearchArchives.com/t/s?261 Adequate Protection As adequate protection against any diminution in value of the interests of the Pre-Petition Lenders and the PCBG in the Pre- Petition Collateral, those Lenders and the PCBG are granted replacement liens with the same respective validity, extent and priority that they have in the Pre-Petition Collateral as of the Petition Date. The Court will convene a hearing at 12:00 p.m., on Nov. 28, 2005, to consider the Debtors' request to use the Cash Collateral on a permanent basis. Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc., manufactures and distributes plastic and rubber products, including automotive tapes, insulating tapes, and other industrial tapes, mastics and films. Through its Brite-Line Technologies subsidiary, Plymouth manufactures and supplies highway marking products. The Company and its subsidiary filed for chapter 11 protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088 through 05-16089). Victor Bass, Esq., at Burns & Levinson LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they estimated $10 million to $50 million in assets and debts. PROXIM CORPORATION: Wants Until Jan. 9 to File Chapter 11 Plan -------------------------------------------------------------- Proxim Corporation, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for an extension of their time to file and solicit acceptances of a chapter 11 plan. The Debtors ask until January 9, 2006, to file a plan and until March 8, 2006, to solicit acceptances of that plan. After the sale closing of substantially all of the Debtors' assets on July 27, 2005, Proxim, the Official Committee of Unsecured Creditors, and the Warburg Group have engaged in settlement negotiations regarding the lenders allowed secured claim. As soon as a settlement is reached, the Debtors tell the Court they'll be in a position to propose a disclosure statement and plan. While waiting for the outcome of the settlement talks, the Debtors want to make sure that the status quo won't be disrupted by other parties filing their own chapter 11 plans. The Court will convene a hearing on November 18 to consider the Debtors' request. Headquartered in San Jose, California, Proxim Corporation -- http://www.proxim.com/-- designs and sells wireless networking equipment for Wi-Fi and broadband wireless networks. The Debtors provide wireless solutions for the mobile enterprise, security and surveillance, last mile access, voice and data backhaul, public hot spots, and metropolitan area networks. The Debtor along with its affiliates filed for chapter 11 protection on June 11, 2005 (Bankr. D. Del. Case No. 05-11639). When the Debtor filed for protection from its creditors, it listed $55,361,000 in assets and $101,807,000 in debts. QTC MANAGEMENT: S&P Assigns B Rating to Proposed $115 Mil. Loans ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating on QTC Management Inc., an outsourced provider of medical examinations related to disability claims. At the same time, we assigned our 'B' rating to the company's proposed $15 million first lien revolving credit facility due in 2011 and $100 million first lien term loan due in 2012. A recovery rating of '4' was assigned to the first lien senior secured facilities, indicating the expectation of a marginal recovery of principal in the event of payment default. The rating outlook is stable. Spectrum Equity is acquiring Diamond Bar, Calif.-based QTC Investors and will finance QTC with a $100 million senior secured first lien term loan, a $55 million senior secured second lien term loan, and a significant common equity investment from the sponsor. "The ratings on QTC reflect the company's narrow operating focus, its heavy reliance on three government agency customers, and its aggressive leverage. These factors are partially offset by the company's strong margins and liquidity, its scaleable business model, and its established position with several key government agencies," said Standard & Poor's credit analyst Arthur Wong. QTC conducts medical examinations on a fee-for-service basis on behalf of disability benefits providers. The $400 billion disability industry is about evenly split between government disability programs and private programs, which are mostly comprised of workers' compensation and long-term disability insurance carriers. Currently, QTC performs medical examinations under contract with 15 different government agencies and offices including the Department of Veterans Affairs, the Department of Labor, and the Social Security Administration, among others. The company's largest contract is with the VA, which represented a significant portion of revenues in 2004. This is indicative of the company's significant customer concentration risk. QUAY CORPORATION: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: The Quay Corporation, Inc. 7101 North Capital Drive Lincolnwood, Illinois 60712 Bankruptcy Case No.: 05-63146 Type of Business: The Debtor sells and manufactures dairy products. Chapter 11 Petition Date: October 18, 2005 Court: Northern District of Illinois (Chicago) Debtor's Counsel: David K Welch, Esq. Crane Heyman Simon Welch & Clar 135 S. Lasalle St., Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 Fax: (312) 641-7114 Total Assets: $1 Million to $10 Million Total Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Mexican Cheese Producers $1,480,000 1625 10th Street, Suite 205 Monroe, WI 53566 Quality Snack Foods, Inc. $212,128 404 S. Normal Ave. Chicago, IL 60609 Lifeway Food, Inc. $151,692 6431 W. Oakton Street Morton Grove, IL 60053 Great Lakes Milk Products, Inc. $125,999 3000 West North Avenue Melrose Park, IL 60160 Crave Bros. Farmstead Cheese $71,036 W11555 Torpy Road Waterloo, WI 53594 Reisner Packaging Inc. $66,666 339 W. River Road Building A, Suite B Elgin, IL 60123 Shefsky & Froelich $61,543 111 E. Wacker Dr., #2800 Chicago, IL 60601 Evans Food Products $52,172 4118 S. Halsted Street Chicago, IL 606092694 NT Logistics $49,582 5204 Tennyson Pkwy, #200 Plano, TX 75024 Wisconsin Cheese Group $40,102 36909 Treasury Center Chicago, IL 606946900 Torkelson's Prairie Hill $39,856 N398 Twin Grove Road Monroe, WI 53566 W & W Dairy, Inc. $27,695 c/o Dave W 405-18th Avenue Monroe, WI 53566 San Antonio Packing Company $27,216 1922 S. Laredo San Antonio, TX 78207 Productos Mama Lycha $25,656 4442 W. 12th Street Houston, TX 77055 Import & Export del Sur, Inc. $21,503 2532 W. Warren Blvd. Chicago, IL 60612 NICOR Gas $16,603 Attn: Paul C. Gracey, Jr., Esq. 1844 Ferry Rd. Naperville, IL 60563 El Carmen Imports $15,130 1620 N. Kolamr Ave Chicago, IL 60639 ChevronTexaco Corporation $14,121 6001 Bollinger Canyon Rd. San Ramon, CA 94583 Preferred Transit, Inc. $12,803 P.O. Box 199 Monroe, WI 53566 PhilMart Transportation $10,978 P.O. Box 157 31 Harrison Street Braselton, GA 30517 REFCO INC: Files for Chapter 11 Protection in S.D. New York ----------------------------------------------------------- Refco, Inc., and 23 of its affiliates filed voluntary chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of New York on Oct. 17, 2005, just as the new bankruptcy law took effect. The bankruptcy filing, which is the country's fourth largest bankruptcy, came less than a week after the Company's Chairman and Chief Executive Officer Phillip R. Bennett was arrested and charged with securities fraud due to an undisclosed $430 million debt owed by an entity controlled by Mr. Bennett. Mr. Bennett was later fired from the Company following an indefinite leave. None of Refco's regulated subsidiaries, including the futures brokerage business conducted through Refco LLC, Refco Overseas Ltd. and Refco Singapore Ltd, and the registered broker dealer Refco Securities LLC have filed for bankruptcy protection. Refco expects that the Bankruptcy Court will enter an order establishing procedures for submission of competing proposals in due course. Asset Sale The Company entered into a memorandum of understanding with a group of investors led by J.C. Flowers & Co. LLC for the sale of the Company's futures brokerage business conducted through Refco LLC, Refco Overseas Ltd., Refco Singapore Ltd. and certain related subsidiaries and other assets. The investor group includes entities associated with J.C. Flowers & Co. LLC, The Enstar Group, Inc., Silver Point Capital, MatlinPatterson Global Advisers LLC, and Texas Pacific Group. The Company expects to execute definitive agreements shortly, although there can be no assurance that any definitive agreement ultimately will be reached or that a sale ultimately will be consummated. The proposed purchase price of $768 million equals 103% of the net capital of the acquired businesses. Refco will also have the option to retain up to 20% of the equity value of the entities being sold. Mark Winkelman will serve as Chairman of Refco LLC, and Jacob Goldfield will serve as Vice Chairman. Mr. Winkelman was formerly head of J. Aron & Co. and co-head of the Goldman Sachs fixed income division. "We believe that Refco has a tremendously bright future ahead of it," Mr. Winkelman said. "Refco's unique platform offers clients a compelling value proposition, and we are providing Refco with a stable and well-capitalized shareholder base that will permit it to continue providing superior service to clients. We expect to close this transaction as soon as possible and we will begin our partnership with Refco employees immediately." Greenhill & Co. LLC will continue as the Company's financial advisor. In accordance with the terms of its engagement, the services of Goldman, Sachs & Co., terminated on Oct. 17, 2005. The Company has retained Arthur Levitt, formerly Chairman of the Securities and Exchange Commission and Chairman of the American Stock Exchange, and Eugene A. Ludwig, formerly U.S. Comptroller of the Currency, and currently Chief Executive Officer of Promontory Financial Group LLC, and Promontory Financial Group LLC as special advisors to its board of directors. About J.C. Flowers & Co. LLC J.C. Flowers & Co. LLC is an investment firm specializing in financial services. About The Enstar Group The Enstar Group (Nasdaq: ESGR) is a publicly traded company engaged in the operation of several businesses in the financial services industry, including Castlewood Ltd., Bermuda. Mr. Flowers is the largest shareholder of Enstar. About Silver Point Capital Silver Point Capital specializes in credit analysis and diversified credit-related investments. About MatlinPatterson Global Advisors LLC MatlinPatterson is a private equity firm specializing in control investments in distressed situations on a global basis. About Texas Pacific Group (TPG) Texas Pacific Group is a global private equity firm investing in businesses across a range of industries. About Refco Inc. Headquartered in New York, New York, Refco Inc. (NYSE: RFX) -- http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London and Singapore. In addition to its futures brokerage activities, Refco is a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco is one of the largest global clearing firms for derivatives. The Company and 23 of its affiliates filed for chapter 11 protection on Oct. 17, 2005. J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. As of Feb. 28, 2005, Refco Inc. and its debtor-affiliates listed $48,765,349,000 in total assets and $48,599,748,000 in total liabilities. As of May 31, 2005, Refco Group Ltd., LLC, and its subsidiaries listed $74,319,691,000 in total assets and $74,108,158,000 in total debts. REFCO INC: Case Summary & 50 Largest Unsecured Creditors -------------------------------------------------------- Lead Debtor: Refco Inc. One World Financial Center 200 Liberty Street, Tower A New York, New York 10281 Bankruptcy Case No.: 05- Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Bersec International LLC 05- Kroeck & Associates, LLC 05- Marshall Metals LLC 05- New Refco Group Ltd., LLC 05- Refco Administration LLC 05- Refco Capital LLC 05- Refco Capital Holdings LLC 05- Refco Capital Management LLC 05- Refco Capital Markets, LTD 05- Refco Capital Trading LLC 05- Refco Finance Inc. 05- Refco Financial LLC 05- Refco Fixed Assets Management LLC 05- Refco F/X Associates LLC 05- Refco Global Capital Management LLC 05- Refco Global Finance Ltd. 05- Refco Global Futures LLC 05- Refco Global Holdings LLC 05- Refco Group Ltd., LLC 05- Refco Information Services LLC 05- Refco Mortgage Securities, LLC 05- Refco Regulated Companies LLC 05- Type of Business: The Debtors constitute a diversified financial services organization with operations in 14 countries and a global institutional and retail client base. Refco Inc.'s worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London, Paris and Singapore. In addition to its futures brokerage activities, Refco Inc. and its affiliates are major brokers of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Chapter 11 Petition Date: October 17, 2005 Court: Southern District of New York Debtors' Counsel: J. Gregory Milmoe, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Tel: (212) 735-3000 Fax: (212) 735-2000 Refco Inc. and its affiliates reported to the Bankruptcy Court that as of February 28, 2005, their financial condition was: Total Assets: $48,765,349,000 Total Debts: $48,599,748,000 In a filing with the Securities and Exchange Commission, Refco Group Ltd., LLC, and its subsidiaries disclosed that their consolidated balance sheet as of May 31, 2005, reflects: Total Assets: $74,319,691,000 Total Debts: $74,108,158,000 Debtors' Consolidated List of 50 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Bawag International Finance $451,158,506 BAWAG P.S.K. Bank fur Arbeit und Wirtschaft und Osterreichische Postsparkasse Aktiengesellschaft Sietzergasse 2-4 A-1010 Vienna, Austria P: +43/1/534 53/3 12 10 F: +43/1/534 53/ 2284 Wells Fargo $390,000,000 Corporate Trust Services Mac N9303-120 Sixth & Marquette Minneapolis, MN 55497 P: 612-3 16-47727 Attn: Julie J. Becker VR Global Partners, LP $380,149,056 Avora Business Park 77 SADOVNICHESKAYA NAB. BLDG. 1 Moscow, Russia 115035 Rogers Raw Materials Fund $287,436,182 C/O Beeland Management 141 West Jackson Blvd., Suite 1340 Chicago, IL 60604 P: (312) 264-4375 Bancafe International Bank Ltd $176,006,738 Carrera 11 82-76 Segundo 2 Bogota, Colombia P: 636-4349 - and - Bancafe International Bank Ltd 801 Brickell Ave. Ph1 Miami, FL 33131 P: 305-372-9909 F: 305-372-1797 Markwood Investments $110,056,725 Via Lovanio #19 00198 Rome, Italy Capital Management Select Fund $109,009,282 Lynford Manor, Lynford Cay Nassau, Bahamas Leuthold Funds Inc $107,264,868 Leuthold Industrial Metals, LP 100 North 6th Street Suite 412A Minneapolis, MN 55403 P: 612-332-9141 F: 612-332-0797 Attn: David Cragg Rietumu Banka $100,860,048 JSC Rietumu Banka Reg. No. 40003074497 VAT No. LV40003074497 54 Brivibas str Riga, LV-1011 LATVIA P: +371-7025555 F: +371-7025588 Cosmorex Ltd $91,393,820 CP 8057 28080 Madrid, Spain P: +34-607-745-555 F: +34-667-706-622 BCO Hipotecario Inv. Turistic $85,807,030 (Fidelicomiso Federal Forex Invest) Av Venezuela