T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 30, 2006, Vol. 10, No. 25 Headlines A PARTNERS: Case Summary & 20 Largest Unsecured Creditors AMERIGAS PARTNERS: Issues $350 Million of 7.125% Senior Notes AMERISTAR CASINOS: Earns $14.3 Mil. of Net Income in 2005 4th Qtr. ANCHOR GLASS: May Pay Up to $4 Million of Critical Vendors' Claims ANCHOR GLASS: Opposes Allowance of Emhart's Administrative Claim ANCHOR GLASS: GE Opposes Disclosure Statement Approval AOL LATIN: Gets Court Approval for Client Transfer to Terra ATA AIRLINES: Celeste, et al., Object to Plan Confirmation ATA AIRLINES: Files Supplements to 1st Amended Reorganization Plan BALL CORPORATION: Earns $261.5 Million of Net Income in 2005 BALLY TOTAL: Completes $45-Million Sale of Crunch Fitness Unit BALLY TOTAL: Glass Lewis Battles Liberation Over Board Nominees BERRY-HILL GALLERIES: Kramer Levin Retained as Bankruptcy Counsel BERRY-HILL GALLERIES: Court Okays Consignment Sales Scheme BLUE BIRD: Case Summary & 20 Largest Unsecured Creditors BOSTON MORTGAGE: Moody's Junks Rating on Three Class Certificates BOYD GAMING: Offering $250MM of 7.125% Senior Subordinated Notes BUFFETS HOLDINGS: Dec. 14 Balance Sheet Upside-Down by $79 Million CAPITOL FOOD: Case Summary & 6 Largest Unsecured Creditors CAREFORE MEDICAL: Case Summary & 20 Largest Unsecured Creditors CASH TECHNOLOGIES: Posts $1.1 Mil. Net Loss in Qtr. Ended Nov. 30 CATHOLIC CHURCH: Portland Disclosure Statement Called Misleading CATHOLIC CHURCH: Panel Wants Portland's Solicitation Period Ended CERTEGY INC: Earns $36.3 Mil. of Net Income in Qtr. Ended Dec. 31 COLLINS & AIKMAN: Toyota Wants Decision on Leases Before May 10 COLLINS & AIKMAN: Court OKs Rejection of 15 Contracts and Leases CONEXANT SYSTEMS: Incurs $24.3MM Net Loss in First Fiscal Quarter CORNELL TRADING: Committee Wants to Retain Kronish Lieb as Counsel CORNING INC: Incurs $32 Million Net Loss in Fourth Quarter DATICON INC: U.S. Trustee Appoints Three-Member Creditors Panel DELTA AIR: Merrill Lynch Backs $300 Mil. L/C for Credit Card Fees DONALD CORY: Case Summary & 20 Largest Unsecured Creditors EAGLEPICHER INC: Files Reorganization Plan & Disclosure Statement FERRO CORP: S&P Holds BB Corporate Credit & Senior Debt Ratings FOAMEX INT'L: Panel, et al., Want Solicitation Procedures Denied FORD MOTOR: Expects to Spend $250MM in Hourly Personnel Lay-Offs GARDEN RIDGE: Wants Claim Objection Deadline Stretched to June 7 GB HOLDINGS: Court Denies Hiring of Sonnenschein & Libra GB HOLDINGS: Court Terminates Exclusivity Periods GENERAL CABLE: S&P Revises Outlook to Positive & Affirms Ratings GENERAL ELECTRODYNAMICS: Voluntary Chapter 11 Case Summary GENERAL MOTORS: Moody's Reviews Long-Term Rating & May Downgrade GILMART LTD: Case Summary & 20 Largest Unsecured Creditors GOODING'S SUPERMARKETS: Final Cash Collateral Hearing Today HOLLINGER INT'L: Sun-Times Unit Plans to Cut Workforce by 10% INDUSTRIAL ENTERPRISES: Secures $5 Mil. Financing to Buy Pitt Penn INEX PHARMA: Shareholders Approve Spin-Out of Immunotherapy Assets INTERNATIONAL RECTIFIER: Earns $24.2 Mil. in Quarter Ended Dec. 31 ITC HOMES: Voluntary Chapter 11 Case Summary KAISER ALUMINUM: CFO Kerry A. Shiba Resigns for "Personal Reasons" KMART CORP: Releases 10% of Shares Held in Distribution Reserve KMART CORP: Court Vacates Stay to Let Wayne County Take Action MERITAGE HOMES: Earns $102 Mil. of Net Income in 2005 Fourth Qtr. METALFORMING TECH: Files Joint Liquidating Plan in Delaware MOSHANNON VALLEY: Case Summary & 20 Largest Unsecured Creditors MUSICLAND HOLDING: Wants to Pay Prepetition Critical Vendor Claims MUSICLAND HOLDING: Honors Prepetition Obligations on Interim Basis NEOGENOMICS INC: Inks $600K New Equity Financing with SKL & Aspen NEW MOUNT: Case Summary & 19 Largest Unsecured Creditors NORTHWEST AIR: ALPA Gives $10 Mil. to Help Northwest Pilot Group NORTHWEST AIR: Investment Banker Outline Three Steps to Recovery NRG ENERGY: Sells $3.6 Billion of Bonds to Fund Texas Genco Deal OMEGA HEALTHCARE: Earns $20.3 Million in Quarter Ended Dec. 31 PERFORMANCE TRANSPORTATION: Court Approves $60 Mil. DIP Financing POWERHOUSE ELECTRONICS: Voluntary Chapter 11 Case Summary PROXIM CORPORATION: Panel Inks Settlement Deal with Warburg RATHGIBSON INC: Moody's Rates $200 Million Sr. Unsec. Notes at B2 REFCO INC: Committee Taps Kasowitz Benson as Conflicts Counsel REFCO INC: Wants Excl. Plan Filing Period Extended Until Sept. 26 REFCO INC: Has Until May 15 to Make Lease-Related Decisions SIMON FISHMAN: Case Summary & 6 Largest Unsecured Creditors SKUNA RIVER: Voluntary Chapter 11 Case Summary STEELCASE INC: Moody's Affirms Ba1 Long-Term Sr. Unsecured Ratings T&W EDMIER: Case Summary & 20 Largest Unsecured Creditors TIMELINE INC: Restates Financials for Quarter Ended Sept. 30, 2005 TRICO MARINE: Has Until Feb. 6 to Respond to Salsberg Complaint UAL CORP: Posts $17 Billion Net Loss in 2005 Fourth Quarter UNITED AUTO: Moody's Rates $250M Sr. Sub. Convertible Notes at B3 UNITED ONLINE: Debt Repayment Cues Moody's to Withdraw Ratings WINDOW ROCK: Committee Wants to Hire Peitzman Weg as Counsel WORLDCOM INC: ERISA Claims Objection Period Extended to March 20 * BOND PRICING: For the week of Jan. 23 - Jan. 27, 2006 ********* A PARTNERS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: A Partners LLC 2339 Kern Street P.O. Box 170 Fresno, California 93721 Bankruptcy Case No.: 06-10069 Type of Business: The Debtor owns the Helm Building, a 10-story building with over 55,000 square feet of office space available for rent. See http://www.apartnersllc.com/ The Debtor previously filed for chapter 11 protection on Oct. 28, 2005 (Bankr. E.D. Calif. Case No. 05-62656). That case was dismissed because the Debtor failed to timely file its Schedules and Statements. Chapter 11 Petition Date: January 26, 2006 Court: Eastern District of California (Fresno) Judge: W. Richard Lee Debtor's Counsel: Estela O. Pino, Esq. Pino & Associates 4600 Northgate Boulevard, Suite 215 Sacramento, California 95834 Tel: (916) 641-2288 Estimated Assets: $10 Million to $50 Million Estimated Debts: $10 Million to $50 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Ronald Allison $830,000 2339 Kern Street P.O. Box 171 Fresno, CA 93721 PG&E $154,365 P.O. Box 997300 Sacramento, CA 95899-7300 American Gas Management $16,160 P.O. Box 9610 Rancho Santa Fe, 92067 Golden Eagle Insurance $15,775 Internal Revenue Service $10,694 Scharton, Jones, German $4,365 California EDD $2,761 Bureau of Fire Prevention $2,550 Franchise Tax Board $1,977 Helon & Manfredo, LLP $1,496 City of Fresno Utility Billing $624 Sunset Waste Paper $583 Central California Alarm Co. $248 AMERIGAS PARTNERS: Issues $350 Million of 7.125% Senior Notes ------------------------------------------------------------- AmeriGas Partners, L.P., and AP Eagle Finance Corp., last week issued $350 million principal amount of 7.125% Senior Notes due 2016 in an underwritten public offering. The Notes were issued pursuant to an indenture among the Issuers and U.S. Bank National Association, as trustee. The Notes bear interest at the rate of 7.125% per annum which is paid semiannually on May 20 and November 20 of each year, commencing on May 20, 2006. The Notes mature on May 20, 2016. The Notes are senior unsecured joint and several obligations of the Issuers and rank pari passu to all of the issuers' existing and future senior debt. However, the Notes are effectively subordinated to all of the existing and future debt of the Partnership's subsidiaries, including AmeriGas Propane, L.P., a Delaware limited partnership, and AmeriGas Eagle Propane, L.P., a Delaware limited partnership. The Partnership may redeem some or all of the Notes at any time on or after May 20, 2011, at prices specified in the Indenture. The Partnership may also redeem up to 35% of the Notes at any time prior to May 20, 2009 with the proceeds from a registered public equity offering at 107.125% of their principal amount plus accrued and unpaid interest to the redemption date. If the Partnership experiences specific kinds of changes in control, it must offer to repurchase the Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest. The Issuers are subject to a number of financial and other covenants under the Indenture. Underwriters As reported in the Troubled Company Reporter on Jan. 18, 2006, Citigroup Global Markets Inc., Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC are acting as the joint bookrunning managers of the offering, and Citigroup Global Markets Inc. is acting as representatives of the underwriters. Each of these underwriters has agreed to purchase this principal amount of notes: Principal Underwriter Amount of Notes ----------- --------------- Citigroup Global Markets Inc. $227,500,000 Credit Suisse First Boston LLC 61,250,000 Wachovia Capital Markets, LLC 61,250,000 --------------- Total $350,000,000 The underwriters' 1.75% discount equals $6,125,000. Use of Proceeds The company estimates that the net proceeds of this offering will be $343.5 million, after deducting underwriters' discounts and commissions and offering expenses. The Company will use the net proceeds from the sale of the notes to: * refinance its 10% Senior Notes due 2006, which were issued on April 4, 2001, and mature on April 15, 2006, for a total estimated price of $60.8 million, including expenses incurred in the purchase but excluding accrued interest; * refinance its operating partnership's Series A and C First Mortgage Notes, which were issued on April 19, 1995, for a total estimated price of $246 million, including an estimated premium. The Company has outstanding: -- $160 million Series A First Mortgage Notes (with interest rates of 9.34% to 11.71% and maturity dates of April 2006 through April 2009); and -- $68.8 million Series C First Mortgage Notes (with an interest rate of 8.83% and maturity dates of April 2006 through April 2010); and * refinance its operating partnership's bank term loan in the amount of $35 million, with a current interest rate of 5.1875%, which will mature on Oct. 1, 2006. A full-text coy of the Indenture is available for free at http://ResearchArchives.com/t/s?4bf AmeriGas Partners, L.P. (NYSE:APU) is the nation's largest retail propane marketer, serving nearly 1.3 million customers from over 650 locations in 46 states. UGI Corporation (NYSE:UGI) through subsidiaries, owns 44% of the Partnership and individual unitholders own the remaining 56%. * * * As reported in the Troubled Company Reporter on Jan. 12, 2006, AmeriGas Partners, L.P.'s $350 million senior notes due 2016, issued jointly and severally with its special purpose financing subsidiary AP Eagle Finance Corp., are rated 'BB+' by Fitch Ratings. Fitch also affirms APU's existing senior unsecured debt rating of 'BB+' and issuer default rating of 'BB+'. Fitch said the Rating Outlook is Stable. As reported in the Troubled Company Reporter on Jan. 12, 2006, Moody's Investors Service: * assigned a B1 rating to AmeriGas Partners, L.P.'s proposed $350 million senior unsecured notes due 2016; * upgraded its existing $415 million of senior unsecured notes due 2015 to B1 from B2; and * affirmed its Ba3 corporate family rating. Moody's said the rating outlook is stable. AMERISTAR CASINOS: Earns $14.3 Mil. of Net Income in 2005 4th Qtr. ------------------------------------------------------------------ Ameristar Casinos, Inc. (Nasdaq: ASCA) reported 2005 fourth quarter and annual financial results. Consolidated net revenues for the fourth quarter of 2005 were $243.8 million, an increase of 13.6% compared to the fourth quarter of 2004. In the fourth quarter of 2005, consolidated operating income increased $1.8 million, or 4.8%, to $39.7 million compared to the fourth quarter of 2004. Consolidated operating income margin decreased 1.4% from the prior-year fourth quarter to 16.3%. For the fourth quarter of 2005, net income was $14.3 million, relatively unchanged compared to the fourth quarter of 2004. For the full year, the Company had net revenues of $961.4 million, an increase of $106.7 million, or 12.5%, over 2004. Casino revenues for the year ended Dec. 31, 2005 increased $117 million, or 13.7%, from 2004, including increases in slot and poker revenues of 15.2% and 17.2%. For the full year 2005, consolidated operating income and EBITDA reached record levels of $168 million and $254.1 million. Corporate expense increased $8.7 million, or 22.1%, compared to 2004. Net income for the full year 2005 increased to $66.3 million from $62 million in 2004, and diluted earnings per share improved to $1.16 from $1.11. The Company's financial position remains strong, with approximately $106.1 million of cash and cash equivalents and $794.6 million of available borrowing capacity under our new revolving loan facility as of Dec. 31, 2005 (approximately $420 million of which will be used to fund the redemption of the Company's senior subordinated notes in February 2006). On Feb. 15, 2006, Ameristar Casinos will redeem all $380 million outstanding principal amount of our 10-3/4% Senior Subordinated Notes due 2009 at a redemption price of 105.375% of the principal amount, plus $20.4 million in accrued and unpaid interest to the redemption date. Craig H. Neilsen, Chairman and CEO, stated: "The year 2005 was the most prosperous in the Company's history. We continued to improve upon the financial successes of prior years by further increasing revenues, profitability and cash flows. Our performance in 2005 extends our trend of growth in key performance indicators -- net revenues, operating income, EBITDA, net income and earnings per share -- for a fourth consecutive year." Headquartered Las Vegas, Nevada, Ameristar Casinos, Inc. -- http://www.ameristarcasinos.com/-- is a leading Las Vegas-based gaming and entertainment company known for its premier properties characterized by innovative architecture, state-of-the-art casino floors and superior dining, lodging and entertainment offerings. Ameristar's focus on the total entertainment experience and the highest quality guest service has earned it a leading market share position in each of the markets in which it operates. Founded in 1954 in Jackpot, Nevada, Ameristar has been a public company since November 1993. The company has a portfolio of seven casinos in six markets: Ameristar St. Charles (greater St. Louis); Ameristar Kansas City; Ameristar Council Bluffs (Omaha, Nebraska and southwestern Iowa); Ameristar Vicksburg (Jackson, Mississippi and Monroe, Louisiana); Mountain High in Black Hawk, Colorado (Denver metropolitan area); and Cactus Petes and the Horseshu in Jackpot, Nevada (Idaho and the Pacific Northwest). Ameristar Casinos, Inc.'s 10-3/4% Senior Subordinated Exchange Notes due 2009 carry Moody's Investors Service's and Standard & Poor's single-B rating. ANCHOR GLASS: May Pay Up to $4 Million of Critical Vendors' Claims ------------------------------------------------------------------ The Hon. Alexander L. Paskay of the U.S. Bankruptcy Court for the Middle District of Florida directs Anchor Glass Container Corporation to file an affidavit with the Court containing the list of Critical Vendors and the justification for classifying them as Critical Vendors. The affidavit, Judge Paskay adds, will remain under seal. Subject to the approval of the Official Committee of Unsecured Creditors, the Court authorizes the Debtor to pay not more than $4,000,000 to the Critical Vendors. Schneider Will Appeal Schneider National Carriers, Inc., believes that there are significant procedural and substantive defects regarding the content, lack of specificity and insufficient evidentiary foundation to support the Court's entry of the Critical Vendor Order. Schneider believes that grounds may exist for it to take an appeal of the Critical Vendor Order. Hence, Schneider asks the Court for more time to file a notice of appeal of the Critical Vendor Order. Headquartered in Tampa, Florida, Anchor Glass Container Corporation is the third-largest manufacturer of glass containers in the United States. Anchor manufactures a diverse line of flint (clear), amber, green and other colored glass containers for the beer, beverage, food, liquor and flavored alcoholic beverage markets. The Company filed for chapter 11 protection on Aug. 8, 2005 (Bankr. M.D. Fla. Case No. 05-15606). Robert A. Soriano, Esq., at Carlton Fields PA, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $661.5 million in assets and $666.6 million in debts. (Anchor Glass Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000) ANCHOR GLASS: Opposes Allowance of Emhart's Administrative Claim ---------------------------------------------------------------- Anchor Glass Container Corporation asks the U.S. Bankruptcy Court for the Middle District of Florida to require Emhart Glass, SA, to provide additional information to support its alleged administrative expense claim and deny the request to the extent that additional information does not represent goods used postpetition. Emhart sought payment of an administrative expense claim for certain transactions occurring postpetition. The Application was asserted under Sections 503(b)(1)(a) and 503(b)(9) of the Bankruptcy Code. Kathleen S. McLeroy, Esq., at Carlton Fields PA, in Tampa, Florida, argues that Section 503(b)(9) is a new section of the Bankruptcy Code, and does not apply to the Debtor's case. The new section took effect on October 17, 2005, and the Debtor's case commenced before that date. Therefore, Emhart failed to state a claim on which relief can be granted. Alternatively, Ms. McLeroy asserts that Emhart failed to provide sufficient detailed information for the Debtor to determine whether the amounts sought represent goods used by the Debtor postpetition. Specifically, Anchor Glass is unable to determine whether Emhart's request represents charges for goods used postpetition. Without additional information, Anchor Glass cannot accurately evaluate whether the amounts asserted are postpetition administrative expenses. However, based on a review of the Debtor's books, the Debtor believes that all charges for goods utilized by the Debtor postpetition have been paid to Emhart. The Official Committee of Unsecured Creditors supports the Debtor's arguments. Headquartered in Tampa, Florida, Anchor Glass Container Corporation is the third-largest manufacturer of glass containers in the United States. Anchor manufactures a diverse line of flint (clear), amber, green and other colored glass containers for the beer, beverage, food, liquor and flavored alcoholic beverage markets. The Company filed for chapter 11 protection on Aug. 8, 2005 (Bankr. M.D. Fla. Case No. 05-15606). Robert A. Soriano, Esq., at Carlton Fields PA, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $661.5 million in assets and $666.6 million in debts. (Anchor Glass Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000) ANCHOR GLASS: GE Opposes Disclosure Statement Approval ------------------------------------------------------ General Electric Capital Corporation asks the U.S. Bankruptcy Court for the Middle District of Florida to deny approval of the Disclosure Statement explaining Anchor Glass Container Corporations' Plan of Reorganization. The Debtor owes $9,600,000 to GE for the lease of equipment located at Anchor Glass' Elmira, New York plant. Pursuant to its Plan of Reorganization and Disclosure Statement, the Debtor proposes to distribute to GE Capital new equity in the reorganized Debtor "equal in