Torre Cremerca, Piso 2 Ofici B2 El Rosal Caracas, VENEZUELA VR ARGENTINA RECOVERY FUND $77,710,311 Avrora Business Park 77 Sadovnicheskayanab BLDG 1 Moscow, 115035 Russia Rogers International Raw Materials $75,213,814 c/o Beeland Management 141 West Jackson Blvd., Ste. 1340 Chicago IL 60604 P: (312) 264-4375 Creative Finance Limited $65,111,071 Marcy Building, Purcell Estate P.O. Box 2416 Road Town, British Virgin Islands Cargill $67,000,000 PO Box 9300 Minneapolis, MN 55440-9300 P: (952) 742-7575 F: (952) 742-7393 JWH Global Trust $50,576,912 c/o Refco Commodity Management Inc. One World Financial Center 200 West Liberty St., 22nd Floor New York, NY 10281 RB Securities Limited $50,661,064 54 Brivibas Street LV-1011 Riga, Lativa P: + 371 702-52-84 F: + 371 702-52-26 PREMIER TRUST CUSTODY $49,365,415 ABRAHAM DE VEERSTRAAT 7-A CURACAO, NETHERLANDS ANTILLES London & Amsterdam Trust Company $47,560,980 PO Box 10459 APO 3rd Floor Century Yard Cricket Square, Elgin Ave. Grand Cayman, Cayman Island Stilton International Holdings Trident Chambers, Wickhams Cay P.O. Box 146 Road Town, British Virgin Islands $46,820,415 Refco Advantage Multi-Manager Fund Futures Series $41,713,723 c/o Refco Alternative Investments Group One World Financial Center 200 West Liberty St., 22nd Floor New York, NY 10281 Banesco Ny Banesco Banco Universal C.A. $39,596,609 Av Urdaneta, Esquina El Chorre, Torre Untbanca Caracas Venezuela Josefina Franco Sillier $32,862,419 Carretera Mexico-Toluca No. 4000 Col. Cuajimalpa D.R. 0500 Mexico Rovida $32,831,461 London & Amsterdam Trust Company PO Box 10459 APO 3rd Floor Century Yard, Cricket Sq. Caja S.A. $30,950,115 Sarmiento 299 1 Subsuelo (1353) Buenos Aires, Argentina P: (54 11) 4317-8900 F: (54 11) 4317-8909 Global Management Worldwide $28,976,612 Trident Corp. Service Floor 1 Kings Court Bay St. PO Box 3944 Nassau, Bahamas Abadi & Co. Securities $28,046,904 375 Park Avenue, Suite 3301 New York, NY 10152 P: (212) 319 -4135 Refco Winton Diversified Futures Fund $27,226,697 c/o Refco Global Finance One World Financial Center 200 West Liberty Street, 22nd Floor New York, NY 10281 Pioneer Futures, Inc. $25,932,000 One North End Ave., Suite 1251 New York, NY 10282 Daichi Commodities CO., LTD. $24,894,833 10-10 Shinsen Cho, Shibuya-Ku Tokyo, I5O-0045 JAPAN GS Jenkins Portfolio LLC. $24,631,959 c/o Refco Capital Markets One World Financial Center 200 West Liberty Street, 22nd Floor New York, NY 10281 Winchester Preservation $23,349,765 c/o Joseph D, Freney Christiana Bank & Trust Co. 3801 Kennett Pike, Suite 200 Greenville, DE 19807 BANCO AGRI BANCO AGRICOLA (PANAMA) S.A. $22,314,386 EDIFICIO GLOBAL BANK #17, LOCAL F, CALLE 50 PANAMA, PA - and - BANCO AGRICOLA, S.A. 1RA. CAKKE PTE. Y 67 AV. NORTE FINAL BLVD CONSTITUCION #100 SAN SALVADOR, ES Peak Partners Offshore Master Fund Limited $22,205,344 PO Box 2199 GT Grand Pavilion Commercial Center 802 West Bay Road Grand Cayman, Cayman Islands Arbat Equity Arbitrage Fund $19,106,989 Trident Corporate Services 1st Floor Kings Court Bay Street P.O. Box N3944 Nassau, Bahamas Renaissance Securities (Cyprus) Ltd. $17,820,709 2-4 Arch Makarios 111 Avenue Capital Center, 9th Floor 1505 Nicosia Cyprus AQR Absolute Return $17,482,100 c/o Caledonian Bank & Trust LTD PO Box 1043 GT Caledonian House Grand Cayman, Cayman Islands Geshoa Fund $17,319,494 CORPORATE CENTER WEST BAY ROAD PO BOX 31106 SMB GRAND CAYMAN RK Consulting $14,074,345 7, Kountouriotou Street 14563 Kifissia Greece VR Capital Group Ltd. $13,690,549 AVRORA BUSINESS PARK CALENDONIAN HOUSE MARY STREET NAB 77 BLDG 1 MOSCOW RUSSIA 115035 P: +358 600 41 902 GTC Bank, INC. $12,971,439 CALLE 55 ESTE TORRE WORLD TRADE CENTER PISO 7 PANAMA GUATEMALA P: (507) 265-7371 F: (507) 265-7396 Inversiones Concambi $12,799,137 C/O AEROCAV 1029 P.O. BOX 02-5304 MIAMI, PL 33102 Miura Financial Services $12,150,213 AV. FRANCISCO DE MIRANDA TORRE LA PRIMERA PISO 3 CARACAS VENEZUELA NKB Investments LTD $11,699,430 199 ARCH MAKARIOS AVE 196 Makarios III Avenue Ariel Corner 3rd Floor Office 301 3030 Limassol CYPRUS Tokyo Forex Financial Inc $11,689,354 Shinjyuku Oak Tower, 35th Floor 6-8-1 Nishishinjyuku Shinjyuku-Ku, Tokyo JAPAN Birmingham Merchant S.A. $11,215,413 AV. ARGENTINA 4793 PISO 3 CALLAO PERU BAC International $10,906,506 CALLE 43 QNQUILLO DE LAGUAR PANAMA P: (507) 265-8289 F: 507-205-4031 Total Bank $10,657,732 CALLE GUAICAIPURO ENTRE AV.PRINCIPALDE IAS MERCEDES TORRE ALIANZA PISO 9 EL ROSAL, CAACAS, VENEZUELA P: (0212) 264.72.54/49.42 F: (0212) 266.58.12 Reserve Invest (Cypress) Limited $10,499,733 MAXIMOS PLAZA 3301 BLOCK 3 3035 LIMASSOL CYPRUS Refco Commodity Futures Fund $10,166,045 c/o Refco Alternative Investments Group One World Financial Center 200 Liberty Street, 22nd Floor New York, New York 10281 P: 877 538 8820 F: 877 229 0005 RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on Two Cert. Classes ---------------------------------------------------------------- Fitch Ratings has taken rating actions on these Residential Asset Mortgage Products, Inc. issues: RAMP series 2001-RM2 Group I: -- Class A-I affirmed at 'AAA'; -- Class AP-I affirmed at 'AAA'; -- Class AV-I affirmed at 'AAA'; -- Class M-I-1 affirmed at 'AAA'; -- Class M-I-2 affirmed at 'AA-'; -- Class M-I-3 affirmed at 'BBB'; -- Class B-I-1 downgraded to 'B' from 'BB'; -- Class B-I-2 downgraded to 'CC' from 'B'. RAMP series 2001-RM2 Group II: -- Class A-II affirmed at 'AAA'; -- Class M-II-1 upgraded to 'AAA' from 'AA+'; -- Class M-II-2 upgraded to 'AA' from 'A+'; -- Class M-II-3 upgraded to 'A' from 'BBB+'; -- Class B-II-1 affirmed at 'BB'; -- Class B-II-2 affirmed at 'B'. The affirmations of nine of the above classes reflect credit enhancement consistent with future loss expectations and affect approximately $34 million of outstanding certificates. The upgrades of three of the above classes taken are a result of increased credit support available for these bonds and affect about $2 million of outstanding certificates. The downgrades of the remaining two classes are taken as a result of deterioration in credit enhancement and affect about $875,000 of outstanding certificates. The mortgage pool consists of fixed-rate and adjustable-rate loans extended to subprime borrowers secured by first liens on one- to four-family residential properties. The pool factor -- current principal balance as a percentage of original balance -- currently stands at 22.47%. As of the Sept. 26, 2005 distribution date, classes B-I-1 & B-I-2 of RAMP series 2001-RM2 Group I had only $495,890 and $126,249 remaining in credit support, respectively. The non-rated class B- I-3 has taken principal write downs amounting to approximately $797,556 to date. The average principal write down for the past three months was $33,512. The downgrades of the B-I-1 and the B- I-2 bonds reflect the likelihood of class B-I-3 being fully written down in as little as six months at which time the class B- I-2 will begin taking principal write downs. The three upgraded classes benefit from credit enhancement approximately three times the original levels. Further information regarding current delinquency, loss, and credit enhancement statistics is available on the Fitch web site at http://www.fitchratings.com/ RIDDICK L. BOWE: Case Summary & 15 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Riddick L. Bowe, 1st a/k/a Riddick Bowe a/k/a Riddick L. Bowe 714 Amer Drive Fort Washington, Maryland 20744 Bankruptcy Case No.: 05-41735 Type of Business: Professional boxer and former heavyweight champion of the world. Chapter 11 Petition Date: October 15, 2005 Court: District of Maryland (Greenbelt) Judge: Paul Mannes Debtor's Counsel: Stephen B. Gerald, Esq. Whiteford, Taylor & Preston 7 St. Paul Street, Suite 1400 Baltimore, Maryland 21202 Tel: (410) 347-8700 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 15 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Commerce Funding Corporation $3,000,000 1945 Old Gallows Road, Suite 205 Vienna, VA 22182 Fremont Investment & Loan $705,000 P.O. Box 25100 Santa Ana, CA 92799-5100 Hall, Booth, Smith & Slover PC $50,000 611 Commerce Street The Tower, Suite 2925 Nashville, TN 37203 Sandground New & Lowinger PC $18,358 Prince George's County MD $5,411 MassMutual Financial Group $3,600 State Farm Insurance Companies $3,095 Allstate Insurance Company $2,085 State Farm Fire and Casualty Company $1,373 GWU-Medical Faculty Associates $523 Sprint $353 Washington Suburban Sanitary Commission $104 Wachovia Bank $79 Peterson Neurology PC $25 Davidson Clinic $12 ROBEWORKS INC: Exits Bankruptcy Protection with Parent Company -------------------------------------------------------------- Vencor International (OTC: VNCO) and its subsidiary RobeWorks, Inc., has emerged from chapter 11 and had its filing dismissed. Concurrently, the company has secured and signed a contract with a large financial institution, providing the necessary working capital needed for manufacturing and production of all outstanding orders, exceeding $1.2 million. These orders are from renowned international corporations including The Four Seasons, The Ritz, Hyatt Hotels, Restoration Inc., and other prestigious international clients. Vencor's Operations Coordinator, Ben Armijo, stated, "This is the first major breakthrough enabling Vencor to fulfill and deliver significant purchase orders, which will lead to greater sales and profitability." Additionally, Vencor International retained the investment banking and financial advisory firm, Ventura Partners, to assist and support the company in procuring all the necessary requirements for proper capitalization and financial stability. This will allow Vencor to continue its mission and implement its business model. Headquartered in Los Angeles, California, Vencor International's subsidiary, Robeworks Inc. -- http://www.robeworks.com/-- designs and manufactures luxurious bathrobes specifically for the luxury hotel and spa markets. Robeworks filed for chapter 11 protection on Aug. 24, 2005 (Bankr. C.D. Calif. Case No. 05-29275). On Aug. 25, 2005, Vencor filed its own voluntary chapter 11 petition (Bankr. C.D. Calif. Case No. 05-29524). Robert B. Shanner, Esq., at Shanner & Shanner, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they estimated between $1 million to $10 million in assets and debts. ROBOTIC VISION: Court Approves Asset Sale to Siemens for $23 Mil. ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Hampshire put its stamp of approval on an Asset Purchase and Sale Agreement between Acuity CiMatrix, Inc., f/k/a Robotic Vision Systems, Inc., and Siemens Energy and Automation, Inc. The agreement calls for the sale of substantially all of Acuity CiMatrix's operating assets, including machinery and equipment, inventory, intellectual property, and certain leases and contracts, for $23 million in cash, subject to certain price adjustments based on the level of accounts receivable, accounts payable and current inventory at closing, the amounts required to cure any defaults in executory contracts being assigned, and other potential adjustments. A full-text copy of the Asset Purchase Agreement is available for free at http://ResearchArchives.com/t/s?14c Headquartered in Nashua, New Hampshire, Robotic Vision Systems, Inc., n/k/a Acuity Cimatrix, Inc. -- http://www.rvsi.com/-- designs, manufactures and markets machine vision, automatic identification and related products for the semiconductor capital equipment, electronics, automotive, aerospace, pharmaceutical and other industries. The Company, together with its debtor- affiliate, filed for chapter 11 protection on Nov. 19, 2004 (Bankr. D. N.H. Case No. 04-14151). Bruce A. Harwood, Esq., at Sheehan, Phinney, Bass + Green represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $43,046,000 in total assets and $51,338,000 in total debts. ROGER BEECHAM: Case Summary & 39 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Roger Thomas Beecham 8525 Kearney Road Downers Grove, Illinois 60516 Bankruptcy Case No.: 05-54525 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Joseph William Giffune, Jr. 05-54583 Thomas H. McDonald 05-54684 Type of Business: The Debtors are all affiliates of JII Liquidating, Inc., f/k/a Jernberg Industries, Inc., which filed for chapter 11 protection on June 29, 2005 (Bankr. N.D. Ill. Case No. 05-25909)(Squires, J.). Chapter 11 Petition Date: October 14, 2005 Court: Northern District of Illinois (Chicago) Judge: John H. Squires Debtors' Counsel: Steven B Towbin, Esq. Shaw, Gussis, Fishman, Glantz, Wolfson & Towbin LLC 321 North Clark Street, Suite 800 Chicago, Illinois 60610 Tel: (312) 276-1333 Fax: (312) 275-0569 Estimated Assets Estimated Debts ---------------- --------------- Roger Thomas Beecham $1 Million to $10 Million to $10 Million $50 Million Joseph William Giffune, Jr. $100,000 to $1 Million to $500,000 $10 Million Thomas H. McDonald Less than $50,000 $1 Million to $10 Million A. Roger Thomas Beecham's 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ First National Bank of Ottawa Guaranty of loan $1,558,000 Attn: Mark Stoudt To Paradise Motor 701 LaSalle Street Group Ottawa, IL 61350 Internal Revenue Service 2005 income taxes $1,400,000 Mail Stop 5010 CHI 230 South Dearborn Street Chicago, IL 60604 LaSalle Bank, N.A Guaranty of loan $1,200,000 Attn: John M. Schuessler To Jernberg 135 South LaSalle Street Industries Suite 2150 Chicago, IL 60603 Jernberg Holdings, Inc. Shareholder loan $1,092,500 Attn: Steven Mellos due to Jernberg 328 West 40th Place Industries, Inc. Chicago, IL 60609 Founders Bank Guaranty of loan $795,000 6825 West 111th Street To Paradise Motor Attn: Mark Fecht Group Worth, IL 60482 LaSalle Bank, N.A. Guaranty of loan $500,000 Attn: John M. Schuessler To Iron Mountain 135 S. LaSalle St., Suite 2150 Industries Chicago, IL 60603 LaSalle Bank, N.A. Guaranty of loan $400,000 Attn: J.C. Thurston To Paradise Motor 8617 Innovation Way Group Chicago, IL 60682 Mannheim Auto Finance Service Guaranty of loan $335,000 Attn: Donna Fletcher To Paradise Motor 20401 Cox Avenue Group Matteson, IL 60443 LaSalle Bank, N.A. Guaranty of loan $300,000 Attn: Manager, RE Administration To JII Real 135 South LaSalle Street Estate, Inc. Suite 1225 Chicago, IL 60603 Illinois Department of Revenue 2005 income taxes Unknown 100 West Randolph Bankruptcy Section L425 Chicago, IL 60602 RBS Lombard, Inc. Guaranty of capital Unknown 222 South Riverside Plaza lease to Jernberg 15th Floor Industries Chicago, IL 60606 B. Joseph William Giffune, Jr.'s 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ First National Bank of Ottawa Guaranty of loan $1,558,000 Attn: Mark Stoudt To Paradise Motor 701 LaSalle Street Group Ottawa, IL 61350 Internal Revenue Service 2005 income taxes $1,400,000 Mail Stop 5010 CHI 230 South Dearborn Street Chicago, IL 60604 LaSalle Bank, N.A. Guaranty of loan $1,200,000 Attn: John M. Schuessler To Jernberg 135 South LaSalle, Suite 2150 Industries Chicago, IL 60603 Founders Bank Guranty of loan $795,000 Attn: Mark Fecht To Paradise Motor 6825 West 111th Street Group Worth, IL 60482 Midwest Bank & Trust Co. Guaranty of loan $750,000 Loan Processing Center To Roger Thomas 501 North Avenue Beecham Melrose Park, IL 60160-1603 LaSalle Bank, N.A. Guaranty of loan $500,000 Attn: John M. Schuessler To Iron Mountain 135 South LaSalle, Suite 2150 Industries Chicago, IL 60603 Jernberg Holdings, Inc. Shareholder loan $486,827 Attn: Steven Mellos due to Jernberg 328 West 40th Place Industries, Inc. Chicago, IL 60609 LaSalle Bank, N.A. Guaranty of loan $400,000 Attn: J.C. Thurston To Paradise Motor 8617 Innovation Way Group Chicago, IL 60682 Mannheim Auto Finance Service Guaranty of loan $335,000 Attn: Donna Fletcher To Paradise Motor 20401 Cox Avenue Group Matteson, IL 60443 LaSalle Bank, N.A. Guaranty of loan $300,000 Attn: Manager, Real Estate To JII Real Administration Estate, Inc. 135 South LaSalle, Suite 1225 Chicago, IL 60603 LaSalle Bank, NA Cosigned mortgage $300,000 135 South LaSalle Street loan to Chicago, IL 60603 Kathleen Giffune LaSalle Bank, NA Cosigned mortgage $250,000 135 South LaSalle Street loan to Chicago, IL 60603 Kathleen Giffune ABN AMRO Mortgage Group, Inc. Cosigned mortgage $150,000 320 East Big Beaver loan to Troy, MI 48083 Kathleen Giffune Illinois Department of Revenue 2005 income taxes Unknown 100 West Randolph Bankruptcy Section L425 Chicago, IL 60602 RBS Lombard, Inc. Guaranty of capital Unknown 222 South Riverside Plaza lease to Jernberg 15th Floor Industries Chicago, IL 60606 C. Thomas H. McDonald's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ First National Bank of Ottawa Guaranty of loan $1,558,000 Attn: Mark Stoudt To Paradise Motor 701 LaSalle Street Group Ottawa, IL 61350 LaSalle Bank, N.A. Guaranty of loan $900,000 Attn: John M. Schuessler To Jernberg 135 S. LaSalle St., Suite 2150 Industries Chicago, IL 60603 Founders Bank Guranty of loan $795,000 Attn: Mark Fecht To Paradise Motor 6825 West 111th Street Group Worth, IL 60482 Midwest Bank & Trust Co. Guaranty of loan $750,000 Loan Processing Center To Roger Thomas 501 North Avenue Beecham Melrose Park, IL 60160-1603 Internal Revenue Service 2005 income taxes $700,000 Mail Stop 5010 CHI 230 South Dearborn Street Chicago, IL 60604 LaSalle Bank, N.A. Guaranty of loan $500,000 Attn: John M. Schuessler To Iron Mountain 135 S. LaSalle St., Suite 2150 Industries Chicago, IL 60603 LaSalle Bank, N.A. Guaranty of loan $400,000 Attn: J.C. Thurston To Paradise Motor 8617 Innovation Way Group Chicago, IL 60682 Lombard US Equipment Guaranty of $375,000 Finance Corp. equipment lease 222 South Riverside Plaza To Jernberg 15th Floor Industries and Chicago, IL 60606 Jernberg Sales Jernberg Holdings, Inc. Shareholder loan $337,500 Attn: Steven Mellos due to Jernberg 328 West 40th Place Industries, Inc. Chicago, IL 60609 Mannheim Auto Finance Service Guaranty of loan $335,000 Attn: Donna Fletcher To Paradise Motor 20401 Cox Avenue Group Matteson, IL 60443 LaSalle Bank, N.A. Guaranty of loan $300,000 Attn: Manager, Real Estate To JII Real Administration Estate, Inc. 135 S. LaSalle St., Suite 1225 Chicago, IL 60603 Illinois Department of Revenue 2005 income taxes Unknown 100 West Randolph Bankruptcy Section L425 Chicago, IL 60602 RBS Lombard, Inc. Guaranty of capital Unknown 222 South Riverside Plaza lease to Jernberg 15th Floor Industries Chicago, IL 60606 SAINT VINCENTS: Wants Excl. Plan Filing Period Extended to March 2 ----------------------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to extend, until March 2, 2006, the time within which they have the exclusive right to file a Plan of Reorganization. The Debtors also ask the Bankruptcy Court to extend, until May 1, 2006, their period to solicit acceptances of that Plan. John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New York, explains that the sheer size of the Debtors makes formulating a plan of reorganization an exceedingly intricate and lengthy process. This process is made all the more difficult by the complexity of the Debtors' financial obligations. Since the Petition Date, the Debtors and their professionals have devoted their time to the critical tasks of stabilizing their business operations and obtaining financing to address their liquidity needs. The Debtors, their management, and their professionals have also attended to myriad complex matters inherent in any large Chapter 11 case, including numerous requests to lift the automatic stay, asset sale issues, negotiations with creditor constituencies and vendors, and developing a business plan. In addition, because the Debtors are not-for-profit debtors, they are required not only to address the concerns of their creditors, but also the concerns of the patients and communities they serve. Every decision made in the Debtors' cases must not only be vetted and negotiated with the Debtors' traditional creditor constituencies, but must also be considered in light of its probable impact on these important parties-in-interest. This fact necessarily increases the complexity of the cases and the length of time required to formulate a plan of reorganization, Mr. Rapisardi tells the Court. Moreover, the Debtors' status as healthcare providers further limits their ability to move quickly toward formulating a plan of reorganization. The Debtors are subject to a host of regulatory and licensing requirements that often require them to obtain approval for their major business decisions. The Debtors have obtained postpetition financing to ensure continued operations, and have already taken significant steps toward securing their financial future, Mr. Rapisardi recounts. Currently, four separate potential lenders are actively bidding and negotiating with the Debtors to provide a permanent postpetition financing solution. The Debtors are also analyzing their assets and determining the core assets around which to reorganize. As of October 7, 2005, the Debtors have taken important steps toward negotiating a plan of reorganization with the many constituencies involved in their cases. Notably, the Debtors made a presentation of their business plan to the Creditors' Committee and other creditor groups on September 15, 2005. This business plan will serve as the basis for future dialogue and negotiation with their creditors, unions, and other constituencies over a plan of reorganization, Mr. Rapisardi notes. The Debtors and their counsel have been in constant contact with the Creditors' Committee and its professionals, as well as with professionals for the major secured creditors and labor unions. Through this dialogue the Debtors and their counsel are seeking to build consensus, thereby achieving a consensual plan of reorganization in an expeditious and efficient manner. The extension will permit management to develop and implement a viable long-term business plan and allow the Creditors' Committee and other parties-in-interest to evaluate that plan, Mr. Rapisardi maintains. Mr. Rapisardi informs Judge Beatty that the Official Committee of Unsecured Creditors has agreed not to object to the extension of the Exclusive Periods. Headquartered in New York, New York, Saint Vincents Catholic Medical Centers of New York -- http://www.svcmc.org/-- the largest Catholic healthcare providers in New York State, operate hospitals, health centers, nursing homes and a home health agency. The hospital group consists of seven hospitals located throughout Brooklyn, Queens, Manhattan, and Staten Island, along with four nursing homes and a home health care agency. The Company and six of its affiliates filed for chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). Gary Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, represent the Debtors in their restructuring efforts. As of Apr. 30, 2005, the Debtors listed $972 million in total assets and $1 billion in total debts. (Saint Vincent Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000) SAINT VINCENTS: Wants to Create Subsidiary Under OMH Contract ------------------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for authority to incorporate a wholly controlled, not-for-profit corporation that will accept funds from the New York State Office of Mental Health pursuant to Section 363(b) of the Bankruptcy Code. The Debtors will use the funds to fully finance the purchase and renovation of a property located at 78 Fort Place, in Staten Island, New York. The property will be used as a community residence facility. The Community Residence Facilities Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York, relates that the Debtors' healthcare system includes eight community-residence facilities, five of which are owned by SVCMC. The OMH provided the funds to acquire the five Community Residence Facilities that SVCMC owns. SVCMC provides the staff and support services to each of the Community Residence Facilities under a contract with the OMH, pursuant to which the OMH reimburses SVCMC for all costs and expenses associated with operating the Community Residence Facilities. Under the OMH Residential Contract, SVCMC annually submits a 12-month projected budget to the OMH for approval. The OMH generally approves the budget with few or no changes. Once approved, the OMH makes quarterly distributions based on that budget to SVCMC to cover the anticipated net costs associated with the Community Residence Facilities for the next quarter. SVCMC has been operating Community Residence Facilities under these arrangements with the OMH since 1978. The Fort Place Property In response to a 2003 request for proposals, SVCMC submitted a proposal to the OMH to develop and operate another supportive housing project for individuals with mental health issues. The OMH awarded the request to SVCMC, due in part to its successful operation of the Community Residence Facilities. As part of the award, the OMH committed to provide to SVCMC, or to a wholly controlled, not-for-profit corporation: (a) funds to purchase and renovate a property for the new facility, subject to SVCMC's locating a site acceptable to the OMH; and (b) an operating contract identical to the OMH Residential Contract for service and support of that facility once it becomes operational. After a yearlong search, SVCMC has determined that the Fort Place Property, currently owned by the Daughters of St. Paul, is well suited for its new Community Residence Facility. The Fort Place Property has 42,211 square feet of space and is currently occupied by a religious order. SVCMC proposes to develop 59 units, including several shared apartments, in the Community Residence Facility at the Fort Place Property. The units will be efficiency-type apartments with separate kitchens and baths. Beginning in November 2004, SVCMC began negotiating with the Daughters of St. Paul for the Fort Place Property. On April 18, 2005, the parties entered into a non-binding letter of intent, pursuant to which SVCMC or an affiliate of SVCMC would purchase the property from the Daughters for $3,250,000. A full-text copy of the Letter of Intent is available free of charge at: http://bankrupt.com/misc/SVCMC_Daughters_Letter_of_Intent.pdf After SVCMC proposed the Fort Place Property to the OMH as its intended site for the new Community Residence Facility, the OMH ordered an appraisal of the Fort Place Property and feasibility and cost analysis studies to evaluate the location for use as a community residence facility as outlined by SVCMC. The OMH approved $11.1 million for the purchase and renovation of the Fort Place Property and all other costs relating to the property until it is ready for operations in two years. The funding is sufficient to cover the entire cost of purchasing and renovating the Fort Place Property, but is conditioned on SVCMC finalizing the purchase of that property, Mr. Troop notes. SVCMC intends to use the Affiliate to conclude the transactions. On August 16, 2005, the OMH submitted a request for the OMH Grant to the New York State Division of the Budget. Based on prior experience, SVCMC anticipates that the DOB will approve the OMH's request on or around October 15, 2005. The OMH Grant will be disbursed to the Affiliate as it incurs costs for the purchase and renovation of the Fort Place Property. The OMH has represented to the Debtors that in or around the Spring 2009, this grant will be repaid to the OMH through the sale of state-issued bonds, which will be secured by both a non- recourse mortgage on the property and the State's Medicaid receivables. Although the Affiliate will be responsible for paying the debt service on these bonds, the Debtors expect that payments to be made under the OMH Residential Contract beginning in 2009, or otherwise through the OMH Grant, should be sufficient in amount to cover these debt service payments. In any event, SVCMC will have no obligation with regard to these debt service payments and will not be a guarantor of the Affiliate's obligations. Mr. Troop assures the Court that, if the nature of this program changes, or the Debtors' understanding of the current program proves different from its future application, the Debtors will seek further authority from the Court before entering into any agreement that differs from current expectations. Fort Place Property Purchase Structure SVCMC, at the request of the OMH, proposes to organize the Affiliate to accept the OMH Grant and purchase the Fort Place Property. In August 2005, SVCMC's board of directors passed resolutions authorizing, subject to Bankruptcy Court approval, the formation of the Affiliate to enter into the transactions. SVCMC will organize the Affiliate, which will then open a bank account to receive distributions from the OMH Grant. Mr. Troop notes that only funds from the Affiliate's account will be used to purchase and renovate the Fort Place Property. The Debtors will not incur any direct or indirect liability or have any direct involvement in the purchase and renovation of the Fort Place Property. While the transactions do not involve estate property, the Debtors, nonetheless, have determined to obtain Court-approval of these transactions under Section 363(b) of the Bankruptcy Court. The Daughters of St. Paul also have requested Court-approval. Mr. Troop informs the Court that the Daughters of St. Paul have recently informed the Debtors that they will place the Fort Place Property on the market if the Debtors do not take the necessary steps to ensure the expeditious purchase of the property. Transactions Beneficial to SVCMC Mr. Troop asserts that the proposed transactions are warranted under Section 363(b). He reiterates that SVCMC will not incur any cost or be subjected to any liability from this purchase and renovation transaction. By incorporating the Affiliate, SVCMC is able to fulfill its charitable mission by providing necessary and beneficial health services to the Staten Island community without incurring any liabilities arising from the purchase and renovation of the Fort Place Property. Formation of the Affiliate may also provide incidental economic benefit to the Debtors' estates, as many residents of the Community Residence