value" to the allowed amount of GE's claim. Philip V. Martino, Esq., at DLA Piper Rudnick Gray Cary US LLP, in Tampa, Florida, points out that the Debtor relies on the theory that the treatment satisfied the "indubitable equivalent" requirement for the confirmation of a plan of reorganization. Mr. Martino notes that the equipment is worth far in excess of GE Capital's claim. Mr. Martino contends that a secured creditor cannot be forced to accept equity in the reorganized Debtor as purported indubitable equivalent of its secured claim because the treatment does not assure the secured creditor that the value of its claims will be realized. Mr. Martino adds that the proposed equity treatment improperly shifts the risks of reorganization to the secured creditor, especially where the debtor has been in bankruptcy three times. In addition, Mr. Martino says the Disclosure Statement lacks critical information that would allow GE Capital or any other creditor to determine whether to vote for the Plan. The Disclosure Statement provides little information as to: -- the valuation of the company or its assets; -- whether the Plan satisfies the "best interests" test in Section 1129(a)(7) of the Bankruptcy Code; -- how the Plan can be confirmed under the "cram down" provisions of Section 1129(b) over GE Capital's opposition; and -- whether the Plan satisfies the "feasibility" test in Section 1129(a)(11). Headquartered in Tampa, Florida, Anchor Glass Container Corporation is the third-largest manufacturer of glass containers in the United States. Anchor manufactures a diverse line of flint (clear), amber, green and other colored glass containers for the beer, beverage, food, liquor and flavored alcoholic beverage markets. The Company filed for chapter 11 protection on Aug. 8, 2005 (Bankr. M.D. Fla. Case No. 05-15606). Robert A. Soriano, Esq., at Carlton Fields PA, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $661.5 million in assets and $666.6 million in debts. (Anchor Glass Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000) AOL LATIN: Gets Court Approval for Client Transfer to Terra ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized America Online Latin America Inc. aka AOL Latin America Inc. to transfer its subscribers to ISP Terra, Business News Americas reports. AOL Latin sought for bankruptcy protection in June 2005 and submitted in December 2005 a request for the transfer of its subscribers in Brazil to Terra, which is owned by Spain's Telefonica S.A. Terra is expected to pay AOL Latin up to $2 million for the transfer, but the amount depends on the number of clients transferred to Terra's services, and on the number of active clients at the time when the deal was made between the companies, Business News relates. Transferring the subscribers to Terra means that AOL Latin would cease operations in Brazil. AOL Latin America offers AOL-branded Internet service in Argentina, Brazil, Mexico and Puerto Rico, as well as localized content and online shopping over its proprietary network. Main shareholders in AOL Latin are US internet provider America Online, Venezuela's Cisneros Group and Brazil's second largest private bank, Banco Itau. AOLA ended in late November 2005 its marketing alliance with Banco Itau, with the bank agreeing to pay $3.7 million to AOLA and AOLA Brasil to escape potential liabilities under the marketing agreements. Headquartered in Fort Lauderdale, Florida, America Online Latin America, Inc. -- http://www.aola.com/-- offers AOL-branded Internet service in Argentina, Brazil, Mexico, and Puerto Rico, as well as localized content and online shopping over its proprietary network. Principal shareholders in AOLA are Cisneros Group, one of Latin America's largest media firms, Brazil's Banco Itau, and Time Warner, through America Online. The Company and its debtor-affiliates filed for Chapter 11 protection on June 24, 2005 (Bankr. D. Del. Case No. 05-11778). Pauline K. Morgan, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP and Douglas P. Bartner, Esq., at Shearman & Sterling LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed total assets of $28,500,000 and total debts of $181,774,000. ATA AIRLINES: Celeste, et al., Object to Plan Confirmation ---------------------------------------------------------- As previously reported in the Troubled Company Reporter, ATA Holdings Corp., ATA Airlines, Inc., ATA Leisure Corp., and ATA Cargo, Inc., delivered their first amended joint plan of reorganization and disclosure statement explaining the plan to the U.S. Bankruptcy Court for the Southern District of Indiana on November 23, 2005. MatlinPatterson Global Advisers LLC, a Delaware limited liability company, is a co-proponent of the Plan. As previously reported in the Troubled Company Reporter, the Honorable Basil H. Lorch will consider confirmation of the Debtors' plan today, January 30, 2006. Confirmation Objections (a) Celeste Industries Celeste Industries Corp. is a designer, manufacturer and seller of various airline passenger amenities, including pillows, hand soap and towels. Celeste and ATA Airlines, Inc., are parties to an ATA Cabin Supplies Contract. On October 3, 2005, the parties amended the ATA Cabin Supplies Contract to extend the term of the Contract to October 27, 2008. Celeste agreed to accept a cure payment that is less than one- fourth of what it would otherwise have been entitled to receive under Section 365, but it would only do so if certain conditions were satisfied including, without limitation, Celeste's continued right to assert postpetition claims against ATA Airlines and the Reorganizing Debtor's agreement to waive any avoidance claims it may have against Celeste. According to John M. Rogers, Esq., at Rubin & Levin, P.C., in Indianapolis, Indiana, Celeste wants to ensure that the Amended Plan accurately reflects the Reorganizing Debtors' apparent intention to honor all of the terms of the Amended Contract, and that Celeste will receive its $25,000 Cure Payment. (b) InternetAd Systems InternetAd Systems, LLC, holds four patents and is licensed under the Patents to enforce them. Among other things, the Patents disclose and claim apparatus and methods used to display certain advertising, informational and branding messages that appear between or outside Web pages. The Patents cover many Internet Messages that appear on various Web sites -- including http://www.ata.comwhich is owned or operated by the Reorganizing Debtors. Josephine Garrett, Esq., in Fort Worth, Texas, asserts that, because the technology covered by the Patents is valuable to the Reorganizing Debtors and because it is likely that they will wish to continue to use the technology following their possible Plan confirmation, the parties have entered into negotiations regarding the acquisition of a license for use of the Patents. InternetAd asks the Court to ensure that its rights to enforce its Patents and to seek recovery for future infringement of the Patents will not be limited or affected in any way by ATA's reorganization proceeding. (c) NatTel NatTel, LLC, asks that the Court deny confirmation of the Amended Plan pursuant to Section 1128(b) of the Bankruptcy Code. Jack E. Robinson, president of NatTel, tells the Court that the Plan is not confirmable because, inter alia, the Reorganizing Debtors, MatlinPatterson Global Opportunities Partners II, the New Investor, and all of the Released Parties, excluding the City of Chicago, jointly and severally: (i) are responsible for saddling the estate of C8 Airlines, Inc., formerly known as Chicago Express Airlines, Inc., with $481,000,000 of prepetition debt and $40,000,000 of postpetition debt for which no value was received by C8; (ii) owe C8 at least $15,600,000 prepetition as determined by Kenneth J. Malek, CPA, the examiner appointed in ATA's Chapter 11 cases; (iii) thwarted all postpetition attempts by NatTel to sell C8 as a going concern and maximize the value of C8 for C8's creditors at a cost to the C8 estate of at least $4,000,000, represented by the increased value provided by the aborted Okun Enterprises, Inc., transaction which, in turn, was caused by the inability of Okun to obtain approvals from the U.S. Department of Transportation and Federal Aviation Administration for the transfer of C8's DOT and FAA certificates once C8 had shut down; (iv) siphoned off at least $22,600,000 in net after-tax profits generated by C8 in 2003 and 2004 alone; and (v) caused C8 additional damages, to be determined in an adversary proceeding, during the past six months in which the Plan Proponents and the Released Parties have negotiated and pursued confirmation of the Plan to further their own interests and line their own pockets at the expense and to the detriment of C8 and its creditors. Mr. Robinson contends that confirmation of the Plan would, inter alia, allow the CEA Fiduciaries to escape joint and several liability for at least $42,200,000 in claims due and owing to C8, plus accrued interest and other expenses arising from the $521,000,000 in debt with which C8 was unlawfully saddled. If the Court overrules its objection, NatTel asks Judge Lorch to stay the Confirmation Order pending appeal. (d) City of Chicago The City of Chicago complains that the Amended Plan purports to authorize the Reorganizing Debtors' assumption of two executory contracts with Chicago that cannot be assumed because either: (a) the contract has already been assumed or (b) the Reorganizing Debtors have no rights remaining under the contract. The Reorganizing Debtors notified Chicago that it will assume these contracts in connection with confirmation of the amended Plan: (a) The Chicago-Midway Airport Use Agreement and Facilities Lease, effective January 1, 1997, as