Facilities will ultimately utilize SVCMC medical and psychiatric services. Moreover, once the Fort Place Property is fit for occupancy in approximately two years, SVCMC will provide services to the Community Residence Facility located there pursuant to an OMH Residential Contract. The reimbursement for overhead expenses under the OMH Residential Contract has proven to be more than sufficient to cover the additional burden imposed on SVCMC's administrative staff by the operation of each Community Residence Facility, and the Debtors are confident that this will prove equally true with respect to the Fort Place Property. In any event, because SVCMC will be shielded from all liability related to the purchase and renovation of the Fort Place Property, this transaction is, at worst, a cost-neutral transaction for the Debtors' estates. Mr. Troop adds that, by establishing the new Community Residence Facility on Staten Island, the Debtors will cement their excellent relationship with OMH and provide a much-needed resource to the Staten Island community. In addition, breaking ground on a new facility will reaffirm to the larger New York City community that, despite their recent financial troubles, the Debtors remain a vibrant and effective healthcare system that can be relied upon to provide important medical services to those in need for years to come. Committee Supports Request Based on the Debtors' assurances that they will not incur any costs from the proposed transactions, the Official Committee of Unsecured Creditors says that it does not object to the Motion. Headquartered in New York, New York, Saint Vincents Catholic Medical Centers of New York -- http://www.svcmc.org/-- the largest Catholic healthcare providers in New York State, operate hospitals, health centers, nursing homes and a home health agency. The hospital group consists of seven hospitals located throughout Brooklyn, Queens, Manhattan, and Staten Island, along with four nursing homes and a home health care agency. The Company and six of its affiliates filed for chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). Gary Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, represent the Debtors in their restructuring efforts. As of Apr. 30, 2005, the Debtors listed $972 million in total assets and $1 billion in total debts. (Saint Vincent Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000) SAINT VINCENTS: HUD Objects to $35 Million Commerce Bank Loan ------------------------------------------------------------- The United States Department of Housing and Urban Development asks the U.S. Bankruptcy Court for the Southern District of New York to condition the approval of the $35 million DIP financing agreement between Saint Vincent's Catholic Medical Centers and Commerce Bank, N.A., on SVCMC's demonstration that the HUD's interests is adequately protected. As reported in the Troubled Company Reporter, the Bankruptcy Court allowed the Debtors to obtain up to $27.5 million under a DIP financing agreement with Commerce Bank, including an assumption of the Prepetition Debt, on an interim basis. Commerce Bank agreed to provide up to $35 million under a revolving credit facility. The Commerce DIP Facility will include the assumption of the $19.1 million SVCMC Debt. SVCMC owes Commerce Bank the $19.1 million pursuant to a prepetition credit revolving facility. The prepetition facility bears interest at the prime rate of interest charged by Commerce Bank plus 2%, and has a maturity date of the earlier of Sept. 30, 2005, or the expiration of the Pools. HUD Objection Michael J. Garcia, Esq., attorney for HUD, explains that the HUD guarantees about $180 million of the Debtors' prepetition mortgage Debt, which in turn is protected by senior security interests in the vast majority of the Debtors' assets, including real estate and receivables. The Commerce DIP Agreement calls for a release of interests in the 2005-2006 Indigent Care and Professional Education Pools and a dilution of interests in the Debtors' remaining collateral, as a result of a proposed superpriority administrative lien in favor of Commerce Bank. According to Mr. Garcia, the Debtors have not demonstrated that the security protecting the HUD in the event of a mortgage default is, in fact, sufficient to adequately protect the HUD's interests. He says that the HUD has not been provided with information sufficient to confirm that if its contingent rights to the collateral were subordinated, the Debtors' remaining collateral would nevertheless provide adequate protection for the HUD's interest as an insurer of mortgages. Headquartered in New York, New York, Saint Vincents Catholic Medical Centers of New York -- http://www.svcmc.org/-- the largest Catholic healthcare providers in New York State, operate hospitals, health centers, nursing homes and a home health agency. The hospital group consists of seven hospitals located throughout Brooklyn, Queens, Manhattan, and Staten Island, along with four nursing homes and a home health care agency. The Company and six of its affiliates filed for chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). Gary Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, represent the Debtors in their restructuring efforts. As of Apr. 30, 2005, the Debtors listed $972 million in total assets and $1 billion in total debts. (Saint Vincent Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000) SAVAS SANTAMOURIS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Savas F. Santamouris aka Steve Santamouris aka Steve Sanatmouris aka Savas Santamouris 3134 Ann Street Baldwin, New York 11510 Bankruptcy Case No.: 05-89813 Chapter 11 Petition Date: October 15, 2005 Court: Eastern District of New York (Central Islip) Debtor's Counsel: Stephen B. Kass, Esq. Law Offices of Stephen B. Kass 250 Hempstead Avenue, 2nd Floor Malverne, New York 11565 Tel: (516) 887-1800 Fax: (516) 887-8456 Estimated Assets: $500,000 to $1 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service Tax Debt $554,971 Special Procedures Function 625 Fulton Avenue 10 Metrotech Center Brooklyn, NY 11201 Internal Revenue Service Tax Debt $278,904 Special Procedures Function 625 Fulton Avenue 10 Metrotech Center Brooklyn, NY 11201 Internal Revenue Service Tax Debt $193,983 Special Procedures Function 625 Fulton Avenue 10 Metrotech Center Brooklyn, NY 11201 New York State Tax Debt $75,534 Department of Tax & Finance Tax Compliance Division O.S. Unit Building 8, Room 73 Albany, NY 12227-0209 New York State Tax Debt $42,055 Department of Tax & Finance Tax Compliance Division O.S. Unit Building 8, Room 73 Albany, NY 12227-0209 Robert Martinelli Confession $39,889 5501 Avenue M of Judgment Brooklyn, NY 11234 New York City Tax Debt $30,584 Department of Finance P.O. Box 5070 Kingston, NY 12402-5070 New York City Tax Debt $18,772 Department of Finance P.O. Box 5070 Kingston, NY 12402-5070 Internal Revenue Service Tax Debt $14,931 Special Procedures Function 625 Fulton Avenue 10 Metrotech Center Brooklyn, NY 11201 Internal Revenue Service Tax Debt $4,438 Special Procedures Function 625 Fulton Avenue 10 Metrotech Center Brooklyn, NY 11201 Capital One Platinum Credit card $4,146 Mastercard debt P.O. BOx 85147 Richmond, VA 23276 Chase Platinum Mastercard Credit card $3,985 P.O. Box 17202 debt Wilmington, DE 19886-7202 Univesal Card CBSDN Credit $2,861 Card Debt Providian Credit card $2,107 c/o LVNV debt Poland Spring/Allied Collect Water $678 P.O. Box 600 Billerica, MA 01821-0600 Internal Revenue Service Tax Debt $666 Special Procedures Function 625 Fulton Avenue 10 Metrotech Center Brooklyn, NY 11201 Arrow Exterminating Exterminating $219 c/o Smith, Carroad Levy & Finkel P.O. Box 49 Commack, NY 11725-0049 Arrow Financial Credit card debt $191 First Premier Credit card debt $128 New York State Tax debt $0 Department of Tax & Finance Tax Compliance Division O.S. Unit Building 8, Room 73 Albany, NY 12227-0209 SKYWAY COMMUNICATIONS: Wants More Time to File Chapter 11 Plan -------------------------------------------------------------- Skyway Communications Holding Corp. asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for more time to exclusively file and solicit acceptances of a chapter 11 plan. The Debtor wants until Dec. 12, 2005, to file a plan and until Feb. 13, 2006, to solicit acceptances of that plan. The Debtor reminds the Court that soon after it filed for chapter 11 protection, a group of investors known as the Talib Parties moved the Court to dismiss the chapter 11 case or to appoint a trustee. The request will be heard on November 15. As a result of the Talib Parties' action, the Debtor's focus has been centered on defending the company against the scandalous allegations made by the investors. In addition, the Debtor has also been liquidating surplus assets. The Debtor is also engaged in ongoing negotiations will several institutional investors and merger partners that have an interest in the company or its business by way of a merger, equity infusion, asset sale and/or a stock sale. Additionally, the Debtor is engaged with ongoing negotiations with the Official Committee of Unsecured Creditors and the Talib Parties to attempt to reach an agreement on the retention of a mutually agreeable financial advisor, who can advise Skyway, the creditors' Committee, and equity security holders on the various alternatives that are available for reorganizing the company and that will provide maximum benefit to creditors and equity security holders. Headquartered in Clearwater, Florida, SkyWay Communications Holding Corp. fka I-Teleco.com, Inc., fka Mastertel Communications Corp. -- http://www.skywaynet.us/-- develops ground to air in- flight aircraft communication. The Debtor filed for chapter 11 protection on June 14, 2005 (Bankr. M.D. Fla. Case No. 05-11953). When the Debtor filed for protection from its creditors, it listed $1 million to $10 million in assets and $10 million to $50 million in debts. SOLUTIA INC: Ex-Employee Wants Savings Plan Claimant Class Status ----------------------------------------------------------------- Jeremy Dickerson is a Texas resident and was a chemical operator for Solutia, Inc., from July 1998 through October 2003. Mr. Dickerson is a participant in the Solutia Savings and Investment Plan, which was created on September 1, 1997, as a 401(k) plan. The Investment Plan's purpose is to allow participants to save money for retirement. Shares of Solutia common stock were purchased and held in the Investment Plan for Mr. Dickerson's benefit from 1998 to 2003. Mr. Dickerson, on behalf of the Investment Plan and its participants and beneficiaries, asks the Court to certify his Amended Proof of Claim for a class defined as all Plan participants for whose benefit the Plan held Solutia Stock between September 1, 1997, until December 15, 2003. Ronen Sarraf, Esq., at Sarraf Gentile LLP, in New York, reports that Mr. Dickerson brings his claim not as an individual, but, as authorized by the Employee Retirement Income Security Act of 1974, in a representative capacity on behalf of the Plan and its participants, seeking recovery of losses to the Plan as a whole. Mr. Sarraf explains that Mr. Dickerson's claim is for losses to the Plan and participants resulting from Solutia's fiduciary breaches relating to the imprudent investment of Plan assets in Solutia common stock. According to Mr. Sarraf, Solutia failed: -- to take appropriate steps to restrict or liquidate investments in Solutia Stock, -- to provide participants with complete and accurate information regarding the risks of investment in Solutia Stock, and -- to appoint an independent fiduciary to make decisions regarding the Plan's investments in Solutia Stock. Since the Plan held investments in Solutia Stock for the benefit of each participant during the Class Period, and all participants are members of the proposed class, these failures to act affected all members of the proposed class. Moreover, these breaches all pertain to Solutia's uniform conduct with respect to the Plan and its administration, Mr. Sarraf says. Mr. Sarraf notes that claims like Mr. Dickerson's are routinely certified as class actions, and the suitability of this claim for class certification is not a close issue. It should be noted that ERISA permits representative claims to recover losses to the Plan as a whole irrespective of class certification or class action status, and Mr. Dickerson may thus pursue the claim regardless of its class status. However, class certification furthers fairness and efficiency, Mr. Sarraf says. 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 Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000) SPIRIT AEROSYSTEMS: S&P Affirms BB- Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings, including the 'BB-' corporate credit rating, on Spirit AeroSystems Inc. and removed the ratings from CreditWatch, where they were placed with negative implications on Sept. 9, 2005. The outlook is stable. "The affirmation reflects expectations of a minimal impact on the financial profile of Spirit due to the recently resolved strike at Boeing Co.'s commercial aircraft operations," said Standard & Poor's credit analyst Christopher DeNicolo. As a result of the relatively short duration of the strike, which was four weeks, and efforts by Spirit to reduce costs to match lower production rates during that period, the effect on earnings and cash flow are not likely to be significant. However, revenues will be lower in the affected period. Previously planned increases in production rates for Boeing aircraft are likely to more than offset the financial impact of the strike over the intermediate term. The ratings on Spirit reflect high leverage, participation in the cyclical and competitive commercial aerospace industry, reliance on Boeing for essentially all sales, and significant near-term expenditures related to development of Boeing's new 787 mid-sized airliner and transition costs. These factors are offset somewhat by the company's position as the largest independent supplier of structures for commercial aircraft and substantial customer advances to fund most of the 787 development costs. Spirit, which was briefly known as Mid-Western Aircraft Systems Inc., is the former Wichita Division of Boeing Commercial Airplanes that was acquired by Onex Corp., a Canadian private equity firm, for approximately $920 million cash in June 2005. The acquisition, structured as an asset purchase, was financed with the proceeds from a $700 million bank term loan and $375 million of cash equity from Onex. Leverage is fairly high with debt to capital of around 65%. Pro forma debt to EBITDA, with EBITDA as defined in the company's credit facility and which excludes certain nonrecurring and noncash items, should be around 3.5x in 2005. Debt to EBITDA is expected to gradually decline as earnings improve, despite higher debt levels to fund 787 development and transition costs, and a build-up of working capital. The firm is the largest, independent producer of commercial aerostructures -- fuselage, nacelles, struts, horizontal and vertical stabilizers, wing structures, and other parts-- and is Boeing's largest nonengine supplier. Cost-reduction efforts and an improving commercial aerospace market should result in increasing revenues and earnings and improving financial measures despite higher debt levels to fund near-term development costs and transition expenses. Overall, Sprit is expected to maintain a credit profile consistent with current ratings over the intermediate term. The outlook could be revised to negative if the company's financial profile deteriorates due to a slowdown in the recovery of the commercial aerospace market, a failure to meet cost-reduction targets, or if 787 development costs are higher than expected. Based on current expectations, a revision of the outlook to positive is unlikely in the intermediate term. SPORTS CLUB: Cuts Net Loss by $998K in Amended 1st Quarter Results ------------------------------------------------------------------ The Sports Club Company amended its Form-10Q for the quarter ending March 31, 2005, and delivered it to the Securities and Exchange Commission on October 13, 2005. The Company amended their first quarter financials to correct an overstatement of its depreciation expense from discontinued operations by $998,000. Therefore, the amended condensed consolidated financial statements reflect a reduction in the Company's loss from discontinued operations and net loss of $998,000. The Company reported a $1,737,000 net loss on $11,651,000 of net revenues for the quarter ending March 31, 2005. At March 31, 2005, the Company's balance sheet shows $228,595,000 in total assets and $223,985,000 in total debts. As of March 31, 2005, the Company's equity deficit widened to $10,444,000 from a $9,258,000 deficit at December 31, 2004. A full-text copy of the regulatory filing is available at no charge at http://ResearchArchives.com/t/s?25a The Sports Club Company, based in Los Angeles, California, owns and operates luxury sports and fitness complexes nationwide under the brand name "The Sports Club/LA." * * * Going Concern Doubt As reported in the Troubled Company Reporter on October 7, 2005, Stonefield Josephson, Inc., the Company's auditor, expressed substantial doubt about the Company's ability to continue as a going concern pointing to the Company's: * recurring net losses, * $12.3 working capital deficiency as of December 31, 2004, * $107 million accumulated deficit as of December 31, 2004, and * $100 million senior debt maturing by March 2006. SPORTS CLUB: Amended 2nd Qtr. Financials Cut Net Loss by $1.15M --------------------------------------------------------------- The Sports Club Company amended its Form-10Q for the quarter ending June 30, 2005, and delivered it to the Securities and Exchange Commission on October 13, 2005. The Company amended their first quarter financials to correct an overstatement of its depreciation expense from discontinued operations by $1,149,000. Therefore, the amended condensed consolidated financial statements reflect a reduction in the Company's loss from discontinued operations and net loss of $1,149,000. The Company reported a $302,000 net loss on $12,070,000 of net revenues for the quarter ending June 30, 2005. At June 30, 2005, the Company's balance sheet shows $230,080,000 in total assets and $225,772,000 in total debts. As of June 30, 2005, the Company's equity deficit widened to $11,005,000 from a $9,258,000 deficit at December 31, 2004. A full-text copy of the regulatory filing is available at no charge at http://ResearchArchives.com/t/s?25b The Sports Club Company, based in Los Angeles, California, owns and operates luxury sports and fitness complexes nationwide under the brand name "The Sports Club/LA." * * * Going Concern Doubt As reported in the Troubled Company Reporter on October 7, 2005, Stonefield Josephson, Inc., the Company's auditor, expressed substantial doubt about the Company's ability to continue as a going concern pointing to the Company's: * recurring net losses, * $12.3 working capital deficiency as of December 31, 2004, * $107 million accumulated deficit as of December 31, 2004, and * $100 million senior debt maturing by March 2006. T.A.T. PROPERTY: Case Summary & 36 Known Creditors -------------------------------------------------- Debtor: T.A.T. Property A Real Estate Grantor Trust 30 West 26th Street, 11th Floor New York, New York 10011 Bankruptcy Case No.: 05-47223 Chapter 11 Petition Date: October 14, 2005 Court: Southern District of New York (Manhattan) Debtor's Counsel: Barton Nachamie, Esq. Todtman, Nachamie, Spizz & Johns, P.C. 425 Park Avenue New York, New York 10022 Tel: (212) 754-9400 Fax: (212) 754-6262 Estimated Assets: $1 Million to $10 Million Estimated Debts: $10 Million to $50 Million Debtor's 36 Known Creditors: Entity Claim Amount ------ ------------ Internal Revenue Service Unknown Special Procedures Function 625 Fulton Street 10 Metrotech Center Brooklyn, NY 11201 United States Attorney Unknown One Pierre Pont Plaza, 14th Floor Brooklyn, NY 11201 Attn: Chief off The Civil Division United States Department Of Justice Unknown Tax Division P.O. Box 55 Ben Franklin Station Washington, D.C. 20044 New York State Department of Unknown Taxation and Finance Queens District Office 80-02 Kew Gardens Road Kew Gardens, NY 11415 New York State Department of Unknown Taxation And Finance W.A. Harriman Campus, Building 9 Albany, NY 12227-0125 New York State Department of Unknown Taxation And Finance Bankruptcy Section P.O. Box 5300 Albany, NY 12205-0300 State Of New York Unknown Office of Attorney General 120 Broadway New York, NY 10274 A&F Fire Protection Co., Inc. Unknown 28 East Chestnut Street Massapequa, NY 11758 ADT Security Services, Inc. Unknown P.O. Box 371967 Pittsburgh, PA 15250-7967 Aurora Management Corp. Unknown 45 Executive Drive Plainview, NY 11803 Automatic Meter Reading Corp. Unknown 450 Seventh Avenue #402 New York, NY 10123 Backflow Specialists, Inc. Unknown 63 Greeley Avenue Sayville, NY 11782-2604 Coversant Communications, LLC Unknown 313 Boston Post Road Marlborough, MA 01752 Elite Action Fire Extinguishing Unknown Equipment & Services, Inc. 194 Depot Road Huntington Station, NY 11746 GE Capital Unknown P.O. Box 802585 Chicago, IL 60680-2585 Inter County Mechanical Corp. Unknown 1600 Ocean Avenue Bohemia, NY 11716 Island Waste Services Unknown 344 Duffy Avenue Hicksville, NY 11801-3621 Inter County Mechanical Corp. Unknown 1600 Ocean Avenue Bohemia, NY 11716 Island Waste Services Unknown 344 Duffy Avenue Hicksville, NY 11801-3621 J.J. Born Locksmith, Inc. Unknown 52 B Otis Street West Babylon, NY 11704 Keyspan Unknown 175 East Old Country Road Hicksville, NY 11801 Lasalle Bank, National Association Unknown As Trustee c/o Belkin, Wenig & Goldman 270 Madison Avenue New York, NY 10016 Legg Masdon Dorman & Wilson Unknown One North Lexington Avenue White Plains, NY 10601 Long Island Power Authority Unknown 175 East Old Country Road Hicksville, NY 1801 Melville Snow Contractors Inc. Unknown 1650 Veterans Memorial Highway Islandi, NY 11722 Perfect Cleaning Service Unknown 82-B Cantiague Rock Road Westbury, NY 11590 Plainview Water District Unknown 10 Manetto Hill Road Plainview, NY 11803-1300 Pryor & Mandelup, L.L.P. Unknown 675 Old Country Road Westbury, NY 11590 Recal Associates, Ltd. Unknown 45 Executive Drive Plainview, NY 11803 Richman & Levine, P.C. Unknown 666 Old Country Road Garden City, NY 11530 Attn: Keith Richman, Esq. Semon & Mondshein Unknown 7600 Jericho Turnpike Woodbury, NY 11797 Attn: Lee J. Mondshein, Esq. Thyssenkrupp Elevator Corp. Unknown P.O. Box 1000 Department 227 Memphis, TN 34148-0227 Town of Oyster Bay Unknown 74 Audrey Avenue Oyster Bay, NY 11771 Attn: James J. Stenanich Trio Hardware & Paint Unknown 1032c Old Country Road Plainview, NY 11803 Verizon Unknown P.O. Box 15124 Albany, NY 12212-5124 Zenobio, Michael, Jr. Unknown 45 Executvie Drive Plainview, NY 11803 TANNER FAMILY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Tanner Family LLC d/b/a Chapter 11 - Your Neighborhood Bookstore d/b/a Chapter 11 - The Discount Bookstore d/b/a Chapter 11 Books d/b/a Chapter 11 3731 Northcrest Road, Suite 14 Atlanta, Georgia 30345 Bankruptcy Case No.: 05-83622 Type of Business: The Debtor operates a bookstore chain that sells books at discounted prices. Chapter 11 Petition Date: October 15, 2005 Court: Northern District of Georgia (Atlanta) Judge: Margaret Murphy Debtor's Counsel: Todd E. Hennings, Esq. William A. Rountree, Esq. Macey, Wilensky, Cohen, et al Suite 600 Marquis Two Tower 285 Peachtree Center Avenue, Northeast Atlanta, Georgia 30303-1229 Tel: (404) 584-1222 Fax: (404) 681-4355 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Baker & Taylor $360,468 1205 Paysphere Circle Chicago, IL 60685 HarperCollins Publishers $224,036 P.O. Box 360846 Pittsburg, PA 15251-6846 Random House, Inc. $206,754 WO 175 P.O. Box 7777 Philadelphia, PA 19175-0175 Penguin Putnam $137,598 Ingram Book Co $126,186 Advanced Marketing Services $114,755 VHPS/Virginia $106,197 News Group $95,770 Time Warner Book Group $74,474 American Express $69,878 Simon & Schuster $54,241 Recycled Paper Greetings $35,663 Baker & Taylor Entertainment $28,329 Workman Publishing Co. $25,112 Fulton County Tax Commissioner $19,781 Georgia Power $19,343 Publishers Group West $18,927 Thomas Nelson, Inc $18,063 Book Depot Inc. $16,253 World Publications $13,665 TEAM HEALTH: S&P Reviews Ratings Due to Blackstone Buy-Out Plans ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Team Health Inc. -- including the 'B+' corporate credit rating -- on CreditWatch with negative implications in light of its definitive agreement to be acquired by The Blackstone Group. This transaction is likely to be largely debt-financed and result in a markedly weaker credit profile. "Resolution of the CreditWatch listing will require an analysis of the financial structure resulting from the transaction," noted Standard & Poor's credit analyst Jesse Juliano. "The ratings would be withdrawn if the rated loans are repaid with the proceeds of unrated borrowings. The expected completion of the transaction is in mid-February 2006." Team Health provides staffing and administrative services in several areas, including emergency medicine, radiology, anesthesia, Hospitalist, pediatric, and other health care services to over 470 civilian and military hospitals, clinics, and surgical centers in 44 states. TEXAS AFFORDABLE: S&P Slashes Mortgage Revenue Bonds from B to CCC ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its underlying rating on Texas State Affordable Housing Corp.'s $114.0 million multifamily mortgage revenue bonds series 2002A to 'CCC' from 'B', and its standard long-term rating on the corporation's $13.9 million multifamily housing revenue bonds series 2002B to 'C' from 'CC'. The outlook is negative. The downgrade reflects trustee draws on the debt service reserve funds to pay the Sept. 1, 2005, debt service and poor financial performance due to properties in very soft real estate markets, experiencing high economic vacancy. The trustee, Wells Fargo Bank N.A., informed Standard & Poor's that there was a $621,360 draw on the series 2002A debt service reserve fund, and a $620,029 draw on the series B DSRF to make the Sept. 1, 2005, payments on the bonds. After the draw, the amount left in the series 2002A DSRF was $7.4 million, and $5,171 in the series 2002B DSRF. The funds remaining in the series 2002B DSRF are not sufficient to pay debt service on the March 1, 2006, debt service payment date. Series 2002A is credit enhanced by MBIA, and series 2002B is not enhanced. The issue continues to experience poor financial performance. Original projected coverage levels were at 1.44x for senior debt, and 1.25x for junior rated debt. As of Dec. 31, 2004, fiscal year-end audited financial statements showed that the issue had debt service coverage of 1.09x maximum annual debt service on the senior bonds and 0.50x on the subordinate bonds. For the six months ended June 30, 2005, unaudited financial statements showed coverage of 1.01x and 0.47x on the senior debt and junior debt, respectively. The properties in this pool continue to suffer from high vacancy rates and concessions which are commonplace in their markets. Economic occupancy, which includes vacancy, concessions, and bad debt, was 85% in 2004, and 79% as of June 30, 2005. The American Housing Foundation portfolio contains a total of 2,627 units. Nine of the 13 properties in the housing pool are in the Houston metropolitan statistical area, and in Beaumont, incorporating a total of 1,605 units, which represent about 61% of the total units in the housing pool. Four of the 13 properties in the pool are in the Dallas-Fort Worth MSA, incorporating a total of 1,022 units, which represent about 39% of the total units in the pool. The issue continues to suffer from lower than anticipated revenue, due to properties in very soft real estate markets, experiencing very high economic vacancy. TOM'S FOODS: Wants Sale Process Completed Before Drafting Plan -------------------------------------------------------------- Tom's Foods, Inc., asks the U.S. Bankruptcy Court for the Middle District of Georgia, Columbus Division, for an extension of its time to file and solicit acceptances of a chapter 11 plan. The Debtor wants until Dec. 2, 2005, to file a plan and until Jan. 31, 2005, to solicit acceptances of that plan. The Debtor tells the Court that its case is large and complex. Since it filed for bankruptcy, the Debtor became wholly occupied with operating its business, securing postpetition financing, negotiating with creditors and preparing and finalizing its schedules and statements. In addition, the Debtor spent considerable time working through issues and procedures relating to reclamation claims, cash management and retention of professionals. Furthermore, the Debtor will conduct a Court-approved bidding of substantially all of its assets on October 17. A hearing to consider approval of the sale will be held two days later. The Debtor says it will be in a position to determine whether a plan of reorganization is feasible after it consummated the sale of its assets. Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures and distributes snack foods. Its product categories include chips, sandwich crackers, baked goods, nuts, and candies. The Company filed for chapter 11 protection on April 6, 2005 (Bankr. M.D. Ga. Case No. 05-40683). David B. Kurzweil, Esq., at Greenberg Traurig, LLP, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed total assets of $93,100,000 and total debts of $79,091,000. TOYS "R" US: Moody's Lowers Senior Unsecured Debt Rating to Caa2 ---------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to the new senior unsecured credit facility of TRU 2005 RE Holding Co. I, LLC, downgraded the corporate family, senior unsecured debt, and speculative grade liquidity ratings of Toys "R" Us, Inc. to B2, Caa2, and SGL-3, respectively. The rating outlook is negative. These rating actions follow the finalization of the financing structure of the leveraged buyout by affiliates of Kohlberg, Kravis, Roberts, Vornado Realty Trust, and Bain Capital, and conclude the review for possible downgrade initiated on March 17, 2005 and continued on August 3, 2005. Rating assigned: TRU 2005 RE Holding Co. I, LLC: * Senior unsecured credit facility at B2. Ratings lowered: Toys "R" Us, Inc.: * Corporate family rating to B2 from B1, * Senior unsecured debt rating to Caa2 from B3, and * Speculative grade liquidity rating to SGL-3 from SGL-2. Toys "R" Us-Delaware, Inc.: * 8.75% debentures due 2021 to B2 from B1 The downgrades reflect: 1) the very significant increase in funded debt and leverage and its negative impact on financial flexibility following finalization of the financing structure for the acquisition; 2) the challenges faced by the company as it attempts to remain a viable competitor in the toy and baby retailing segments in an increasingly difficult environment; and 3) a likely drop in cash flows for fiscal 2006, which will exacerbate already highly aggressive leverage metrics. The new rating level reflects: * the company's highly-leveraged balance sheet and debt protection measures that are weak for the category, * its reduced market share in the U.S., and * increased competition from Wal-Mart and Target; balanced by: * its position as the premier specialty toy retailer with a solid number two position in the US market, * its nationwide footprint, and * the solid performance and growth potential of its Babies "R" Us division. Funded leverage, measured by Debt/EBITDA, on a proforma basis for this new $1.5 billion financing, approaches 5.6x, and could increase to almost 7.1x for 2006 due to an expected reduction in cash flows. The negative outlook reflects the operating risk going into what is likely to be a fiercely competitive fourth quarter selling season with a new management team and ownership group, as well as Toys' very high leverage at the B2 rating level. Ratings could be downgraded if Toys has a soft fourth quarter in the U.S. Quantitatively, if gross margin falls below 32.5%, or if operating margin falls below 3%, ratings are likely to be downgraded. Additionally, ratings could be lowered if the company fails to refinance, or sell sufficient assets, to meet the 2.0x interest coverage and 6.5x leverage tests required by the European bridge loan, which become operable at the end of the fourth quarter. Conversely, the rating outlook could be stabilized if the fourth quarter is at least as good as it was in 2004, and will require gross margin above 33% and operating margin in excess of 3.5% for the fiscal year end. The senior unsecured notes of TRU 2005 RE Holding Co. I, LLC are rated at the B2 corporate family level, reflecting the lack of mortgage collateral. Given the creation of an unencumbered asset pool with negative pledges on the real estate and standard replacement mechanisms, foreclosure is precluded. The initial pool has a loan to value of approximately 63%. Moody's notes that the loan is guaranteed by the four subsidiaries with ownership of the pool properties and that there is a solid master lease with Toys "R" Us Delaware, the sole tenant, with an original fifteen year term and rent coverage of roughly 1.9x. However, the 1.25x fixed charge coverage ratio covenant is on the low side. The two-notch downgrade of the senior unsecured notes rating of Toys "R" Us, Inc. to Caa2 reflects the diminution in recovery value likely in a distressed scenario as result of the extraction of over $2 billion in real estate from an already reduced asset pool, as well as the very significant amount of debt ahead of these notes. With $4.7 billion in secured, funded debt now in place, (fully drawn facilities would increase this to $6.9 billion), multiples for full recovery on a cash flow basis would need to approach 7x on an undrawn basis and 9x on a fully drawn basis. The position of these notes could at some point deteriorate further as a result of the absence of any change in control provision in their indenture. The 8.75% debentures due 2021 are rated at the corporate family level as they are joint obligations of Toys "R" Us, Inc. and Toys "R" Us-Delaware, the principal operating subsidiary. The downgrade to SGL-3 of the speculative grade liquidity rating reflects: 1) the reduced financial flexibility as a result of the increase in leverage which will impact free cash flow; 2) covenants in the new bank facilities; and 3) the very limited alternative sources of liquidity available given that all operating assets have been pledged, the real estate that has been pledged under the $800 million commercial mortgage-backed securitization, and the negative pledge underpinning the up to $1.5 billion new unsecured real estate facility. The drawing of $700 million of the $2 billion unrated secured asset-based revolving credit facility results in Toys' carrying significant revolving balances to fund seasonal peak inventory levels. Moody's notes that asset sales, or a refinance, may be required for Toys to meet the 2.0x interest coverage and 6.5x leverage tests that become operable January 28, 2006 for the European bridge loan. Toys "R" Us, headquartered in Wayne, New Jersey, is the largest specialty retailer of toys, with FYE January 2005 revenues of $11.1 billion. It operates stores both in the U.S. and internationally, as well as the Babies "R" Us format. Toys was taken private in July 2005 by Kohlberg, Kravis, Roberts, Vornado Realty Trust, and Bain Capital, each of which now owns one-third of the company. TRANSMONTAIGNE INC: Moody's Changes Rating Outlook to Negative -------------------------------------------------------------- Moody's Investors Service changed the rating outlook of TransMontaigne Inc. to negative from stable. The change in outlook is triggered by Moody's need to assess whether there has been a material lasting impact on TMG's business or liquidity arising from the extraordinary impact of Hurricanes Rita and Katrina on refined product infrastructure, patterns of physical flows, and commercial arrangements. These storms caused a breakdown in contractual and benchmark pricing relationships in the merchant refined product sector. To stem its mounting losses arising from those conditions, TMG ceased pricing its delivered product off of certain key benchmarks embedded in its customer supply contracts, generating customer discontent and potentially triggering claims that will need to be settled through dispute resolution. A return to a stable outlook will require greater clarity on whether any lasting material impact on TMG's activities and financial arrangements has occurred, which will likely take a period of weeks or months. TMG currently has a B1 Corporate Family Rating and a B3 rating on its $200 million of senior subordinated notes due 2010. Following Hurricane Katrina, because of price disparities in the wholesale markets, TMG sold products under certain of its contracts for less than its replacement cost for a period of time. These losses, estimated to be less than $20 million for the fiscal quarter ended September 30, 2005, were due to the operation of pricing mechanisms under certain of the company's contracts that require it to use OPIS indexes. According to the company, major refiners subsidized branded products for a period of time causing the OPIS indexes, which are derived using the prices of both branded and unbranded products, to be below the company's replacement cost. On September 7, 2005, nine days after Hurricane Katrina, TMG informed certain contracted customers that it had temporarily suspended the sale of unbranded product to them under contracts with OPIS indexes. TMG did not suspend sales altogether, however, but instead sold unbranded product to customers to the extent it had product available at prices based on the company's replacement costs. Markets have since stabilized, according to the company, and effective October 11, 2005, TMG has resumed the use of OPIS indexes as a benchmark price. While the company believes that its actions during this period are proper, there could be questions about whether or not it violated the terms of its contracts. Aside from potential contractual violations, TMG's business may be affected from the ongoing distraction and loss of confidence on the part of the capital markets, which have responded unfavorably to events as of late. TMG's common stock is down over 50% from its 52-week high just a couple of months ago. The recent decrease in the company's stock price has led to an inquiry by the New York Stock Exchange. TransMontaigne Inc. is headquartered in Denver, Colorado. TRUST ADVISORS: Wants to Hire Cohn Birnbaum as Special Counsel -------------------------------------------------------------- Trust Advisors Stable Value Plus Fund asks the U.S. Bankruptcy Court for the District of Connecticut for permission to employ Cohn, Birnbaum & Shea, P.C., as its special counsel. The Debtor explains that it hired Cohn Birnbaum because of the Firm's considerable experience in corporate bankruptcy matters and is familiar with its financial affairs. Cohn Birnbaum will also render all other legal services to the Debtor throughout the course of its chapter 11 case, including bankruptcy and business advice and other legal assistance, in the event that any conflict of interest is discovered on the part of Shipman & Goodwin LLP, which has a pending motion to be hired as the Debtor's primary counsel. Scott D. Rosen, a Member of Cohn Birnbaum, disclosed that his Firm receive a $5,000 retainer. Mr. Rosen reports that Cohn Birnbaum will charge for its legal services of its professionals on an hourly basis in accordance with the Firm's ordinary and customary hourly rates. Cohn Birnbaum had not yet submitted the hourly rates of its professional performing services to the Debtor when the Debtor filed its request with the Court to employ the Firm as its special bankruptcy counsel. Cohn Birnbaum assures the Court that it does not represent any interest materially adverse to the Debtors or its estate. Headquartered in Darien, Connecticut, Trust Advisors Stable Value Plus Fund is a collective trust for employee benefit plan investors and created to serve as an investment vehicle for various types of pension plans qualified under Section 401(a)of the Internal Revenue Code. The Company filed for chapter 11 protection on Sept. 30, 2005 (Bankr. D. Conn. Case No. 05-51353). Scott D. Rosen, Esq., at Cohn Birnbaum & Shea P.C. and Ira H. Goldman, Esq., at Shipman & Goodwin LLP represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed estimated assets and debts of more than $100 million. TRUST ADVISORS: Look for Bankruptcy Schedules on November 29 ------------------------------------------------------------ Trust Advisors Stable Value Plus Fund asks the U.S. Bankruptcy Court for the District of Connecticut for more time to file its Schedules of Assets and Liabilities and Statements of Financial Affairs. The Debtor wants until Nov. 29, 2005, to file those documents. The Debtor explains that given the extent of its finances and pressing issues attendant to its bankruptcy filing, the requested extension is necessary in order to complete the gathering and sorting of information to finalize the Schedules and Statements prior to filing those documents with the Court. Additionally, the Debtor's counsel requires the requested extension so he can have additional time to review the information for the Schedules and Statements and convert the information into the appropriate format for filing with the Court. Headquartered in Darien, Connecticut, Trust Advisors Stable Value Plus Fund is a collective trust for employee benefit plan investors and was created to serve as an investment vehicle for various types of pension plans qualified under Section 401(a)of the Internal Revenue Code. The Company filed for chapter 11 protection on Sept. 30, 2005 (Bankr. D. Conn. Case No. 05-51353). Scott D. Rosen, Esq., at Cohn Birnbaum & Shea P.C. and Ira H. Goldman, Esq., at Shipman & Goodwin LLP represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed estimated assets and debts of more than $100 million. US AIRWAYS: Dist. Court Clears Fidelity from DiFelice Class Action ------------------------------------------------------------------ On November 4, 2002, Vincent D. DiFelice filed Claim No. 3126 for $26,100,000 in the prior bankruptcy case against US Airways, Inc., on behalf of himself and an alleged class of participants in the US Airways, Inc.'s 401(k) Savings Plan. Mr. DiFelice alleged that the Debtors breached their fiduciary duties to the 401(k) Plan under the Employee Retirement Income Security Act. On June 20, 2003, the Debtors filed a request to establish a Distribution Reserve and estimated the reserve amount for Claim No. 3126 at $0. The Bankruptcy Court entered the Distribution Reserve Order, granting the Debtors' request related to Claim No. 3126, on July 22, 2003. Litigation ensued. In June 2004, the Bankruptcy Court approved a stipulation lifting the Plan Injunction to enable the Class Claimants to pursue their 401(k) Claims to final judgment. The Class Claimants pursued the 401(k) Claims in the United States District Court for the Eastern District of Virginia, Alexandria Division. US Airways, Inc. 401(k) Savings Plan In 1988, US Airways created the US Airways, Inc. 401(k) Savings Plan. Under the Plan, participating employees made tax-deferred payroll contributions to individual retirement savings accounts and chose investment options for their contributions. US Airways made matching cash contributions. Participants were solely responsible for investment decisions. In 1993, US Airways entered into a Trust Agreement for the Plan to name Fidelity Management Trust Company as Plan Trustee. Fidelity is a defendant in the matter. The Trust Agreement provided Fidelity with broad powers to manage the Plan assets, subject to the direction of US Airways and the Plan participants. The Trust Agreement directed US Airways to guide Fidelity to invest the Plan assets in separate Investment Funds. Fidelity had no responsibility for the determination of Investment Funds and did not render investment advice. US Airways selected the US Air Group Common Stock Fund as a Plan investment option. The Stock Fund consisted exclusively of shares of US Air Group, Inc., the parent company of US Airways, and cash. The Stock Fund remained an investment option for Plan participants from 1993 until 2002, when US Airways filed for bankruptcy. Fidelity Should Have Known USAir's Decline According to Mr. DiFelice, Fidelity anticipated the financial decline of US Airways. At the end of 1998, Fidelity held over 417,000 shares of US Air Group stock in various mutual funds it actively managed for the public. In the first quarter of 1999, Fidelity liquidated about half of these shares. Fidelity sold most of the remaining shares the following quarter. By the end of 1999, Fidelity held only 57,000 