amended as of December 10, 1999; (b) The Hanger Lease and Right of Entry at Chicago, Midway; (c) The Fuel System Interline Agreement; and (d) The Loan Agreement for Funding ATA Expansion Gates. Chicago has no objection to the assumption of the Interline Agreement and the Loan Agreement, and the related cure amounts. However, Chicago asserts that the Reorganizing Debtors can't assume the Midway Use Agreement or the Hanger Agreement because: -- the Midway Use Agreement was already assumed by the Reorganizing Debtors, and -- the Debtors no longer have any rights under the Hanger Agreement since it was terminated on June 30, 2004. Accordingly, Chicago asks the Court to exclude the Midway Use Agreement and the Hanger Agreement from the Amended Plan. (e) Microsoft Corporation Microsoft Corporation and its wholly owned affiliate, Microsoft Licensing, and ATA Airlines, Inc., are parties to a number of agreements. Microsoft complains that the Reorganizing Debtors have inaccurately identified the agreements and inaccurately estimated the cure amounts at $0. Microsoft asserts about $200,000 in cure amounts. (f) AMR Leasing AMR Leasing Corporation leased six Saab Model 340B aircraft to ATA Airlines, Inc. ATA rejected the lease agreements in April 2005. AMR sought payment of Claims relating to lease obligations for approximately $5,400,000. Through AMR's mitigation efforts, AMR's Claims now total $1,500,000. To prevent the risk of nonpayment of its administrative claims, AMR suggests that the Reorganizing Debtors reserve $1,500,000. AMR asserts that the Claims must be paid in full on the effective date. (g) Bank of Indiana The National City Bank of Indiana asserts that the Debtors owe it at least $4,463. The Bank complains that the Debtors understated its cure amount in the Amended Plan. (h) ATS Airport Terminal Services, Inc., provides ground service handling and other services to the Reorganizing Debtors at various airport locations pursuant to a master agreement for airport services containing terms and conditions and a series of annexes related to each individual airport location. The Master Agreement and the individual annexes create a series of executory contracts. ATS asserts that the Amended Plan should reflect these cure amounts to the executory contracts the Reorganizing Debtors wish to assume: Washington National Airport $77,966 Los Angeles International Airport $188,533 (i) General Electric General Electric Capital Corporation and the Reorganizing Debtors are parties to an Equipment Lease Agreement. General Electric wants the Reorganizing Debtors to pay their dues owed -- $76,778 for payments due November 22, 2005, through January 2006. (j) Travelers Casualty From time to time before the Petition Date, Travelers Casualty and Surety Company of America issued various surety bonds on behalf of certain of the Reorganizing Debtors assuring the relevant Reorganizing Debtors' performance of various obligations to third parties. Travelers seeks to clarify and confirm that the Reorganizing Debtors have designated Travelers as the holder of an Other Secured Claim under the amended Plan. Travelers says the Amended Plan must clarify that: (i) it does not prejudice, impair, waive, limit or otherwise affect the rights, claims and defenses of Travelers regarding the Bonds, the Indemnity Agreement and the Letter of Credit which secures the Claims. (ii) it does not release, compromise, or otherwise affect in any way Travelers' rights against any indemnitor or third party; and (iii) it preserves and reserves all of Travelers' rights and defenses, including by way of subrogation or any other surety defenses available in law or equity, against any entity or person with respect to any claim raised under the Bonds. In conjunction with the issuance of the Bonds, the Debtor ATA Holdings Corp., executed a General Contract of Indemnity in favor of Travelers dated September 8, 1997. Pursuant to the terms of the Indemnity Agreement, ATA Holdings is obligated to indemnify Travelers in full in the event Travelers incurs any loss, cost or expense in connection with the Bonds or is required to make payment under any of the Bonds. (k) Dallas Airport According to the Dallas/Fort Worth International Airport Board, as of January 1, 2006, ATA Airlines owed it $395,155 prepetition and $816,026 postpetition pursuant to a Use Agreement. The Board asks the Court to fix the cure amount for the Use Agreement at $1,211,181. The Board also complains that the Amended Plan: (i) does not comply with several provisions of Section 1129 of the Bankruptcy Code; (ii) does not provide adequate means for its implementation; (iii) is not fair and equitable; and (iv) violates creditors' rights to due process. (l) Illinois Department of Revenue The Department of Revenue in the State of Illinois asserts a priority tax claim for $500,000. The Amended Plan proposes to pay priority tax claims over a six-year period from assessment with interest at the 90-day U.S. Treasury Bill rate. The Department argues that this rate is clearly too low to provide the State with the "present value" of its Claim, and there is a question concerning whether the Reorganizing Debtors would pay interest on administrative tax claims under the Amended Plan. Section 1129(a)(9)(C) of the Bankruptcy Code requires that priority tax claims should be paid in full and to the extent that payment is deferred after the effective date, the reorganized debtor must pay "present value" interest. The current rate on the 90-day T-bill is approximately 3.56%. The Department says the Reorganizing Debtors do not qualify for the interest rates available to the United States, as it does not have the credit- worthiness of the United States. Accordingly, the Department asks the Court to rule that the proper methodology to determine "present value" interest rates is to apply the formula approach. Under this method, adjustments are made to the prime rate to account for risk factors, and given that the current prime rate is 7.25%, the Department submits that the "present value" interest rate to be paid on deferred unsecured priority tax claims should be 8-9%. (m) Washington Airports The Metropolitan Washington Airports Authority and the City of Phoenix, and the Reorganizing Debtors are parties to multiple agreements for the use and the lease of the facilities at the Airports. The Airports object to the Amended Plan because: (a) it incorrectly estimated their cure amounts and fails to properly identify the Agreements to be assumed. The correct amount should be $45,850 for MWAA and $36,536 for the City of Phoenix; (b) it improperly attempts to modify rights under Section 365(b)(1) of the Bankruptcy Code; (c) it permits alteration to the Schedule of Assumed Contracts after voting and confirmation; (d) it improperly attempts to assign assets of the Airports; and (e) it does not provide adequate assurance of future performance to the City of Phoenix. Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA Holdings Corp. -- http://www.ata.com/-- is the nation's 10th largest passenger carrier (based on revenue passenger miles) and one of the nation's largest low-fare carriers. ATA has one of the youngest, most fuel-efficient fleets among the major carriers, featuring the new Boeing 737-800 and 757-300 aircraft. The airline operates significant scheduled service from Chicago- Midway, Hawaii, Indianapolis, New York and San Francisco to over 40 business and vacation destinations. Stock of parent company, ATA Holdings Corp., is traded on the Nasdaq Stock Exchange. The Company and its debtor-affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). Terry E. Hall, Esq., at Baker & Daniels, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $745,159,000 in total assets and $940,521,000 in total debts. (ATA Airlines Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000) ATA AIRLINES: Files Supplements to 1st Amended Reorganization Plan ------------------------------------------------------------------ ATA Airlines, Inc., and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the Southern District of Indiana draft copies of: -- an Amended and Restated Loan Agreement dated as of February [__], 2006, among ATA Airlines, Inc., as Borrower, ATA Holdings Inc., and its Subsidiaries, Air Transportation Stabilization Board, as Tranche A Lender, Citibank, N.A., as Tranche B Lender, Citibank, N.A., as Collateral Agent, and Citibank, N.A., as Agent. A full-text copy of the Loan Agreement is available for free at: http://bankrupt.com/misc/ata_amendedATSBloanpact.pdf -- a Form of Promissory Note, a full-text copy of which is available for free at: http://bankrupt.com/misc/ata_promissorynote.pdf -- a Mortgage and Security Agreement Dated as of [_______], 2006 made by the [Unidentified] Grantors, in favor of [_______], as Collateral Agent. A full-text copy of the Security Agreement is available for free at: http://bankrupt.com/misc/ata_mortgagepactform.pdf As previously reported, ATA Airlines, ATA Holdings Corp., the Board, a consortium of lenders and agents, and BearingPoint, Inc., as Loan Administrator, are parties to a Loan Agreement dated as of November 20, 2002, pursuant to which the lenders made a single term loan to ATA Airlines aggregating $168,000,000. The Plan of Reorganization contemplates, among other things, the reinstatement of the ATSB Secured Claim together with an amount -- not to exceed $2,500,000 -- in respect of the fees and expenses incurred by the Lenders, the Participants, the Agent and the Collateral Agent. The Lenders are willing to reinstate the Loan and amend and restate the Original Loan Agreement. The Amended and Restated Loan Agreement includes three key financial covenants: (a) The Debtors promise to maintain Required Available Cash of no less than: Period Fixed Cash Amount ------ ----------------- Effective Date through December 31, 2006 $40,000,000 January 1, 2007 through March 31, 2007 $35,000,000 April 1, 2007 through September 30, 2007 $30,000,000 October 1, 2007 through March 31, 2008 $25,000,000 April 1, 2008 through September 30, 2009 $20,000,000 (b) The Debtors agree to maintain a Leverage Ratio (meaning the ratio of Consolidated Indebtedness (excluding accounts payable and indemnification obligations) to EBITDAR (subject to airline-specific adjustments) that won't exceed: Applicable Consolidated Fiscal Quarter Ending Indebtedness to EBITDAR Ratio --------------------- ----------------------------- March 31, 2007 6.75 : 1.00 June 30, 2007 7.00 : 1.00 September 30, 2007 7.00 : 1.00 December 31, 2007 7.00 : 1.00 March 31, 2008 6.75 : 1.00 June 30, 2008 6.50 : 1.00 September 30, 2008 6.25 : 1.00 December 31, 2008 6.00 : 1.00 March 31, 2009 5.75 : 1.00 June 30, 2009 5.50 : 1.00 (c) The Reorganized Debtors covenant that the ratio of Consolidated EBITDAR to Fixed Charges (interest expense plus lease payments) will not exceed: Applicable Consolidated EBITDAR to Consolidated Fixed Fiscal Quarter Ending Charges Ratio --------------------- ----------------------------- March 31, 2007 0.850 : 1.00 June 30, 2007 0.850 : 1.00 September 30, 2007 0.850 : 1.00 December 31, 2007 0.850 : 1.00 March 31, 2008 0.900 : 1.00 June 30, 2008 0.925 : 1.00 September 30, 2008 0.950 : 1.00 December 31, 2008 0.975 : 1.00 March 31, 2009 1.000 : 1.00 June 30, 2009 1.025 : 1.00 To induce the Lenders to enter into the Loan Agreement, the Grantors and the Collateral Agent will enter into the Security Agreement. Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA Holdings Corp. -- http://www.ata.com/-- is the nation's 10th largest passenger carrier (based on revenue passenger miles) and one of the nation's largest low-fare carriers. ATA has one of the youngest, most fuel-efficient fleets among the major carriers, featuring the new Boeing 737-800 and 757-300 aircraft. The airline operates significant scheduled service from Chicago- Midway, Hawaii, Indianapolis, New York and San Francisco to over 40 business and vacation destinations. Stock of parent company, ATA Holdings Corp., is traded on the Nasdaq Stock Exchange. The Company and its debtor-affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). Terry E. Hall, Esq., at Baker & Daniels, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $745,159,000 in total assets and $940,521,000 in total debts. (ATA Airlines Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000) BALL CORPORATION: Earns $261.5 Million of Net Income in 2005 ------------------------------------------------------------ Ball Corporation [NYSE:BLL] reported full year 2005 net earnings of $261.5 million on sales of $5.75 billion, compared to $295.6 million on sales of $5.44 billion in 2004. The 2005 results include net after-tax charges of $25.7 million related to various business consolidation and debt refinancing costs during the year. The 2004 results included an after-tax gain of $9.5 million related primarily to China business consolidation activities. Fourth quarter 2005 net earnings were $44.6 million on sales of $1.29 billion, compared to $56.4 million on sales of $1.26 billion in the fourth quarter of 2004. The 2005 fourth quarter results include business consolidation and debt refinancing costs of $7.3 million, or seven cents per diluted share. The 2004 fourth quarter results included a net gain of $5.3 million, or five cents per diluted share, from the China business consolidation activities. R. David Hoover, chairman, president and chief executive officer, said results for 2005 were in line with the company's expectations for the year and were rewarding in view of a difficult cost environment for primary materials used in the manufacture of packaging products as well as for energy, fuel and coating materials. "On a comparable basis, excluding business consolidation and debt refinancing costs in both years, our diluted earnings per share grew from $2.52 cents to $2.62 cents," Mr. Hoover said. "2005 was also significant for the investments we began to make in our best performing businesses, the further improvement in our overall financing structure and the large number of our shares we repurchased. Our capital projects have been progressing extremely well and our financial actions have helped position us nicely for the future." Outlook "We are pleased with our results in a challenging 2005, even though the 4 percent improvement in diluted earnings per share from operations was below our goal to increase those earnings 10 to 15 percent per year over time," Hoover said. "In 2006 we anticipate improvement more in line with our stated goals as we compensate for some of the cost pressures we face with stringent controls and cost recovery measures throughout the corporation. "We expect volumes in our North American beverage can operations to return to 2004 levels after a dip in 2005, and for growth in demand for our specialty cans to continue," Mr. Hoover said. "Our plastic container operations will attempt to build on their improved 2005 performance. Our metal food can operations are in a challenging environment. We closed a plant in 2005 and are working on numerous projects to improve results in those operations. "Indications are that 2006 will be the year the beverage can begins a comeback in Germany after three years of being largely out of the market due to the imposition of a deposit on containers without an adequate system to handle the redemption of deposit containers," Mr. Hoover said. "That, plus production from our Belgrade plant, provide upside in our international packaging segment, though we recognize there may be cost pressures, exchange rates and other variables in Europe and China that could affect results as well. "We expect another strong year in our aerospace and technologies segment, though operating earnings could decline marginally due to an increase in non-cash pension costs," Mr. Hoover said. "Strong demand continues for our capabilities and we see opportunities for sustained growth in defense/intelligence, remote sensing and space exploration in particular." Raymond J. Seabrook, senior vice president and chief financial officer, said lower interest expense, a low effective tax rate, a reduced number of shares outstanding and continued strong cash flow generation all contribute to a positive outlook for 2006. "Our free cash flow should be in the range of $250 million in 2006, after capital spending, on top of the $267 million we generated in 2005," Mr. Seabrook said. "We are entering the second year of a three-year capital spending program to make improvements in our packaging segments and accommodate continued growth in our aerospace segment. "We repurchased more than $350 million of our stock in 2005," Mr. Seabrook added, "and the 2006 stock buyback is anticipated to be in the $150 million range. New accounting rules for expensing stock options are expected to reduce our 2006 diluted earnings per share by three cents." 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. * * * 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 $1.475 billion senior secured credit facilities. Standard & Poor's also affirmed its 'BB+' corporate credit rating on the company. S&P said the outlook is positive. BALLY TOTAL: Completes $45-Million Sale of Crunch Fitness Unit -------------------------------------------------------------- Bally Total Fitness has completed the sale of its Crunch Fitness division for $45 million in cash to an investor group formed by Angelo, Gordon & Co., an alternative asset investment management firm. Crunch will be led by Marc Tascher, a leading entrepreneur and club industry veteran. "Both sides have worked diligently to satisfy the closing conditions and we are pleased that we were able to bring this deal to a successful completion," said Paul Toback, Chairman and chief executive officer of Bally. "As we have said previously, completing this transaction enables us to better focus our resources toward building the Bally brand and reducing debt." "We believe Crunch is uniquely positioned for growth in its core urban markets as well as in new markets given its tremendous brand name recognition and loyal membership base," said Brent Leffel, a Director in the private equity group of Angelo Gordon. "We have earmarked a significant amount of capital to upgrade existing clubs and expand our footprint." Bally Total Fitness is the largest and only U.S. commercial operator of fitness centers, with approximately four million members and 440 facilities located in 29 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada(R) brands. With an estimated 150 million annual visits to its clubs, Bally offers a unique platform for distribution of a wide range of products and services targeted to active, fitness-conscious adult consumers. * * * As reported in the Troubled Company Reporter on Dec. 6, 2005, Standard & Poor's Ratings Services revised its CreditWatch implications on Bally Total Fitness Holding Corp. to developing from negative. The corporate credit rating remained at 'CCC'. BALLY TOTAL: Glass Lewis Battles Liberation Over Board Nominees --------------------------------------------------------------- Glass Lewis & Co., LLC, a proxy advisory firm, recommended that Bally Total Fitness' shareholders vote in favor of the Company's key proxy proposals, including its board nominees and proposed 2006 Omnibus Equity Compensation Plan. Bally's board slate includes two candidates also nominated by Pardus Capital Management, a dissident hedge fund, plus Eric Langshur, the