shares of US Air Group, worth $1,800,000. Around that time, US Airways began recording operating losses. The terrorist attacks of September 11, 2001, precipitated declines in tourism and air travel. At a shareholders meeting eight days after the attacks, US Airways' Chairman Stephen Wolf admitted that US Airways experienced a dramatic decline in revenue. Two days later, the Wall Street Journal reported that US Airways was likely to seek bankruptcy protection in the near future. Moody's lowered its debt ratings for US Airways' senior secured debt from B1 to B2. Standard & Poor's lowered its ratings for US Airways' senior secured debt from B to CCC+. By the end of September 2001, US Air Group stock fell to $4.10 per share. US Airways' financial situation worsened in 2002. In March 2002, US Air Group lost $3,000,000 per day for the first quarter. Two months later, US Airways stated that it would file for bankruptcy if unable to obtain employee concessions and government loans. At the end of June 2002, US Airways announced that it would defer payment on certain debt obligations. On August 11, 2002, US Air Group and seven of its subsidiaries and affiliates, filed for Chapter 11 bankruptcy protection. Throughout this period, the Stock Fund remained an investment option for Plan participants. Mr. DiFelice contends that at that time, the Stock Fund increased its holdings in US Air Group stock. Until June 2002, Fidelity and US Airways maintained a 10% cash target for the Stock Fund, meaning that 90% of the Stock Fund would consist of US Air Group shares. As Plan participants contributed to the Stock Fund, and as US Air Group's stock price fell, Fidelity continued to purchase shares of US Air Group stock for the Stock Fund to maintain the 9-to-1 stock-to-cash ratio. From July 2001 until May 2002, the Stock Fund's US Air Group holdings more than doubled, rising from 10,600,000 shares to 22,000,000 shares. Meanwhile, Fidelity was liquidating the last 50,000 US Air Group shares in its actively managed mutual funds. In June 2002, US Airways appointed Aon Fiduciary Counselors, Inc., as independent fiduciary for the Plan to make all investment decisions concerning the Stock Fund. Aon stopped buying US Air Group stock and began to liquidate the existing shares. When US Airways filed for bankruptcy six weeks later, Aon had sold only 10% of the US Air Group holdings, leaving the Stock Fund with 19,800,000 shares and $16,800,000 in cash. Mr. DiFelice, a US Airways employee and Plan participant, brought the Class Action in July 2004 against US Airways and Fidelity to recover the Plan's losses from the diminution in value of US Air Group stock between August 1, 2001, and August 11, 2002. Mr. DiFelice alleges that by August 1, 2001, Fidelity knew or should have known that US Air Group stock was no longer a prudent investment, in breach of its duties as Plan fiduciary. Mr. DiFelice argues that since the Trust Agreement grants Fidelity discretion over the mix of cash and stock in the Stock Fund, Fidelity is not a directed trustee, but rather a fiduciary whose conduct must meet the "prudent man" standard of ERISA Section 404(a). Fidelity Denies Liability Fidelity sought dismissal of the claims against it pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. Fidelity argued that the Plan and the Trust Agreement establish that it is a "directed trustee" under 29 U.S.C. Section 1103(a)(1), and that as such, the claims against it are insufficient as a matter of law. Fidelity said that complaint failed to state a claim on which relief can be granted. District Court's Decision United States District Judge T.S. Ellis, III, finds that Mr. DiFelice's argument fails. Judge Ellis explains that Fidelity's liability hinges on the extent of its authority and control over the retention or exclusion of the Stock Fund as a Plan investment option. The Plan and the Trust Agreement make clear that Fidelity is a directed trustee with respect to the inclusion of an investment option in the Plan. Under the Plan, only US Airways has the authority to select investment options for the participants. US Airways may not allocate or delegate any of its powers to the trustee without the trustee's written consent, which did not occur here. The Trust Agreement grants Fidelity certain powers that may be exercised only at the direction of US Airways or the Plan participants. Judge Ellis rules that the Plan and the Trust Agreement, taken together, make clear that Fidelity is subject to the direction of US Airways in the selection of investment options for the Plan. Since Fidelity could not dictate the investment options in the Stock Fund, Fidelity has no liability. The Cash Ratio Mr. DiFelice argues that Fidelity violated its fiduciary duty by failing to increase the cash target range, as an investment hedge, when it became evident that US Airways might file for bankruptcy. To this, Judge Ellis says Mr. DiFelice misunderstands the purpose of the cash component in the Stock Fund. The cash component was not intended as an alternative investment or hedge against US Air Group stock. The cash component satisfies the Fund's cash needs for transfers and payments. Fidelity is given influence over the cash target range because it is in the best position to estimate the amount of cash necessary to fulfill the limited purpose of the Stock Fund's cash component. Contrary to Mr. DiFelice's assertions, Judge Ellis notes that Fidelity did not have the authority to alter the ratio of cash to stock in the Stock Fund. Mr. DiFelice has also not provided sufficient facts to demonstrate that Fidelity violated the "prudent man" standard. Fidelity Should Have Removed the Stock Fund Mr. DiFelice argues that retention of the Stock Fund as a Plan investment option was improper. Fidelity acted imprudently by failing to remove this investment option. Since Fidelity is subject to the direction of US Airways, Judge Ellis says Fidelity's liability is limited to instances in which it fails to follow those directions or it complies with directions that are improper, or contrary to the Plan or ERISA. Fidelity cannot incur liability for following US Airways' directions that are consistent with the Plan and ERISA. Fidelity's Duty of Prudence Mr. DiFelice asserts that, given US Airways' souring fortunes, Fidelity had a duty of prudence to countermand US Airways' direction and remove the Stock Fund as a Plan investment option. Judge Ellis rules that a directed trustee has no duty to second- guess the investment options of the named fiduciary. A directed trustee has no obligation to reject the named fiduciary's direction if that direction is imprudent. To hold otherwise -- to ask directed trustees to oversee the prudence of a named fiduciary's directions -- would invite wasteful disputes and litigation between named fiduciaries and directed trustees over the wisdom of each direction. Judge Ellis concludes that Fidelity, as a directed trustee, incurred no liability when it did not countermand US Airways' direction to retain the Stock Fund as an investment option for Plan participants, despite pessimism about the US Air Group's financial prospects. Judge Ellis dismisses Mr. DiFelice's charges against Fidelity. Headquartered in Arlington, Virginia, US Airways' primary business activity is the ownership of the common stock of: * US Airways, Inc., * Allegheny Airlines, Inc., * Piedmont Airlines, Inc., * PSA Airlines, Inc., * MidAtlantic Airways, Inc., * US Airways Leasing and Sales, Inc., * Material Services Company, Inc., and * Airways Assurance Limited, LLC. Under a chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it lists $8,805,972,000 in total assets and $8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service, Inc., 215/945-7000) * * * As reported in the Troubled Company Reporter on Oct. 4, 2005, Fitch Ratings has affirmed the issuer default rating of 'CCC' and the senior unsecured rating of 'CC' on the debt obligations of America West Airlines, Inc. Fitch has also initiated coverage of US Airways Group, Inc., (NYSE: LCC) with an IDR of 'CCC' and a senior unsecured rating of 'CC'. The recovery ratings for the senior unsecured obligations of both US Airways Group and AWA are 'R6', indicating an expected recovery of less than 10% in a default scenario. U.S. MERCHANDISE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: U.S. Merchandise Inc. 82A Cantiague Rock Road Westbury, New York 11590 Bankruptcy Case No.: 05-89774 Chapter 11 Petition Date: October 15, 2005 Court: Eastern District of New York (Central Islip) Debtor's Counsel: Heath S. Berger, Esq. Steinberg, Fineo, Berger & Fischoff, PC 40 Crossways Park Drive Woodbury, New York 11797 Tel: (516) 747-1136 Fax: (516) 747-0382 Total Assets: $1,396,555 Total Debts: $354,204 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Maremortum LLC Goods $44,143 3302 Janellen Drive Baltimore, MD 21208 Zak Designs Goods $37,786 P.O. Box 19188 Spokane, WA 99219 Magnum Goods $33,582 875 6th Avenue New York, NY 10018 The Hartz Mountain Corporation Goods $25,004 Customer Service Secaucus, NJ 07094 Sergeants Pet Care Products Goods $23,378 4366 Malone Road Memphis, TN 75395 Robinson Home Products Goods $20,546 Essay Group LLC Goods $20,246 Aero Plastic Products Goods $18,538 Vo-Toys Goods $18,424 Boston Warehouse Trading Corp. Goods $17,753 Spice It Foods Inc. Goods $16,756 Jarral Sales Corporation Goods $10,512 Fox Run Craftsmen Goods $10,505 Therm A Snap Inc. Goods $10,251 Roscan Goods $9,071 Langley Goods $8,822 Aspen Pet Products Inc. Goods $8,524 Evriholder Products Goods $7,863 Euroware Inc. Goods $6,377 Dura Kleen USA Inc. Goods $6,125 VENCOR INT'L: Exits Bankruptcy Protection with Subsidiary --------------------------------------------------------- Vencor International (OTC: VNCO) and its subsidiary RobeWorks, Inc., has emerged from chapter 11 and had its filing dismissed. Concurrently, the company has secured and signed a contract with a large financial institution, providing the necessary working capital needed for manufacturing and production of all outstanding orders, exceeding $1.2 million. These orders are from renowned international corporations including The Four Seasons, The Ritz, Hyatt Hotels, Restoration Inc., and other prestigious international clients. Vencor's Operations Coordinator, Ben Armijo, stated, "This is the first major breakthrough enabling Vencor to fulfill and deliver significant purchase orders, which will lead to greater sales and profitability." Additionally, Vencor International retained the investment banking and financial advisory firm, Ventura Partners, to assist and support the company in procuring all the necessary requirements for proper capitalization and financial stability. This will allow Vencor to continue its mission and implement its business model. Headquartered in Los Angeles, California, Vencor International's subsidiary, Robeworks Inc. -- http://www.robeworks.com/-- designs and manufactures luxurious bathrobes specifically for the luxury hotel and spa markets. Robeworks filed for chapter 11 protection on Aug. 24, 2005 (Bankr. C.D. Calif. Case No. 05-29275). On Aug. 25, 2005, Vencor filed its own voluntary chapter 11 petition (Bankr. C.D. Calif. Case No. 05-29524). Robert B. Shanner, Esq., at Shanner & Shanner, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they estimated between $1 million to $10 million in assets and debts. VICTORIA IND.: Earns $36K of Net Income in 6-Months Ended June 30 ----------------------------------------------------------------- Victoria Industries, Inc., delivered its financial results for the six months ended June 30, 2005, to the Securities and Exchange Commission on Oct. 7, 2005. Victoria Industries reports a $32,067 net income on $1,810,990 of revenues for the six months ended June 30, 2005, compared to a $56,439 net loss on $1,427,906 of revenues for the same period in 2004. The Company's balance sheet showed $1,693,120 of assets at June 30, 2005, and liabilities totaling $842,132. As of June 30, 2005 and December 31, 2004 the Group had total current assets of $1,363,665 and $586,860 and total current liabilities of $842,132 and $185,412, respectively. Going Concern Doubt John A. Braden & Company, PC, expressed substantial doubt about Victoria Industries' ability to continue as a going concern after it audited the Company's financial statements for the fiscal years ended Dec. 31, 2003 and 2004. The auditing firm points to the Company's recurring losses, limited revenue history, dependence on narrow customer base and limited funding. The Company and its subsidiaries Victoria Siberian Wood, Victoria Lumber and Coptent Trading Ltd., are exclusively involved in the business of trading in forest products. Management says the lack of diversification into a number of areas subject it to economic fluctuations within the forest products industry. About Victoria Industries Victoria Industries, Inc. is a holding company situated in the United States of America. The Company's subsidiaries, Victoria Resources, Inc., Victoria Lumber, LLC, Victoria Siberian Wood, and Coptent Trading are involved in the marketing and distribution of the Company's forestry products. The Group's principal customers are based in Eastern Siberia and Far East regions of Russia, and North provinces of China - Inner Mongolia and Heyluntszyan. VINCENT SUBIRATS: Case Summary & 7 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Vincent Subirats and Monica Subirats 34 Crossman Drive Centerport, New York 11721-0000 Bankruptcy Case No.: 05-89563 Type of Business: The Debtors are retired employees. Papers filed with the Court did not specify their former employers. Chapter 11 Petition Date: October 15, 2005 Court: Eastern District of New York (Central Islip) Debtor's Counsel: Edward Zinker, Esq. Zinker & Herzberg, LLP 278 East Main Street P.O. Box 866 Smithtown, New York 11787-0866 Tel: (631) 265-2133 Total Assets: $1,805,570 Total Debts: $785,835 Debtor's 7 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Beneficial Loan Loan $23,863 P.O. Box 17574 Baltimore, MD 21297-1574 Providian Credit Card $4,733 P.O. Box 660433 Purchases Dallas, TX 75266-0433 AT&T Universal Card Credit Card $3,919 P.O. Box 44167 Purchases Jacksonville, FL 32231-4167 Providian Credit Card $3,222 P.O. Box 660433 Purchases Dallas, TX 75266-0433 Huntington Hospital Medical Bills $2,008 270 Park Avenue Huntington, NY 11743 Yellow Book Advertising $2,000 One EAB Plaza Uniondale, NY 11553 Capital One Credit Card $1,091 P.O. Box 85015 Purchases Richmond, VA 23285 VOUGHT AIRCRAFT: S&P Affirms Low-B Ratings and Outlook is Negative ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its ratings, including the 'B+' corporate credit rating, on Vought Aircraft Industries Inc. and removed the ratings from CreditWatch, where they were placed with negative implications on Sept. 9, 2005. The outlook is negative. "The affirmation reflects expectations of a minimal impact on the already weak financial profile of Vought due to the recently resolved strike at Boeing