current chairman of Bally's Audit Committee. Glass Lewis also recommended that Bally shareholders reject all stockholder proposals put forth by Liberation Investment Group, another dissident hedge fund led by a disgruntled former employee consultant to the Company. Glass Lewis' report says, ". . . in our opinion, the Dissident's arguments fall short given their failure to advance an alternative plan for Bally. As such, investors must assume that the Dissidents believe that management's new plan is the best growth alternative for the Company at this time. Considering the Dissident's admission that they are 'investors, not operators' of companies, it would seem clear that faced with the uncertainty of not having a chief executive, the current management team is the best choice for shareholders." Regarding the director nominees, the report notes,". . . on balance, Mr. Langshur's knowledge with respect to Bally's financial reporting travails will likely prove more beneficial to shareholders than Mr. Kornstein's admittedly strong banking expertise. In particular, in light of the potential sale of the Company, we believe Mr. Langshur's intimate knowledge of Bally's financial statements would prove invaluable during due diligence with a potential acquirer or strategic investor." Commenting on the Glass Lewis recommendations, John W. Rogers, Jr., Lead Director of Bally's Board, said, "We are very pleased that Glass Lewis has asked shareholders to support Bally's director slate which includes Eric Langshur. Eric joined the Bally Board in December 2004, and quickly took on a key leadership role on the Audit Committee, which he has effectively led for the last six months and now Chairs. Eric has been immensely helpful to the Company and its finance team, having led them successfully through the arduous financial restatement process and helped restore integrity to the financial reporting process at Bally. We are also pleased that all three major proxy advisory firms have rejected Liberation's proposals in recent days, including Glass Lewis, ISS and Proxy Governance, Inc." The recommendations by Glass Lewis followed Bally's participation in a January 20 "Proxy Talk" presentation, in which Paul Toback, Bally's Chairman and CEO, Marc Bassewitz, General Counsel, and Adam Metz, one of Bally's outside Directors, made the case for Bally's proposals. Bally's presentation followed earlier comments from Emanuel Pearlman and Nicole Jacoby of Liberation and one of Liberation's attorneys. During each presentation, Glass Lewis asked questions they had prepared, as well as those submitted from their institutional investor clients. "We were pleased with the opportunity to juxtapose Bally's presentation of substance and results with that of one of its dissidents, who clearly has no plan for the Company. We are even more gratified at the subsequent recommendations made by Glass Lewis, a truly independent third party whose unbiased analysis carries significant weight with institutional investors. On behalf of all Bally shareholders, we thank them for their efforts in providing an effective forum for investors to sort through the rhetoric about Bally Total Fitness," said Paul A. Toback, Chairman and CEO of Bally. Bally urges shareholders to vote for the Bally nominees by signing, dating and returning the WHITE proxy card. Shareholders with questions or in need of assistance in voting their shares should contact Bally's proxy solicitor, MacKenzie Partners, toll-free at 800-322-2885 or collect at 212-929-5500. About Glass Lewis Glass Lewis is a leading investment research and proxy advisory firm focused focused on helping institutional investors make more informed investment and proxy voting decisions by identifying business, legal, fiduciary and financial statement risks at more than 7,000 companies worldwide. About Bally Total Bally Total Fitness is the largest and only U.S. commercial operator of fitness centers, with approximately four million members and 440 facilities located in 29 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada(R) brands. With an estimated 150 million annual visits to its clubs, Bally offers a unique platform for distribution of a wide range of products and services targeted to active, fitness-conscious adult consumers. * * * As reported in the Troubled Company Reporter on Dec. 6, 2005, Standard & Poor's Ratings Services revised its CreditWatch implications on Bally Total Fitness Holding Corp. to developing from negative. The corporate credit rating remains at 'CCC'. Bally's ratings were originally placed on CreditWatch on Aug. 8, 2005, following the commencement of a 10-day period after which an event of default would have occurred under the Company's $275 million secured credit agreement's cross-default provision and the debt would have become immediately due and payable. Subsequently, Bally entered into a consent with lenders to extend the 10-day period until Aug. 31, 2005. Prior to Aug. 31, the company received consents from its bondholders extending its waiver of default to Nov. 30, 2005. BERRY-HILL GALLERIES: Kramer Levin Retained as Bankruptcy Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York gave Berry-Hill Galleries, Inc., and its debtor-affiliate, Coram Capital LLC, permission to retain Kramer Levin Naftalis & Frankel LLP, as its counsel. Kramer Levin is expected to: a) provide the administration of these cases and the exercise of oversight with respect to the Debtors' affairs, including all issues arising from or impacting the Debtors or these chapter 11 cases; b) prepare necessary applications, motions, memoranda, orders, reports and other legal papers on behalf of the Debtors; c) appear in Court and at various meetings to represent the interests of the Debtors; d) represent the Debtors in examining and negotiating any potential refinancing of the Debtors' businesses; e) negotiate with any DIP lender, as well as any creditors' committee appointed in these cases, for the benefit of the estates; f) formulate, negotiate, draft, and pursue confirmation of a plan of reorganization and matters related; g) communicate with creditors and others as the Debtors may consider desirable or necessary; and h) perform all other legal services for the Debtors in connection with these chapter 11 cases, as required under the Bankruptcy Code. Robert T. Schmidt, Esq., a member at Kramer Levin, discloses the Firm's professionals bill: Professional Hourly Rate ------------ ----------- Counsel $475 - $825 Partners $470 - $775 Special Counsel $435 - $525 Associates $260 - $515 Legal Assistants $175 - $205 Mr. Schmidt assures the Court that his Firm does not hold any interest adverse to the Debtor's estate. Headquartered in New York, New York, Berry-Hill Galleries, Inc. -- http://www.berry-hill.com/-- buys paintings and sculpture through outright purchase or on a commission basis and also exhibits artworks. The Debtor and its affiliate, Coram Capital LLC, filed for chapter 11 protection on Dec. 8, 2005 (Bankr. S.D.N.Y. Case Nos. 05-60169 & 05-60170). Robert T. Schmidt, Esq., at Kramer, Levin, Naftalis & Frankel, LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they estimated assets between $10 million and $50 million and debts between $1 million and $50 million. BERRY-HILL GALLERIES: Court Okays Consignment Sales Scheme ---------------------------------------------------------- Berry-Hill Galleries, Inc., and its affiliate, Coram Capital LLC, can continue selling artwork under their Consignment Sales Arrangements after the Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York ruled that the arrangements are consistent with past practice and are in the ordinary course of business. In addition, Judge Gerber authorized the Debtors to pay prepetition and postpetition consignment fees consistent with the terms of their consignment arrangements with the consigning parties. Judge Gerber also affirmed that artwork received by the Debtors postpetition pursuant to the consignment arrangements for artwork loaned to the Debtors for exhibition, are not property of the Debtors' estates. Further, the Bankruptcy Court authorized the Debtors to return loaned artwork to its owners, provided that they give ACG Credit Company, LLC, their prepetition secured creditor, and the Official Committee of Unsecured Creditors 48 hours' advance notice and any relevant documentation evidencing the loan. The Debtors asked the Bankruptcy Court to clarify the ownership status of postpetition consigned artwork to encourage artists to continue selling their works through their galleries. Consignment sales represent a significant portion of the Debtors' business. In 2004, approximately 36% of Berry-Hill's revenue and 25% of its gross profits were generated through consignment arrangements. The Debtors also wanted to continue making postpetition payments to consignors to protect their reputation in the art industry. Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, tells the Bankruptcy Court that without any assurance of postpetition payment, consignment parties may refuse to enter into future consignment relationships with the Debtors. Headquartered in New York, New York, Berry-Hill Galleries, Inc. -- http://www.berry-hill.com/-- buys paintings and sculpture through outright purchase or on a commission basis and also exhibits artworks. The Debtor and its affiliate, Coram Capital LLC, filed for chapter 11 protection on Dec. 8, 2005 (Bankr. S.D.N.Y. Case Nos. 05-60169 & 05-60170). Robert T. Schmidt, Esq., at Kramer, Levin, Naftalis & Frankel, LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they estimated assets between $10 million and $50 million and debts between $1 million and $50 million. BLUE BIRD: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Lead Debtor: Blue Bird Body Company dba Blue Bird Fort Valley dba Blue Bird Wanderlodge dba Blue Bird Midwest dba Blue Bird North Georgia dba Blue Bird Canada dba Blue Bird Southwest dba Blue Bird Chassis dba Blue Bird Corporate dba Blue Bird UK dba Coachworks 402 Blue Bird Boulevard Fort Valley, GA 31030 Bankruptcy Case No.: 06-50026 Debtor-affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Henly US Investments, Inc. 06-50023 Blue Bird Corporation 06-50027 Blue Bird Investment Corporation 06-50028 Henlys Holding Corporation 06-50029 Peach County Holdings, Inc. 06-50030 Type of Business: The Debtors design, manufacture and sell school buses, commercial buses and recreational vehicles. Founded in 1927, the Debtors have nearly 3,000 employees and three facilities in two countries. The Debtors also have an extensive network of distributors and service parts facilities throughout North America. See http://www.blue-bird.com/ Chapter 11 Petition Date: January 26, 2006 Court: District of Nevada (Reno) Judge: Gregg W. Zive Debtors' Counsel: Jay M. Goffman, Esq. Van C. Durrer II, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 Tel: (212) 735-3000 Fax: (212) 735-2000 -- and -- Mark A. McDermott Skadden, Arps, Slate, Meagher & Flom LLP 333 West Wacker Drive, Suite 2100 Chicago, Illinois 60606-1285 Tel: (312) 407-0700 Fax: (312) 407-0411 -- and -- Jennifer A. Smith, Esq. Lionel Sawyer & Collins 1100 Bank of America Plaza 50 West Liberty Street Reno, Nevada 89501 Tel: (775) 788-8666 Fax: (775) 788-8682 The Debtors' financial condition as stated in Blue Bird's SEC filing on Form 10-Q for the quarter ending July 31, 1999: Total Assets: $497,588,000 Total Debts: $539,294,000 In a Dec. 24, 2004, report, The Manufacturer.com says the Debtors' total assets as of 2004 were $700 million. Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Canadian Blue Bird Coach Ltd. Related Party $9,566,992 22 Airport Road P.O. Box 880 Brantford, Ontario N3T 5R7 Canada Attn: Ron Grant Tel: (519) 752-9415 ext 106 Fax: (519) 752-3594 Caterpillar Inc. Trade Debt $8,964,038 Engine Division P.O. Box 610 Mossville, IL 61552-0610 Attn: Matt O'Sullivan Tel: (309) 578-9715 Fax: (309) 578-2045 South Carolina Litigation Claim $4,000,000 Department of Transportation P.O. Box 665 Blythewood, SC 29016 Attn: Glenn E. Bowens M. Turner Pope Tony S. Catone Tel: (803) 714-7766 Fax: (803) 714-0775 Allison Transmission Division Trade Debt $3,684,911 P.O. Box 894 Marca Combs M/C 462-4P-F16 Indianapolis, IN 46206-0894 Attn: Ron Sauer Tel: (317) 242-6937 Fax: (317) 242-5139 Arvin Meritor Automotive Inc. Trade Debt $2,959,933 1000 Rockwell Drive Fletcher, NC 28732 Attn: Dean Greb Tel: (812) 378-1470 Fax: (828) 687-2169 Hendrickson Truck Suspension S Trade Debt $2,229,749 101 South Progress Drive West Kendalville, IN 46755 Attn: Sean Coleman Tel: (630) 910-2800 Fax: (260) 349-6455 American Fabricators Inc. Trade Debt $1,748,033 570 Metroplex Drive Nashville, TN 37211 Attn: Paul Sutter Tel: (615) 834-8700 Fax: (615) 834-5859 Consolidated Metal Products Trade Debt $1,641,033 650 Rosewood Drive P.O. Box 1758 Columbia, SC 29202 Attn: Tommy Scruggs Tel: (803) 771-7920 Fax: (803) 744-6242 Specialty Stampings LLC Trade Debt $1,501,859 423 North Mill Street Adel, GA 31620 Attn: Don Wright Tel: (229) 896-2261 Fax: (229) 896-2651 Valeo Engine Cooling Inc. Trade Debt $1,385,316 2258 Allen Street Jamestown, NY 14701 Attn: Stephen Fisk Tel: (716) 665-2620 Fax: (716) 665-7140 Specialty Manufacturing Co. Trade Debt $1,234,195 1020 Pineville Road Pineville, NC 28134 Attn: Buck Pearce Tel: (704) 889-7518 Fax: (704) 889-2760 Steel Summit - Carolina Trade Debt $1,216,140 108 Progressive Court Greenville, SC 29611 Attn: Steve Blanchard Tel: (615) 641-8696 Fax: (864) 269-6960 Pickens Plastics Trade Debt $1,210,440 P.O. Box 127 149 South Cucumber Street Jefferson, OH 44047 Attn: Fritz Marinko Tel: (440) 576-4001 Fax: (440) 576-6068 Michelin North America Trade Debt $1,078,037 P.O. Box 2047 Greenville, SC 29602 Attn: Beverly Suerth Tel: (336) 644-0561 Fax: (800) 332-9682 Actie Trade Debt $1,017,696 52765 Bridger Court Elkhart, IN 46514 Attn: Aaron Carpenter Tel: (574) 264-2373 Fax: (574) 266-2767 B&H Direct Delivery Breach of Contract $817,936 Services Inc. 76 Farmer Street Hazlehurst, GA 31539 Tel: (912) 375-5531 Fax: (912) 375-0438 Amtech, LLC Trade Debt $795,497 2520 Gunter Park Drive Montgomery, AL 36109-1010 Attn: Tony Tucker Tel: (334) 260-7900 Fax: (256) 397-0690 Bergstrom Climate Systems LLC Trade Debt $792,028 2390 Blackhawk Road P.O. Box 6007 Rockford, IL 61125-1007 Attn: Augie Rizzo Tel: (815) 874-7821 Fax: (815) 873-4690 TRW Commercial Steering Trade Debt $777,500 P.O. Box 60 Lafayette, IN 47902 Attn: Mike Dunmire Tel: (765) 429-1799 Fax: (765) 429-1616 Bendix Commercial Vehicle Trade Debt $773,824 Systems, LLC 901 Cleveland Street Elyria, OH 44035 Attn: Terry Lewis Tel: (440) 329-9000 Fax: (440) 329-9258 BOSTON MORTGAGE: Moody's Junks Rating on Three Class Certificates ----------------------------------------------------------------- Moody's Investors Service downgraded the ratings of three classes and affirmed the ratings of 11 classes of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-FL2 as: * Class A-X1, Notional, affirmed at Aaa * Class A-X2, Notional, affirmed at Aaa * Class A-Y1, Notional, affirmed at Aaa * Class A-Y2, Notional, affirmed at Aaa * Class A-Y3, Notional, affirmed at Aaa * Class A-Y4, Notional, affirmed at Aaa * Class F, $54,346, Floating, affirmed at Baa3 * Class G, $8,017,008, Floating, affirmed at Ba2 * Class H, $12,758,307, Adjusted WAC, affirmed at Ba3 * Class J, $5,888,352, Adjusted WAC, affirmed at B1 * Class K, $5,888,352, Adjusted WAC, downgraded to Caa1 from B3 * Class L, $4,906,748, Adjusted WAC, downgraded to Caa3 from Caa1 * Class M, $5,888,352, Adjusted WAC, downgraded to Ca from Caa3 * Class N, $1,962,573, Adjusted WAC, affirmed at C As of the Jan. 18, 2006 distribution date, the transaction's aggregate balance has decreased by approximately 88.2% to $73.3 million from $619.1 million at securitization. The Certificates are collateralized by four floating rate mortgage loans ranging in size from 2.9% to 47.7% of the pool. Since securitization 27 loans have paid off and one loan was liquidated from the pool, resulting in a realized loss of approximately $655,800. All of the loans remaining in the pool are in special servicing. Moody's has estimated losses of approximately $36.1 million for all of the specially serviced loans. Although credit support has increased significantly for all rated classes, Moody's is concerned about the credit quality of the remaining loans as well as interest shortfalls caused by trust expenses, ASER interest advance reductions and special servicer's fees. As of the January 2006 remittance statement, unpaid but accrued interest shortfalls totaled $4.4 million for Classes K through non-rated Class P. Moody's is downgrading Classes L, M and N due to anticipated losses from the specially serviced loans and interest shortfalls, which are expected to persist for the duration of the transaction. The largest loan in the pool is the Hotel Royal Plaza Loan ($35.0 million - 47.7%), which is secured by a 394-room full service hotel located in Lake Buena Vista, Florida. The loan was transferred to special servicing in November 2001 and became REO in September 2005. The hotel has been closed since September 2004 due to significant property damage caused by three hurricanes that hit Florida in that year. The property has undergone an extensive repair and restoration program totaling approximately $8.0 million and is expected to fully reopen by the end of January 2006. Moody's loan to value ratio is significantly in excess of 100.0%, the same as at Moody's last review in November 2004. The second largest loan is the Dedham Executive Center Loan ($21.0 million - 28.6%), which is secured by a 180,000 square foot Class A office building located approximately 25 miles southwest of Boston in Dedham, Massachusetts. The loan was transferred to special servicing in September 2005 due to payment default. The property is 71.0% occupied, compared to 74.0% at last review. The special servicer has initiated foreclosure proceedings. Moody's LTV is in excess of 100.0%, the same as at last review. The third largest loan is the Main Street 200/300 Building Loan ($15.2 million - 20.7%), which is secured by a 128,000 square foot office building located approximately six miles northwest of Detroit in Novi, Michigan. The loan was transferred to special servicing in January 2002 and became REO in March 2003. The property is currently under contract for sale which is expected to close by the end of January 2006. Moody's LTV is significantly in excess of 100.0%, the same as at last review. The fourth largest loan is the Lecarre Apartments Loan ($2.2 million - 2.9%), which is secured by a 48-unit apartment complex located in a suburb of Atlanta, Georgia. The loan was transferred to special servicing in February 2004 and became REO in March 2005. Moody's LTV is in excess of 100.0%, similar to last review. BOYD GAMING: Offering $250MM of 7.125% Senior Subordinated Notes ---------------------------------------------------------------- Boyd Gaming Corporation is offering $250 million aggregate principal amount of 7.125% senior subordinated notes due 2016. Banc of America Securities LLC and Deutsche Bank Securities are the joint book-running managers of the offer. The Co-Lead Managers are: * Lehman Brothers, * Wachovia Securities, * Bear, Stearns & Co. Inc., and * CIBC World Markets. The Co-Managers are: * Calyon Securities (USA), * Commerzbank Corporates & Markets, and * JPMorgan and Wells Fargo