Co.'s commercial aircraft operations," said Standard & Poor's credit analyst Christopher DeNicolo. As a result of the relatively short duration of the strike -- four weeks -- and efforts by Vought to reduce costs to match lower production rates during that period, the effect on earnings and cash flow are not likely to be significant. Revenues will be lower in the affected period, since sales related to Boeing commercial aircraft represent around 30% of Vought's total revenues. Expected increases in production rates for jetliners, including Boeing, and business jets, as well as new military programs are likely to more than offset the financial impact of the strike on Vought over the intermediate term. The ratings on Dallas, Texas-based Vought reflect a weak financial profile, stemming from high debt levels, high costs and uncertainty associated with investing in new programs and rationalizing capacity, and exposure to the cyclical and competitive commercial aircraft industry. These factors are offset by Vought's position as one of the largest independent aerostructures manufacturers. Vought is the second-largest independent producer of aerostructures for commercial, military, and business aircraft. Structures manufactured by Vought include wings, fuselages, and tail sections. Production rates for jetliners, the company's largest market, have increased modestly in the past year, following two years of decline. Further increases are expected in 2006. Vought manufactures structures for the C-17 military transport and V-22 tilt rotor aircraft and is likely to benefit from high levels of defense spending. The firm recently won a contract to produce the cabin for Sikorsky's Black Hawk helicopters, which could provide $1.4 billion of revenues through 2019. Vought has also seen increased revenues related to business jets. Vought acquired Aerostructures Corp. in a stock and cash deal in July 2003, improving customer diversity somewhat. However, sales of commercial aircraft structures to Boeing still represent more than 30% of revenues. Credit protection measures are likely to remain weak for the intermediate term due to higher debt and the significant up-front costs and long-term payback period for the facilities consolidation and 787 programs. A failure of either program to generate the projected benefits or a weaker-than-expected recovery in the commercial aircraft market or other segments could result in a downgrade. It is unlikely that the outlook would be revised to stable in the near term. However, the outlook could be revised to stable in the intermediate term if Vought's financial profile improves materially due to higher-than-expected increases in commercial aircraft deliveries or the contributions from new military programs. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- October 19, 2005 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner Venue to be announced Contact: http://www.turnaround.org/ October 19-23, 2005 TURNAROUND MANAGEMENT ASSOCIATION 2005 Annual Convention Chicago Hilton & Towers, Chicago, Illinois Contact: 312-578-6900; http://www.turnaround.org/ October 20, 2005 TURNAROUND MANAGEMENT ASSOCIATION Colorado TMA Breakfast The Oxford Hotel, Denver, Colorado Contact: 303-457-2119; http://www.turnaround.org/ October 25, 2005 TURNAROUND MANAGEMENT ASSOCIATION Tampa Luncheon Centre Club, Tampa, Florida Contact: http://www.turnaround.org/ October 27, 2005 TURNAROUND MANAGEMENT ASSOCIATION Informal Networking *FREE Reception for Members* The Davenport Press Restaurant, Mineola, New York Contact: 516-465-2356; http://www.turnaround.org/ November 1-2, 2005 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION IWIRC 2005 Fall Conference San Antonio, Texas Contact: http://www.iwirc.com/ November 2, 2005 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS AIRA/NCBJ Dessert Reception Marriott Riverwalk Hotel, San Antonio, Texas Contact: 541-858-1665 or http://www.airacira.org/ November 2-4, 2005 PRACTISING LAW INSTITUTE Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Beverly Hills, California Contact: http://www.pli.edu/ November 2-5, 2005 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES Seventy Eighth Annual Meeting San Antonio, Texas Contact: http://www.ncbj.org/ November 3-4, 2005 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES Second Annual Conference on Physician Agreements and Ventures Successful Strategies for Negotiating Medical Transactions and Investments The Millennium Knickerbocker Hotel, Chicago, Illinois Contact: 903-595-3800; 1-800-726-2524; http://www.renaissanceamerican.com/ November 7-8, 2005 STRATEGIC RESEARCH INSTITUTE Seventh Annual Distressed Debt Investing Forum West Venetian Resort Hotel Casino, Las Vegas, Nevada Contact: http://www.srinstitute.com/ November 9, 2005 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Meeting The Center Club, Baltimore, Maryland Contact: 703-912-3309; http://www.turnaround.org/ November 10, 2005 TURNAROUND MANAGEMENT ASSOCIATION Second Annual Australian TMA Conference Sebel Pier One, Sydney, Australia Contact: http://www.turnaround.org/ November 10, 2005 TURNAROUND MANAGEMENT ASSOCIATION Second Annual Australian TMA Conference Sydney, Australia Contact: 9299-8477; http://www.turnaround.org/ November 11, 2005 AMERICAN BANKRUPTCY INSTITUTE Detroit Consumer Bankruptcy Workshop Wayne State University, Detroit, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ November 11-13, 2005 AMERICAN BANKRUPTCY INSTITUTE Corporate Restructuring Competition Kellogg School of Management, NWU, Evanston, Illinois Contact: 1-703-739-0800; http://www.abiworld.org/ November 14, 2005 TURNAROUND MANAGEMENT ASSOCIATION Workout Workshop Long Island, New York Contact: 312-578-6900; http://www.turnaround.org/ November 14-15, 2005 AMERICAN CONFERENCE INSTITUTE Insurance Insolvency The Warwick, New York, New York Contact: http://www.americanconference.com/ November 15, 2005 TURNAROUND MANAGEMENT ASSOCIATION Bankruptcy Judges Panel Pittsburgh, Pennsylvania Contact: http://www.turnaround.org/ November 15, 2005 TURNAROUND MANAGEMENT ASSOCIATION Speaker/Dinner Event Fairmont Royal York Hotel, Toronto, ON Contact: http://www.turnaround.org/ November 17, 2005 TURNAROUND MANAGEMENT ASSOCIATION TBA [Upstate New York] Buffalo, New York Contact: 716-440-6615; http://www.turnaround.org/ November 17, 2005 TURNAROUND MANAGEMENT ASSOCIATION Colorado TMA Breakfast The Oxford Hotel, Denver, Colorado Contact: 303-457-2119; http://www.turnaround.org/ November 17, 2005 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS Networking Cocktail Reception New York, New York Contact: 541-858-1665 or http://www.airacira.org/ November 28-29, 2005 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES Twelfth Annual Conference on Distressed Investing Maximizing Profits in the Distressed Debt Market The Essex House, New York, New York Contact: 903-595-3800; 1-800-726-2524; http://www.renaissanceamerican.com/ November 29, 2005 TURNAROUND MANAGEMENT ASSOCIATION State of Banking 2006 and Beyond - Economy, Climate for Turnaround Industry, Banking Relationships Tournament Players Club at Jasna Polana, Princeton, New Jersey Contact: 312-578-6900; http://www.turnaround.org/ November 29, 2005 TURNAROUND MANAGEMENT ASSOCIATION Orlando Luncheon Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ December 1, 2005 AMERICAN BANKRUPTCY INSTITUTE Bankruptcy Fundamentals: Nuts & Bolts for Young Practitioners Hyatt Grand Champions Resort, Indian Wells, California Contact: 1-703-739-0800; http://www.abiworld.org/ December 1-3, 2005 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Hyatt Grand Champions Resort, Indian Wells, California Contact: 1-703-739-0800; http://www.abiworld.org/ December 5-6, 2005 MEALEYS PUBLICATIONS Asbestos Bankruptcy Conference Ritz-Carlton, Battery Park, New York, New York Contact: http://www.mealeys.com/ December 8, 2005 TURNAROUND MANAGEMENT ASSOCIATION Holiday Gathering & Help for the Needy *FREE to Members* Mack Hall at Hofstra University, Hempstead, New York Contact: 516-465-2356; http://www.turnaround.org/ December 8, 2005 TURNAROUND MANAGEMENT ASSOCIATION Annual Board of Directors Meeting Rochester, New York Contact: 716-440-6615; http://www.turnaround.org/ December 12-13, 2005 PRACTISING LAW INSTITUTE Understanding the Basics of Bankruptcy & Reorganization New York, New York Contact: http://www.pli.edu/ December 14, 2005 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Meeting Marriott Hotel, Tyson's Corner, Virginia Contact: 703-912-3309; http://www.turnaround.org/ January 5, 2006 TURNAROUND MANAGEMENT ASSOCIATION NJTMA Holiday Party Iberia Tavern & Restaurant, Newark, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ January 26, 2006 TURNAROUND MANAGEMENT ASSOCIATION PowerPlay - TMA Night at the Thrashers Philips Arena, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ January 26-28, 2006 AMERICAN BANKRUPTCY INSTITUTE Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colorado Contact: 1-703-739-0800; http://www.abiworld.org/ February 9-10, 2006 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Eden Roc, Miami, Florida Contact: 1-703-739-0800; http://www.abiworld.org/ March 2-3, 2006 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS Legal and Financial Perspectives on Business Valuations & Restructuring (VALCON) Four Seasons Hotel, Las Vegas, Nevada Contact: http://www.airacira.org/ March 2-5, 2006 NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES 2006 NABT Spring Seminar Sheraton Crescent Hotel, Phoenix, Arizona Contact: http://www.pli.edu/ March 9, 2006 AMERICAN BANKRUPTCY INSTITUTE Nuts & Bolts for Young Practitioners Century Plaza, Los Angeles, California Contact: 1-703-739-0800; http://www.abiworld.org/ March 10, 2006 AMERICAN BANKRUPTCY INSTITUTE Bankruptcy Battleground West Century Plaza, Los Angeles, California Contact: 1-703-739-0800; http://www.abiworld.org/ March 22-25, 2006 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Desert Ridge, Phoenix, Arizona Contact: http://www.turnaround.org/ March 30 - April 1, 2006 AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy Scottsdale, Arizona Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/ April 5-8, 2006 MEALEYS PUBLICATIONS Insurance Insolvency and Reinsurance Roundtable Fairmont Scottsdale Princess, Scottsdale, Arizona Contact: http://www.mealeys.com/ April 6-7, 2006 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES The Seventh Annual Conference on Healthcare Transactions Successful Strategies for Mergers, Acquisitions, Divestitures, and Restructurings The Millennium Knickerbocker Hotel, Chicago, Illinois Contact: 903-595-3800; 1-800-726-2524; http://www.renaissanceamerican.com/ April 18-22, 2006 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting JW Marriott, Washington, D.C. Contact: 1-703-739-0800; http://www.abiworld.org/ May 4-6, 2006 AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION Fundamentals of Bankruptcy Law Chicago, Illinois Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/ May 8, 2006 AMERICAN BANKRUPTCY INSTITUTE NYC Bankruptcy Conference Millennium Broadway, New York, New York Contact: 1-703-739-0800; http://www.abiworld.org/ May 18-19, 2006 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES Third Annual Conference on Distressed Investing Europe Maximizing Profits in the European Distressed Debt Market Le Meridien Piccadilly Hotel, London, UK Contact: 903-595-3800; 1-800-726-2524; http://www.renaissanceamerican.com/ May 22, 2006 TURNAROUND MANAGEMENT ASSOCIATION LI TMA Annual Golf Outing Indian Hills Golf Club, Long Island, New York Contact: 631-251-6296 or http://www.turnaround.org/ June 7-10, 2006 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 22nd Annual Bankruptcy & Restructuring Conference Grand Hyatt, Seattle, Washington Contact: http://www.airacira.org/ June 15-18, 2006 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ June 22-23, 2006 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES Ninth Annual Conference on Corporate Reorganizations Successful Strategies for Restructuring Troubled Companies The Millennium Knickerbocker Hotel, Chicago, Illinois Contact: 903-595-3800; 1-800-726-2524; http://www.renaissanceamerican.com/ July 13-16, 2006 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Newport Marriott, Newport, Rhode Island Contact: 1-703-739-0800; http://www.abiworld.org/ July 26-29, 2006 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz Carlton Amelia Island, Amelia Island, Florida Contact: 1-703-739-0800; http://www.abiworld.org/ September 7-9, 2006 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Wynn Las Vegas, Las Vegas, Nevada Contact: 1-703-739-0800; http://www.abiworld.org/ October 11-14, 2006 TURNAROUND MANAGEMENT ASSOCIATION 2006 Annual Conference Milleridge Cottage, Long Island, New York Contact: 312-578-6900; http://www.turnaround.org/ October 25-28, 2006 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges New Orleans, Louisiana Contact: http://www.ncbj.org/ November 30-December 2, 2006 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Hyatt Regency at Gainey Ranch, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ February 2007 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium San Juan, Puerto Rico Contact: 1-703-739-0800; http://www.abiworld.org/ April 11-15, 2007 AMERICAN BANKRUPTCY INSTITUTE ABI Annual Spring Meeting J.W. Marriott, Washington, DC Contact: 1-703-739-0800; http://www.abiworld.org/ June 6-9, 2007 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 23rd Annual Bankruptcy & Restructuring Conference Westin River North, Chicago, Illinois Contact: http://www.airacira.org/ October 10-13, 2007 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Orlando, Florida Contact: http://www.ncbj.org/ October 22-25, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott, New Orleans, Louisiana Contact: 312-578-6900; http://www.turnaround.org/ December 6-8, 2007 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Westin Mission Hills Resort, Rancho Mirage, California Contact: 1-703-739-0800; http://www.abiworld.org/ September 24-27, 2008 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Scottsdale, Arizona Contact: http://www.ncbj.org/ October 28-31, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Copley Place, Boston, Massachusetts Contact: 312-578-6900; http://www.turnaround.org/ October 5-9, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Desert Ridge, Phoenix, Arizona Contact: 312-578-6900; http://www.turnaround.org/ 2009 (TBA) NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Las Vegas, Nevada Contact: http://www.ncbj.org/ October 4-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://turnaround.org/ 2010 (TBA) NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges New Orleans, Louisiana Contact: http://www.ncbj.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, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili, Jr., and Peter A. Chapman, Editors. Copyright 2005. 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 ***