Securities. The notes will initially be purchased by: Initial Purchasers Principal Amount ------------------ ---------------- Banc of America Securities LLC $77,500,000 Deutsche Bank Securities Inc. 77,500,000 Lehman Brothers Inc. 25,000,000 Wachovia Capital Markets, LLC 25,000,000 Bear, Stearns & Co. Inc. 12,500,000 CIBC World Markets Corp. 12,500,000 Calyon Securities (USA) Inc. 5,000,000 Commerzbank Capital Markets Corp. 5,000,000 J.P. Morgan Securities Inc. 5,000,000 Wells Fargo Securities, LLC 5,000,000 --------------- TOTAL $250,000,000 Description of the Notes The notes: -- are the Company's general unsecured obligations; -- are junior in right of payment to all of the Company's existing and future senior debt, including its obligations under the credit facility. The Company and its subsidiaries had $1.491 billion and $1.657 billion of senior debt (which amounts exclude approximately $3.8 million and $53.8 million that was allocated to support various letters of credit), all of which was secured, and $900.0 million of debt Sept. 30, 2005, and Dec. 31, 2005. In addition, approximately $379.2 million and $161.9 million was available for borrowing under the Company's bank credit facility as of Sept. 30, 2005 and Dec. 31, 2005; -- are equal in right of payment with all of the Company's existing and future senior subordinated debt of Boyd Gaming, including its 8.75% senior subordinated notes due 2012, its 7.75% senior subordinated notes due 2012 and its 6.75% senior subordinated notes due 2014. $250.0 million of 8.75% senior subordinated notes due 2012 are outstanding. $300.0 million of 7.75% senior subordinated notes due 2012 are outstanding. $350.0 million of 6.75% senior subordinated notes due 2014 are outstanding; -- are senior in right of payment to any of the Company's future indebtedness that is specifically subordinated to the notes. Boyd Gaming will issue notes in denominations of $1,000 and integral multiples of $1,000. The notes will mature on Feb. 1, 2016. Interest on the notes will accrue at the rate of 7.125% per annum and will be payable semi-annually in arrears on and February 1 and August 1, commencing on August 1, 2006. Boyd Gaming will make each interest payment to the Holders of record on the immediately preceding January 15 and July 15. Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Use of Proceeds The Company expects that the net proceeds from the offering will be approximately $248.75 million, after deducting underwriting discounts and estimated offering expenses. The Company intends to apply the full amount of the net proceeds to repay a portion of the outstanding balance on the revolving portion of its bank credit facility, which amounts may be reborrowed. However, the Company could also use a portion of the net proceeds for general corporate purposes, including capital expenditures, pending which proceeds would be held in highly liquid investments. Non-Investment Grade Rating Standard & Poor's Ratings Services assigned a 'B+' rating to Boyd Gaming Corp.'s proposed $250 million senior subordinated notes due 2016. At the same time, Standard & Poor's affirmed its existing ratings on the Las Vegas-based casino operator, including its 'BB' issuer credit rating. The outlook is stable. Total debt outstanding at Sept. 30, 2005, was about $2.4 billion. A full-text copy of the details of the offer is available for free at http://ResearchArchives.com/t/s?4ba A full-text copy of the Prospectus is available for free at http://ResearchArchives.com/t/s?4bc Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) -- http://www.boydgaming.com/-- is a leading diversified owner and operator of 18 gaming entertainment properties, plus one under development, located in Nevada, New Jersey, Mississippi, Illinois, Indiana and Louisiana. BUFFETS HOLDINGS: Dec. 14 Balance Sheet Upside-Down by $79 Million ------------------------------------------------------------------ Buffets Holdings, Inc., the parent company of Buffets, Inc., reported operating results for its 12-week, second quarter ended Dec. 14, 2005. Buffets Holdings reported a 6.4% increase in total sales for the second quarter ended Dec. 14, 2005, as sales increased to $218.3 million compared to $205.2 million for the comparable prior year period. Net loss for the second quarter of fiscal 2006 was $3.9 million, as compared to a net loss of $1.4 million for the second quarter of fiscal 2005. At Dec. 14, 2005, the Company's balance sheet showed assets amounting to $550.6 million and liabilities amounting to $629.8 million, compared to $545 million assets and $623.3 million liabilities at June 29, 2005. Sales for the twenty-four weeks ended Dec. 14, 2005 were $445 million versus sales for the comparable prior year period of $422.4 million. Net loss for the first twenty-four weeks of fiscal 2006 was $795,000, compared with a net loss of $293,000 for the first twenty-four weeks of fiscal 2005. On Jan. 13, 2006, the Company planned to engage financial advisors to assist in exploring various strategic alternatives to maximize shareholder value. Credit Suisse and Piper Jaffray were subsequently engaged as the Company's advisors to assist in this effort. On Jan. 24, 2006, the Boards of Directors of Buffets and Buffets Holdings appointed A. Keith Wall as Chief Financial Officer of the Company and each of its direct and indirect subsidiaries, effective Jan. 31, 2006. Mr. Wall, age 53, has served as Vice President and Chief Financial Officer of Worldwide Restaurant Concepts, Inc. since 2001. From 1998 to 2001, Mr. Wall served as Vice President and Chief Financial Officer of Central Finance Acceptance Corporation, a consumer finance services division of Banner Holdings, Inc. Prior to 1998, Mr. Wall held senior financial management responsibilities, both inside and outside of the restaurant industry. Mr. Wall has over 20 years of restaurant industry experience. Headquartered in Eagan, Minnesota, Buffets Holdings, Inc. currently operates 351 restaurants in 33 states comprised of 342 buffet restaurants and nine Tahoe Joe's Famous Steakhouse(R) restaurants. The buffet restaurants are principally operated under the Old Country Buffet(R) or HomeTown Buffet(R) brands. Buffets also franchises 18 buffet restaurants in seven states. As of Dec. 14, 2005, Buffet's balance sheet showed a stockholders' deficit of $79,170,000, compared to a $78,369,000 deficit at June 29, 2005. * * * As reported in the Troubled Company Reporter on Jan. 24, 2006, Moody's Investors Service affirmed Buffets Holdings, Inc.'s B2 corporate family rating and changed the outlook to developing following the company's public announcement that it plans to engage advisors to assist in exploring various strategic alternatives to maximize shareholder value. At the same time, the rating agency affirmed Holdings' senior unsecured rating of Caa1 as well as all ratings at Buffets, Inc., the operating company. Ratings affirmed with a developing outlook: Buffets Holdings, Inc.: * B2 corporate family rating and Caa1 on the senior unsecured notes maturing in 2010 Ratings affirmed: Buffets, Inc.: * B1 on the senior secured credit facility and B3 on the subordinated notes maturing in 2010 CAPITOL FOOD: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Capitol Food Corp. of Fields Corner c/o Demetrios B. Haseotes 80 Fairhaven Road Cumberland, Rhode Island 02864 Bankruptcy Case No.: 06-10173 Chapter 11 Petition Date: January 27, 2006 Court: District of Massachusetts (Boston) Debtor's Counsel: Andrew M. Osborne, Esq. Osborne & Fonte 20 Eastbrook Road, Suite 304 Dedham, Massachusetts 02026-3212 Tel: (781) 326-3875 Fax: (781) 326-4113 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 6 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Demetrios B. Haseotes Loans $114,633 80 Fairhaven Road Cumberland, RI 02864 Di Giorgio Corporation Waiver of objections $50,000 White Rose Division to rejection of lease 380 Middlesex Avenue Carteret, NJ 07008 Fields Station, LLC Percentage rent based $12,000 540 Gallivan Boulevard upon estimated sales Boston, MA 02124 by Ethnic & American, Inc., former subtenant NSTAR Utilities $400 Keyspan Energy Delivery Utilities $300 A-1 Exterminators Services $200 CAREFORE MEDICAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: CareFore Medical, Inc. 11605 South Alden Street Olathe, Kansas 66062-6724 Bankruptcy Case No.: 06-20063 Type of Business: The Debtor develops, manufactures, and distributes respiratory supplies to the home healthcare and hospital markets worldwide. CareFore Medical's products include oxygen therapy, monitoring, medication and aerosol therapy, tracheostomy care, suction therapy, ventilator accessories, anesthesia accessories, respiratory and anesthesia filters, nasal CPAP, oxygen concentrator accessories, pulmonary therapy and nursing supplies. See http://www.careforemedical.com/ Chapter 11 Petition Date: January 25, 2006 Court: District of Kansas (Kansas City) Judge: Robert D. Berger Debtor's Counsel: Neil S. Sader, Esq. Sader & Garvin LLC 4739 Belleview, Suite 300 Kansas City, Montana 64112-1364 Tel: (816) 561-1818 Fax: (816) 561-0818 Estimated Assets: Unknown Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ DeLance Squire $200,000 935 South 500 East Orem, UT 84097 Tyco Healthcare $49,869 P.O. Box 73192 Chicago, IL 60673-7192 Respironics, Inc. $28,256 1010 Murry Ridge Lane Murrysville, PA 15668-8525 Evo Medical Solutions $23,949 Medical Services of America $20,316 Fisher & Paykel $17,008 Hi-Tech Hose $16,059 Seven Harvest International $12,071 Future Foam $11,495 Hudson RCI $10,741 Westmed, Inc. $10,090 Catalina Cylinders $10,064 Meridian Medical Systems $9,896 Puritan Bennett Gases - Airgas $9,874 Salter Labs $8,607 United Parcel Service &nb